OPPENHEIMER MAIN STREET FUNDS INC
497, 1994-12-29
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           OPPENHEIMER MAIN STREET CALIFORNIA TAX-EXEMPT FUND
Supplement dated January 3, 1995 to the Prospectus dated October 1, 1994

The Prospectus is amended as follows:

1.   The first sentence of the section captioned "Non-Diversification"
     under "Investment Objective and Policies - Investment Policies and
     Strategies" on page 7 is revised to read as follows:  "The Fund is
     a "non-diversified" mutual fund."

2.   The section captioned "At What Price Are Shares Sold?" under "How to
     Buy Shares" on page 15 is amended to change the time of day at which
     the net asset value is determined, by revising the second sentence
     to read as follows: "In most cases, to enable you to receive that
     day's offering price, the Distributor must receive your order by the
     time of day The New York Stock Exchange closes, which is normally
     4:00 P.M., New York time, but may be earlier on some days (all
     references to time in this Prospectus mean "New York time")."  The
     fourth sentence of the section is revised to read as follows: "If you
     buy shares through a dealer, the dealer must receive your order by
     the close of The New York Stock Exchange on a regular business day
     and transmit it to the Distributor so that it is received before the
     Distributor's close of business that day, which is normally 5:00
     P.M."

3.   The second sentence of the section captioned "Selling Shares by
     Telephone" under "How to Sell Shares" on page 21 is revised to read
     as follows: "To receive the redemption price on a regular business
     day, your call must be received by the Transfer Agent by the close
     of The New York Stock Exchange that day, which is normally 4:00 P.M.,
     but may be earlier on some days."

4.   The section captioned "How To Exchange Shares" on page 22 is amended
     by revising the first sentence in the first "bulleted" paragraph
     following "Telephone Exchange Requests" to read as two sentences as
     follows: "Shares are normally redeemed from one fund and purchased
     from the other fund in the exchange transaction on the same regular
     business day on which the Transfer Agent receives an exchange request
     that is in proper form by the close of The New York Stock Exchange
     that day, which is normally 4:00 P.M., but may be earlier on some
     days.  However, either fund may delay the purchase of shares of the
     fund you are exchanging into if it determines it would be
     disadvantaged by a same-day transfer of the proceeds to buy shares."

5.   The first sentence of the section captioned "Net Asset Value Per
     Share" under "Shareholder Account Rules and Policies" on page 22 is
     revised to read as follows: "Net Asset Value Per Share is determined
     for each class of shares as of the close of The New York Stock
     Exchange on each regular business day by dividing the value of the
     Fund's net assets attributable to a class by the number of shares of
     that class that are outstanding."

January 3, 1995                                                         

<PAGE>
           OPPENHEIMER MAIN STREET CALIFORNIA TAX-EXEMPT FUND
                    Supplement dated January 3, 1995
    to the Statement of Additional Information dated October 1, 1994

The Statement of Additional Information is amended as follows:

1.   The first sentence of the section entitled "Determination of Net
     Asset Value Per Share" under "How To Buy Shares" on page 30 is
     amended to read as follows, and a new second sentence is added
     to that section as follows: "The net asset values per share of
     Class A and Class B shares of the Fund are determined as of the
     close of business of The New York Stock Exchange (the "NYSE")
     on each day that the NYSE is open by dividing the Fund's net
     assets attributable to a class by the number of shares of that
     class that are outstanding.  The NYSE normally closes at 4:00
     P.M., New York time, but may close earlier on some days (for
     example, in case of weather emergencies or on days falling
     before a holiday)."  

2.   The section entitled "AccountLink" under "How To Buy Shares" on
     page 30 is revised by replacing the text after the second
     sentence with the following:  "Dividends will begin to accrue
     on shares purchased by the proceeds of ACH transfers on the
     business day the Fund receives Federal Funds for the purchase
     through the ACH system before the close of the NYSE.  The NYSE
     normally closes at 4:00 P.M., but may close earlier on certain
     days.  If Federal Funds are received on a business day after the
     close of the NYSE, the shares will be purchased and dividends
     will begin to accrue on the next regular business day.  The
     proceeds of ACH transfers are normally received by the Fund
     three days after the transfers are initiated.  The Distributor
     and the Fund are not responsible for any delays in purchasing
     shares resulting from delays in ACH transmissions." 

3.   The second sentence of the section entitled "Special
     Arrangements for Repurchase of Shares from Dealers and Brokers"
     under "How to Sell Shares" on page 36 is amended to read as
     follows: "The repurchase price per share will be the net asset
     value next computed after the Distributor receives the order
     placed by the dealer or broker, except that if the Distributor
     receives a repurchase order from a dealer or broker after the
     close of the NYSE on a regular business day, it will be
     processed at that day's net asset value if the order was
     received by the dealer or broker from its customer prior to the
     time the NYSE closes (normally, that is 4:00 P.M., but may be
     earlier on some days) and the order was transmitted to and
     received by the Distributor prior to its close of business that
     day (normally 5:00 P.M.)."

January 3, 1995                                                         

 


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