OPPENHEIMER MAIN STREET FUNDS INC
497, 1994-06-24
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               OPPENHEIMER MAIN STREET INCOME & GROWTH FUND
                   Supplement dated June 27, 1994 to the
                     Prospectus dated October 25, 1993


     The Prospectus is amended by adding the following text directly below
the Class A sales charge table in "Class A Shares" on page 12 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, as additional
     commission for shares of the Fund sold in "qualifying
     transactions" from June 27, 1994, through August 31, 1994, .75%
     of the offering price of Class A shares sold by a registered
     representative of a participating broker or dealer or by a sales
     representative of a participating financial institution that has
     a sales agreement with the Distributor.  "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 Champion High Yield Fund, Oppenheimer High Yield
     Fund, Oppenheimer Global Fund, Oppenheimer Discovery Fund,
     Oppenheimer Strategic Income Fund, Oppenheimer Total Return
     Fund, Inc. and Oppenheimer Limited-Term Government Fund. 
     "Qualifying transactions" do not include sales of Class A shares
     (1) at net asset value without sales charge, (2) subject to a
     contingent deferred sales charge, or (3) intended under a Letter
     of Intent.


June 27, 1994                                                         PS700


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