OPPENHEIMER CHAMPION HIGH YIELD FUND
497, 1994-11-09
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                   OPPENHEIMER CHAMPION HIGH YIELD FUND
                 Supplement dated November 1, 1994 to the 
                     Prospectus dated February 1, 1994

     The Prospectus is amended as follows:

     1.   The following text is added below the Class A sales charge table
in "Class A Shares" on page 15 of the Prospectus:

          In addition to paying dealers the regular commission for
     sales of Class A shares stated in the sales charge table in
     "Class A Shares," the Distributor will pay the following
     additional commission for shares of the Fund sold in "current
     qualifying transactions" from November 1, 1994, through December
     31, 1994: (1) 1.00% of the offering price of Class A shares sold
     by a registered representative of a participating broker or
     dealer or a sales representative of a participating financial
     institution that has a sales agreement with the Distributor, and
     (2) on each sale of Class A shares made pursuant to the sales
     charge waiver arrangement described below in section 2 of this
     supplement, 1.00% of the first $2.5 million, plus .50% of the
     next $2.5 million, plus .25% of share purchases over $5 million;
     if such shares are redeemed less than eighteen months after the
     date such shares were sold, the Distributor is entitled to
     recover from the dealer or broker on demand this additional
     commission.  "Current qualifying transactions" are sales by a
     registered representative or sales representative in the amount
     of $100,000 or more (calculated at offering price) of Class A
     and/or Class B shares (if available) of any one or more of the
     following OppenheimerFunds:  the Fund, Oppenheimer Global Fund,
     Oppenheimer Global Growth & Income Fund, Oppenheimer Growth
     Fund, Oppenheimer Limited-Term Government Fund, Oppenheimer Main
     Street Income & Growth Fund and Oppenheimer Strategic Income
     Fund.  The $100,000 requirement is satisfied if the aggregate
     of "previous qualifying transactions" and "current qualifying
     transactions" equals or exceeds $100,000.  

          "Previous qualifying transactions" are sales from October
     1, 1994 to October 31, 1994 by a registered representative or
     sales representative of Class A and/or Class B shares (if
     available) of any one or more of the following OppenheimerFunds:
     Oppenheimer Growth Fund, Oppenheimer Global Fund, Oppenheimer
     Global Growth & Income Fund, and Oppenheimer Strategic Income
     Fund.  "Previous qualifying transactions" do not include sales
     of Class A shares (a) at net asset value without sales charge,
     (b) subject to a contingent deferred sales charge, or (c)
     intended but not yet transacted under a Letter of Intent. 

                                                         (continued)



<PAGE>


          "Current qualifying transactions" do not include sales of
     Class A shares (a) at net asset value without sales charge
     (except as described above in this supplement), (b) subject to
     a contingent deferred sales charge (although such sales are
     included for purposes of satisfying the $100,000 requirement),
     or (c) intended but not yet transacted under a Letter of Intent. 
     

     2.   The following text is added after the first sentence of the
first paragraph under the subcaption "Other Circumstances" on page 18:

     In addition, no initial or deferred sales charge will be imposed
     on Class A shares of the Fund paid for with the redemption
     proceeds of shares of a mutual fund other than a money market
     fund or a fund managed by the Manager or its affiliates.  This
     sales charge waiver must be requested when you buy your shares,
     and the Distributor may require evidence of qualification for
     this waiver.


November 1, 1994



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