OPPENHEIMER LIMITED TERM GOVERNMENT FUND
497, 1999-08-24
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                   OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
                   Supplement dated August 23, 1999 to the
                        Prospectus dated January 28, 1999

The Prospectus is changed as follows:

1. The  first  sentence  of the  second  paragraph  under the  section  entitled
"Portfolio Managers" on page 15 is replaced by the following sentence:

      Ms.  Falconio and Ms.  Palmieri are Vice  Presidents  of the Manager and
      have been  members of the  portfolio  management  team  since  December,
      1996.

2. The second and third sentences of the first paragraph in the section entitled
"Class A  Contingent  Deferred  Sales  Charge" on page 21 are revised to read as
follows:

         The Distributor  pays dealers of record  commissions in an amount equal
         to 0.50%  of  purchases  of $1  million  or more  other  than  those by
         retirement  accounts.  For those retirement  accounts the commission is
         1.0% of the first $2.5  million,  plus 0.50% of the next $2.5  million,
         plus 0.25% of purchases  over $5 million based on cumulative  purchases
         during the prior 12 months ending with the current purchase.



August 23, 1999                                       PS0855.015





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