CENTENNIAL AMERICA FUND L P
497, 1998-11-17
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                      CENTENNIAL AMERICA FUND, L.P.
                Supplement dated November 16, 1998 to the
                     Prospectus dated April 24, 1998


This Supplement to the Prospectus replaces the Supplement dated May 20, 1998 and
changes the Prospectus as follows:

1. The first sentence in the sixth paragraph in the section entitled "How to Buy
Shares" on page 12 is modified to read as follows:

The Fund's  offering  price (and net asset  value) for its shares is  determined
twice each regular  business day at 12:00 Noon and at 4:00 P.M. (all  references
to time in this  Prospectus  mean New York  time) by  dividing  the value of the
Fund's net assets by the number of shares outstanding.

2. The third  sentence in the second  paragraph  under "Payment by Federal Funds
Wire" in the section entitled "How to Buy Shares" on page 13 is modified to read
as follows:

Distributions  will  begin to accrue  on the next  regular  business  day if the
Federal  Funds and purchase  order are received and accepted  between 12:00 Noon
and 4:00 P.M.

3. The second and third sentence of the paragraph under "Guaranteed  Payment" in
the  section  entitled  "How to Buy  Shares" on page 14 are  modified to read as
follows:

If an order is received  between 12:00 Noon and 4:00 P.M. on a regular  business
day with the  broker-dealer's  guarantee that payment for such shares in Federal
Funds will be  received by the  Custodian  prior to 4:00 P.M.  the next  regular
business  day,  the order will be  effected at 4:00 P.M. on the day the order is
received,  and  distributions  on such  shares  will begin to accrue on the next
regular  business day if the Federal Funds are received by the required time. If
the broker-dealer  guarantees that the Federal Funds payment will be received by
the Fund's Custodian by 2:00 P.M. on a regular business day on which an order is
placed for shares after 12:00 noon, the
                                                (continued)


<PAGE>



order will be effected at 4:00 P.M. that day and distributions will begin to
 accrue on such shares on the purchase date.

4. The eighth and ninth sentence in the paragraph  under  "Expedited  Redemption
Procedure" in the section  entitled "How to Sell Shares" on page 15 are modified
to read as follows:

The wire for the redemption  proceeds of shares redeemed  between 12:00 noon and
4:00  P.M.   normally  will  be   transmitted  by  the  Transfer  Agent  to  the
shareholder's  designated  U.S. bank account on the next bank business day after
the redemption.  Shares  redeemed  between 12:00 noon and 4:00 P.M. earn accrued
interest  on the  redemption  date but no  interest  is paid on the  proceeds of
redeemed shares awaiting transmittal by wire.

5. The second sentence in the paragraph under  "Automatic  Withdrawal  Plans" in
the  section  entitled  "How to Sell  Shares" on page 16 is  modified to read as
follows:

Shares will be redeemed as of 4:00 P.M.,  three days prior to the date requested
by the shareholder for receipt of the payment.

6. The second sentence of the fourth paragraph entitled "Exchange  Privilege" in
the  section  entitled  "Exchanges  of Shares" on page 17 is modified to read as
follows:

      The  redemption  proceeds  of shares of the Fund,  acquired by exchange of
      Class  A  shares  of an  Eligible  Fund  purchased  subject  to a  Class A
      Contingent Deferred Sales Charge ("CDSC") and redeemed within 18 months of
      the end of the  calendar  month of the initial  purchase of the  exchanged
      shares, will be subject to the Class A CDSC as described in the prospectus
      of that other  Eligible  Fund.  (A different  holding  period may apply to
      shares purchased prior to June 1, 1998).

7. The fourth sentence of the paragraph entitled  "Distributions" in the section
entitled "Distribution and Taxes" on page 19 is modified to read as follows:

                                                      (continued)


                               -2-

<PAGE>


Such  redemption  proceeds  will  include  all  distributions  accrued up to the
redemption  date for  shares  redeemed  prior to 12:00  noon,  and  include  all
distributions  accrued through the redemption  date for shares redeemed  between
12:00 noon and 4:00 P.M.




November 16, 1998                                           PS0870.004


                                  -3-

<PAGE>




                      CENTENNIAL AMERICA FUND, L.P.
                Supplement dated November 16, 1998 to the
        Statement of Additional Information dated April 24, 1998


This  Supplement  to  the  Statement  of  Additional  Information  replaces  the
Supplement  dated  June  15,  1998  and  changes  the  Statement  of  Additional
Information as follows:

1. The fifth sentence under the section entitled  "Managing General Partners and
Officers" on page 4 is modified as follows:

     All of the officers except Ms. Wolf and Mr. Zimmer hold similar position as
     officers of all the Denver Oppenheimer funds.

2. The  biography for Dorothy G. Warmack  under the section  entitled  "Managing
General Partners and Officers" on page 6 is deleted.

3. The first sentence in the first paragraph under  "Determination  of Net Asset
Value Per Share" in the section  entitled  "Purchase,  Redemption and Pricing of
Shares" on page 14 is modified to read as follows:

The net asset value per share of the Fund is determined twice a day, as of 12:00
Noon  and as of  4:00  P.M.  on  each  day  the New  York  Stock  Exchange  (the
"Exchange")  is open (a "regular  business  day"),  by dividing the value of the
Fund's net assets by the number of shares outstanding.

4. The second sentence in the first paragraph under  "Determination of Net Asset
Value Per Share" in the section  entitled  "Purchase,  Redemption and Pricing of
Shares" on page 14 is deleted in its entirety.

5. The first sentence in the paragraph under "Expedited  Redemption  Procedures"
in the section entitled "Purchase,  Redemption and Pricing of Shares" on page 16
is modified to read as follows:

Under the Expedited Redemption Procedure, as discussed in the Prospectus,
                                                (continued)


<PAGE>


the wiring of redemption proceeds may be delayed if the Fund's Custodian bank is
not open for business on a day that the Fund would  normally  authorize the wire
to be made,  which is usually same day as a redemption that is effected prior to
12:00 Noon,  and the Fund's next regular  business day for  redemptions  between
12:00 Noon and 4:00 P.M.

6. The list of  Corporate  Industry  Classifications  (Exhibit B) on page B-1 is
modified by including the following new classification: Asset Backed.


November 16, 1998                                             PX0870.002



                                  -2-



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