OPPENHEIMER TAX EXEMPT BOND FUND
497, 1995-07-26
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                 OPPENHEIMER INSURED TAX-EXEMPT BOND FUND
                      Supplement dated July 10, 1995
                 to the Prospectus dated February 1, 1995

The following changes are made to the Prospectus:

1.  The supplement dated April 19, 1995 is replaced by this supplement.

2.  The chart captioned "Shareholder Transaction Expenses" on page 2 is
amended by deleting the references to the $5.00 fee for "Exchanges"  and
inserting "None" on that line under the headings for Class A Shares and
Class B Shares; footnote 3 is deleted from that chart.

3.  In the chart captioned "Shareholder Transaction Expenses" on page 2,
footnote 2 to that chart is amended to change $15 transaction fee for
redemptions paid by Federal Funds wire to a $10 transaction fee.

4.  The following paragraph is added at the end of "Can the Fund's
Investment Objective and Policies Change?" on page 6:

    At a meeting held July 10, 1995, the Fund's shareholders of record
    on April 21, 1995 approved the proposals set forth in the Fund's
    proxy  statement dated May 25, 1995.  The proposals were also
    briefly  described in the April 19, 1995 supplement to the Fund's
    prospectus.  

    These changes will be effective August 29, 1995, and will be
    included in the Fund's updated prospectus and statement of
    additional information dated August 29, 1995.  These changes
    include certain revisions to the Fund's investment policies, as
    follows.  Effective August 29, 1995, the Fund will, among other
    things, be permitted to: (i) invest up to 35% of its total assets
    in uninsured investments, and (ii) invest in options and futures
    for hedging purposes.  In addition, the Fund's name will change to
    "Oppenheimer Insured Tax-Exempt Fund."  Reference is made to the
    Fund's proxy statement dated May 25, 1995 for further details.  

5.  In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 15 is changed by adding a new final sentence
to the second paragraph of that section as follows:

    The discussion below of the factors to consider in purchasing a
    particular class of shares assumes that you will purchase only one
    class of shares and not a combination of shares of different
    classes.

6.  In "Reduced Sales Charges for Class A Purchases" on page 18, the first
sentence of the section "Right of Accumulation" is changed to read as
follows:

    To qualify for the lower sales charge rates that apply to larger
    purchases of Class A shares, you and your spouse can add together
    Class A and Class B shares you purchase for your individual
    accounts, or jointly, or for trust or custodial accounts on behalf
    of your children who are minors.

    The first two sentences of the second paragraph of that section are
revised to read as follows:

        Additionally, you can add together current purchases of Class
    A and Class B shares of the Fund and other OppenheimerFunds to
    reduce the sales charge rate that applies to current purchases of
    Class A shares. You can also count Class A and Class B shares of
    OppenheimerFunds you previously purchased subject to an initial or
    contingent deferred sales charge to reduce the sales charge rate
    for current purchases of Class A shares, provided that you still
    hold that investment in one of the OppenheimerFunds.

7.  The first sentence of the section entitled "Letter of Intent" on page
18 is revised to read as follows:

    Under a Letter of Intent, if you purchase Class A shares or Class
    A shares and Class B shares of the Fund and other OppenheimerFunds
    during a 13-month period, you can reduce the sales charge rate
    that applies to your purchases of Class A shares. The total amount
    of your intended purchases of both Class A and Class B shares will
    determine the reduced sales charge rate for the Class A shares
    purchased during that period.

8.  In the section entitled "Waivers of Class A Sales Charges" on page 18
the following changes are made:

    The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:

    -- Waivers of Class A Sales Charges. The Class A sales charges are
    not imposed in the circumstances described below. There is an
    explanation of this policy in "Reduced Sales Charges" in the
    Statement of Additional Information.

        Waivers of Initial and Contingent Deferred Sales Charges for
    Certain Purchasers. Class A shares purchased by the following
    investors are not subject to any Class A sales charges:

    The second paragraph is replaced by the following:

        Waivers of Initial and Contingent Deferred Sales Charges in
    Certain Transactions. Class A shares issued or purchased in the
    following transactions are not subject to Class A sales charges:

        - shares issued in plans of reorganization, such as mergers,
    asset acquisitions and exchange offers, to which the Fund is a
    party
        - shares purchased by the reinvestment of dividends or other
    distributions reinvested from the Fund or other OppenheimerFunds
    (other than Oppenheimer Cash Reserves) or unit investment trusts
    for which reinvestment arrangements have been made with the
    Distributor
        - shares purchased and paid for with the proceeds of shares
    redeemed in the prior 12 months from a mutual fund (other than a
    fund managed by the Manager or any of its subsidiaries) on which
    an initial sales charge or contingent deferred sales charge was
    paid (this waiver also applies to shares purchased by exchange of
    shares of Oppenheimer Money Market Fund, Inc. that were purchased
    and paid for in this manner); this waiver must be requested when
    the purchase order is placed for your shares of the Fund, and the
    Distributor may require evidence of your qualification for this
    waiver.

9.  In the section entitled "Reinvestment Privilege" on page 22, the first
two sentences are revised to read as follows:

    If you redeem some or all of your Class A or B shares of the Fund,
    you have up to 6 months to reinvest all or part of the redemption
    proceeds in Class A shares of the Fund or other OppenheimerFunds
    without paying a sales charge. This privilege applies to Class A
    shares that you purchased subject to an initial sales charge and
    to Class A or B shares on which you paid a contingent deferred
    sales charge when you redeemed them. 






July 10, 1995                                        PS0865.002

<PAGE>

                 OPPENHEIMER INSURED TAX-EXEMPT BOND FUND
                   Supplement dated July 14, 1995 to the
        Statement of Additional Information dated February 1, 1995

The Statement of Additional Information is amended as follows:

1.  In the section entitled "Letters of Intent" on page 25, the first
three sentences of the first paragraph in that section are replaced by the
following:

    A Letter of Intent (referred to as a "Letter") is an investor's
    statement in writing to the Distributor of the intention to
    purchase Class A shares or Class A and Class B shares of the Fund
    (and other OppenheimerFunds) during a 13-month period (the "Letter
    of Intent period"), which may, at the investor's request, include
    purchases made up to 90 days prior to the date of the Letter.  The
    Letter states the investor's intention to make the aggregate
    amount of purchases of shares which, when added to the investor's
    holdings of shares of those funds, will equal or exceed the amount
    specified in the Letter.  Purchases made by reinvestment of
    dividends or distributions of capital gains and purchases made at
    net asset value without sales charge do not count toward
    satisfying the amount of the Letter.  A Letter enables an investor
    to count the Class A and Class B shares purchased under the Letter
    to obtain the reduced sales charge rate on purchases of Class A
    shares of the Fund (and other OppenheimerFunds) that applies under
    the Right of Accumulation to current purchases of Class A shares.

2.  In the section entitled "Terms of Escrow that Apply to Letters of
Intent" on page 26, item 5 of that section is replaced by the following:

    5.  The shares eligible for purchase under the Letter (or the
    holding of which may be counted toward completion of a Letter)
    include (a) Class A shares sold with a front-end sales charge or
    subject to a Class A contingent deferred sales charge, (b) Class
    B shares acquired subject to a contingent deferred sales charge,
    and (c) Class A or B shares acquired by reinvestment of dividends
    and distributions or acquired in exchange for either (i) Class A
    shares of one of the other OppenheimerFunds that were acquired
    subject to a Class A initial or contingent deferred sales charge
    or (ii) Class B shares of one of the other OppenheimerFunds that
    were acquired subject to a contingent deferred sales charge.

3.  In the section entitled "Special Arrangements for Repurchase of Shares
from Dealers and Brokers" on page 28, the last sentence of that section
is revised to read as follows:

    Ordinarily, for accounts redeemed by a broker-dealer under this
    procedure, payment will be made within three business days after
    the shares have been redeemed upon the Distributor's receipt the
    required redemption documents in proper form, with the
    signature(s) of the registered owners guaranteed on the redemption
    document as described in the Prospectus.

4.  In the section entitled "How To Exchange Shares" on page 30, the
second full paragraph is changed by adding new third and fourth sentences
as follows:

    However, shares of Oppenheimer Money Market Fund, Inc. purchased
    with the redemption proceeds of shares of other mutual funds
    (other than funds managed by the Manager or its subsidiaries)
    redeemed within the 12 months prior to that purchase may
    subsequently be exchanged for shares of other OppenheimerFunds
    without being subject to an initial or contingent deferred sales
    charge, whichever is applicable.  To qualify for that privilege,
    the investor or the investor's dealer must notify the Distributor
    of eligibility for this privilege at the time the shares of
    Oppenheimer Money Market Fund, Inc. are purchased, and, if
    requested, must supply proof of entitlement to this privilege.


July 14, 1995                                       PX0865.002

<PAGE>

               OPPENHEIMER INTERMEDIATE TAX-EXEMPT BOND FUND
                      Supplement dated July 10, 1995
                 to the Prospectus dated February 1, 1995

The following changes are made to the Prospectus:

1.  The supplement dated April 19, 1995 is replaced by this supplement.

2.  The chart captioned "Shareholder Transaction Expenses" on page 3 is
amended by deleting the references to the $5.00 fee for "Exchanges"  and
inserting "None" on that line under the headings for Class A Shares and
Class C Shares; footnote 4 is deleted from that chart.

3.  In the chart captioned "Shareholder Transaction Expenses" on page 3,
footnote 3 is amended to change the $15 transaction fee for redemptions
paid by Federal Funds wire to a $10 transaction fee.

4.  The following paragraph is added at the end of "Can the Fund's
Investment Objective and Policies Change?" on page 7:

    At a meeting held July 10, 1995, the Fund's shareholders of record
    on April 21, 1995 approved the proposals set forth in the Fund's
    proxy  statement dated May 25, 1995.  The proposals were also
    briefly  described in the April 19, 1995 supplement to the Fund's
    prospectus.  

    These changes will be effective August 29, 1995, and will be
    included in the Fund's updated prospectus and statement of
    additional information dated August 29, 1995.  These changes
    include certain revisions to the Fund's investment policies. 
    Among other things, a number of fundamental investment policies
    will become non-fundamental investment policies, effective August
    29, 1995.  Fundamental policies require prior approval of the
    Fund's shareholders before they are changed.  Non-fundamental
    policies may be changed  by the Board of Trustees.  In addition,
    the Fund's name will change to "Oppenheimer Intermediate Tax-
    Exempt Fund."  Reference is made to the Fund's proxy statement
    dated May 25 1995 for further details.              

5.  In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 16 is changed by adding a new final sentence
to the introductory paragraph of that section as follows:

    The discussion below of the factors to consider in purchasing a
    particular class of shares assumes that you will purchase only one
    class of shares and not a combination of shares of different
    classes.

6.  In "Reduced Sales Charges for Class A Purchases" on page 18, the first
two sentences of the second paragraph of the section "Right of
Accumulation" are revised to read as follows:

        Additionally, you can add together current purchases of Class
    A shares of the Fund and Class A and Class B shares of other
    OppenheimerFunds to reduce the sales charge rate that applies to
    current purchases of Class A shares. You can also count Class A
    and Class B shares of OppenheimerFunds you previously purchased
    subject to an initial or contingent deferred sales charge to
    reduce the sales charge rate for current purchases of Class A
    shares, provided that you still hold that investment in one of the
    OppenheimerFunds.

7.  The first sentence of the section entitled "Letter of Intent" on page
18 is revised to read as follows:

    Under a Letter of Intent, if you purchase Class A shares of the
    Fund and Class A and Class B shares of other OppenheimerFunds
    during a 13-month period, you can reduce the sales charge rate
    that applies to your purchases of Class A shares. The total amount
    of your intended purchases of both Class A and Class B shares will
    determine the reduced sales charge rate for the Class A shares
    purchased during that period.  This can include purchases made up
    to 90 days before the date of the Letter.

8.  In the section entitled "Waivers of Class A Sales Charges" on page 18,
the following changes are made:

    The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:

    -- Waivers of Class A Sales Charges. The Class A sales charges are
    not imposed in the circumstances described below. There is an
    explanation of this policy in "Reduced Sales Charges" in the
    Statement of Additional Information.

        Waivers of Initial and Contingent Deferred Sales Charges for
    Certain Purchasers. Class A shares purchased by the following
    investors are not subject to any Class A sales charges:

    The second paragraph is replaced by the following:

        Waivers of Initial and Contingent Deferred Sales Charges in
    Certain Transactions. Class A shares issued or purchased in the
    following transactions are not subject to Class A sales charges:

        - shares issued in plans of reorganization, such as mergers,
    asset acquisitions and exchange offers, to which the Fund is a
    party
        - shares purchased by the reinvestment of dividends or other
    distributions reinvested from the Fund or other OppenheimerFunds
    (other than Oppenheimer Cash Reserves) or unit investment trusts
    for which reinvestment arrangements have been made with the
    Distributor
        - shares purchased and paid for with the proceeds of shares
    redeemed in the prior 12 months from a mutual fund (other than a
    fund managed by the Manager or any of its subsidiaries) on which
    an initial sales charge or contingent deferred sales charge was
    paid (this waiver also applies to shares purchased by exchange of
    shares of Oppenheimer Money Market Fund, Inc. that were purchased
    and paid for in this manner); this waiver must be requested when
    the purchase order is placed for your shares of the Fund, and the
    Distributor may require evidence of your qualification for this
    waiver.

9.  In the section entitled "Reinvestment Privilege" on page 21, the first
two sentences are revised to read as follows:

    If you redeem some or all of your Class A shares of the Fund, you
    have up to 6 months to reinvest all or part of the redemption
    proceeds in Class A shares of the Fund or other OppenheimerFunds
    without paying a sales charge. This privilege applies to Class A
    shares that you purchased subject to an initial sales charge and
    to Class A shares on which you paid a contingent deferred sales
    charge when you redeemed them.  It does not apply to Class C
    shares.





July 10, 1995                                          PS0860.002

<PAGE>

               OPPENHEIMER INTERMEDIATE TAX-EXEMPT BOND FUND
                   Supplement dated July 14, 1995 to the
        Statement of Additional Information dated February 1, 1995

The Statement of Additional Information is amended as follows:

1.  In the section entitled "Letters of Intent" on page 30, the first
three sentences of the first paragraph in that section are replaced by the
following:

    A Letter of Intent (referred to as a "Letter") is an investor's
    statement in writing to the Distributor of the intention to
    purchase Class A shares of the Fund or Class A and Class B shares
    of other OppenheimerFunds during a 13-month period (the "Letter of
    Intent period"), which may, at the investor's request, include
    purchases made up to 90 days prior to the date of the Letter.  The
    Letter states the investor's intention to make the aggregate
    amount of purchases of shares which, when added to the investor's
    holdings of shares of those funds, will equal or exceed the amount
    specified in the Letter.  Purchases made by reinvestment of
    dividends or distributions of capital gains and purchases made at
    net asset value without sales charge do not count toward
    satisfying the amount of the Letter.  A Letter enables an investor
    to count the Class A and Class B shares purchased under the Letter
    to obtain the reduced sales charge rate on purchases of Class A
    shares of the Fund (and other OppenheimerFunds) that applies under
    the Right of Accumulation to current purchases of Class A shares.

2.  In the section entitled "Terms of Escrow that Apply to Letters of
Intent" on page 31, item 5 of that section is replaced by the following:

    5.  The shares eligible for purchase under the Letter (or the
    holding of which may be counted toward completion of a Letter)
    include (a) Class A shares sold with a front-end sales charge or
    subject to a Class A contingent deferred sales charge, (b) Class
    B shares acquired subject to a contingent deferred sales charge,
    and (c) Class A or B shares acquired by reinvestment of dividends
    and distributions or acquired in exchange for either (i) Class A
    shares of one of the other OppenheimerFunds that were acquired
    subject to a Class A initial or contingent deferred sales charge
    or (ii) Class B shares of one of the other OppenheimerFunds that
    were acquired subject to a contingent deferred sales charge.

3.  In the section entitled "Special Arrangements for Repurchase of Shares
from Dealers and Brokers" on page 34, the last sentence of that section
is revised to read as follows:

    Ordinarily, for accounts redeemed by a broker-dealer under this
    procedure, payment will be made within three business days after
    the shares have been redeemed upon the Distributor's receipt the
    required redemption documents in proper form, with the
    signature(s) of the registered owners guaranteed on the redemption
    document as described in the Prospectus.

4.  In the section entitled "How To Exchange Shares" on page 36, the
second full paragraph is changed by adding new third and fourth sentences
as follows:

    However, shares of Oppenheimer Money Market Fund, Inc. purchased
    with the redemption proceeds of shares of other mutual funds
    (other than funds managed by the Manager or its subsidiaries)
    redeemed within the 12 months prior to that purchase may
    subsequently be exchanged for shares of other OppenheimerFunds
    without being subject to an initial or contingent deferred sales
    charge, whichever is applicable.  To qualify for that privilege,
    the investor or the investor's dealer must notify the Distributor
    of eligibility for this privilege at the time the shares of
    Oppenheimer Money Market Fund, Inc. are purchased, and, if
    requested, must supply proof of entitlement to this privilege.


July 14, 1995                                            PX0860.002



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