ROCHESTER FUND SERIES
497, 1996-10-17
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OPPENHEIMER BOND FUND FOR GROWTH
Supplement Dated October 18, 1996
To the Prospectus dated March 11, 1996

     The Prospectus is amended as follows:

     1.   The Supplement dated September 13, 1996 is replaced by
this Supplement.

     2.   The parenthetical in footnote 2 following the table in
the section captioned "Shareholder Transaction Expenses" on page 4
is revised to read as follows: "($500,000 or more for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred
Sales Charge" on page 32)."

     3.   The first and second sentences in the sub-section
captioned "Class A Shares" in "How to Buy Shares-Classes of Shares"
on page 27 are revised to read as follows:  

     If you buy Class A shares, you may pay an initial sales charge
     on investments up to $1 million (up to $500,000 for purchases
     by "Retirement Plans," as defined in "Class A Contingent
     Deferred Sales Charge" on page 32).  If you purchase Class A
     shares as part of an investment of at least $1 million
     ($500,000 for Retirement Plans) in shares of one or more
     Oppenheimer funds, you will not pay an initial sales charge,
     but if you sell any of those shares within 18 months of buying
     them, you may pay a contingent deferred sales charge.

     4.   The first and second paragraphs in the section captioned
"Class A Contingent Deferred Sales Charge" on page 32 are revised
to read as follows:

     There is no initial sales charge on purchases of Class A
     shares of any one or more of the Oppenheimer funds in the
     following cases:

       Purchases aggregating $1 million or more. 

       Purchases by a retirement plan qualified under sections
     401(a) or 401(k) of the Internal Revenue Code, by a non-
     qualified deferred compensation plan (not including Section
     457 plans), employee benefit plan, group retirement plan (see
     "How to Buy Shares - Retirement Plans" in the Statement of
     Additional Information for further details), an employee's
     403(b)(7) custodial plan account, SEP IRA, SARSEP, or SIMPLE
     plan (all of these plans are collectively referred to as
     "Retirement Plans"); that: (1) buys shares costing $500,000 or
     more or (2) has, at the time of purchase, 100 or more eligible
     participants, or (3) certifies that it projects to have annual
     plan purchases of $200,000 or more.

       Purchases by an OppenheimerFunds Rollover IRA if the
     purchases are made (1) through a broker, dealer, bank or
     registered investment adviser that has made special
     arrangements with the Distributor for these purchases, or (2)
     by a direct rollover of a distribution from a qualified
     retirement plan if the administrator of that plan has made
     special arrangements with the Distributor for those purchases.

     The Distributor pays dealers of record commissions on those
     purchases in an amount equal to (i) 1.0% for non-Retirement
     Plan accounts, and (ii) for Retirement Plan accounts, 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.  That commission will
     be paid only on those purchases that were not previously
     subject to a front-end sales charge and dealer commission.  
     No sales commission will be paid to the dealer, broker or
     financial institution on sales of Class A shares purchased
     with the redemption proceeds of shares of a mutual fund
     offered as an investment option in a Retirement Plan in which
     Oppenheimer funds are also offered as investment options under
     a special arrangement with the Distributor if the purchase
     occurs more than 30 days after the addition of the Oppenheimer
     funds as an investment option to the Retirement Plan.

     5.   Effective January 1, 1997, the second sentence in the
section captioned "Special Arrangements with Dealers" on page 32 is
deleted.

     6.   The section subparagraph under the section captioned
"Waivers of Class A Sales Charges - Waivers of Initial and
Contingent Deferred Sales Charges for Certain Purchasers" on page
33 is deleted and replaced with the following subparagraph:

               (1) investment advisors and financial planners who
          charge an advisory, consulting or other fee for their
          services and buy shares for their own accounts or the
          accounts of their clients, (2) Retirement Plans and
          deferred compensation plans and trusts used to fund those
          Plans (including, for example, plans qualified or created
          under sections 401(a), 403(b) or 457 of the Internal
          Revenue Code), and "rabbi trusts" that buy shares for
          their own accounts, in each case if those purchases are
          made through a broker or agent or other financial
          intermediary that has made special arrangements with the
          Distributor for those purchases; and (3) clients of such
          investment advisors or financial planners who buy shares
          for their own accounts may also purchase shares without
          sales charge but only if their accounts are linked to a
          master account of their investment advisor or financial
          planner on the books and records of the broker, agent or
          financial intermediary with which the Distributor has
          made such special arrangements (each of these investors
          may be charged a fee by the broker, agent or financial
          intermediary for purchasing shares).

     7.   The section captioned "Waivers of Class A Sales Charges -
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 35 is revised to read as follows:

     The Class A contingent deferred sales charge is also waived if
     shares that would otherwise be subject to the contingent
     deferred sales charge are redeemed in the following cases:

               to make Automatic Withdrawal Plan payments that are
               limited annually to no more than 12% of the
               original account value;

               involuntary redemptions of shares by operation of
               law or involuntary redemptions of small accounts
               (see "Shareholder Account Rules and Policies,"
               below); 

               if, at the time a purchase order is placed for
               Class A shares that would otherwise be subject to
               the Class A contingent deferred sales charge, the
               dealer agrees in writing to accept the dealer's
               portion of the commission payable on the sale in
               installments of 1/18th of the commission per month
               ( and no further commission will be payable if the
               shares are redeemed within 18 months of purchase);

               for distributions from a TRAC-2000 401(k) plan
               sponsored by the Distributor due to the termination
               of the TRAC-2000 program.
          
               for distributions from Retirement Plans, deferred
               compensation plans or other employee benefit plans
               for any of the following purposes:  (1) following
               the death or disability (as defined in the Internal
               Revenue Code) of the participant or beneficiary
               (the death or disability must occur after the
               participant's account was established); (2) to
               return excess contributions; (3) to return
               contributions made due to a mistake of fact; (4)
               hardship withdrawals, as defined in the plan; (5)
               under a Qualified Domestic Relations Order, as
               defined in the Internal Revenue Code; (6) to meet
               the minimum distribution requirements of the
               Internal Revenue Code; (7) to establish
               "substantially equal periodic payments" as
               described in Section 72(t) of the Internal Revenue
               Code; (8) for retirement distributions or loans to
               participants or beneficiaries; (9) separation from
               service; (10) participant-directed redemptions to
               purchase shares of a mutual fund (other than a fund
               managed by the Manager or its subsidiary) offered
               as an investment option in a Retirement Plan in
               which Oppenheimer funds are also offered as
               investment options under a special arrangement with
               the Distributor; or (11) plan termination or "in-
               service distributions", if the redemption proceeds
               are rolled over directly to an OppenheimerFunds
               IRA.

October 18, 1996                                                 PS0345.002

<PAGE>

OPPENHEIMER BOND FUND FOR GROWTH
Supplement dated October 18, 1996
to the Statement of Additional Information dated March 11, 1996

     The Statement of Additional Information is amended as follows:

     1.   The section captioned "How To Buy Shares" on page 29 is
revised by adding the following to the end of that section:

     Retirement Plans.  In describing certain types of employee
benefit plans that may purchase Class A shares without being
subject to the Class A contingent differed sales charge, the term
"employee benefit plan" means any plan or arrangement, whether or
not "qualified" under the Internal Revenue Code, including, medical
savings accounts, payroll deduction plans or similar plans in which
Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or
of affiliated employers, if the Fund account is registered in the
name of the fiduciary or other person for the benefit of
participants in the plan.

     The term "group retirement plan" means any qualified or non-
qualified retirement plan (including 457 plans, SEPs, SARSEPs,
403(b) plans, and SIMPLE plans) for employees of a corporation or
a sole proprietorship, members and employees of a partnership or
association or other organized group of persons (the members of
which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group
participating in the plan purchase Class A shares of the Fund
through a single investment dealer, broker or other financial
institution designated by the group.


October 18, 1996                                                 PX0345.001



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