OPPENHEIMER MAIN STREET FUNDS INC
497, 1995-03-20
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              OPPENHEIMER MAIN STREET INCOME & GROWTH FUND
                 Supplement Dated March 31, 1995 to the
                    Prospectus Dated October 1, 1994


The Prospectus is amended as follows:


1.   Under  "Expenses" on page 3, the chart "Shareholder Transaction
Expenses" 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, Class B Shares and Class C Shares; footnote 3 is deleted
from that chart.

2.   Under "How Long Do You Expect to Hold Your Investment?" in "How to
But Shares" on page 14, the fourth paragraph of that sub-section is
amended by revising the first two sentences to read as follows:

     For most investors who invest $500,000 or more, in most cases
     Class A shares will be the more advantageous choice, no matter
     how long you intend to hold your shares. For that reason, the
     Distributor normally will not accept purchase orders of $500,000
     or more for Class B shares from a single investor. For similar
     reasons, the Distributor normally will not accept purchase
     orders of $1 million or more for Class C shares from a single
     investor.

3.   Under "Waivers of Class A Sales Charges" in "Reduced Sales Charges
for Class A Share Purchases" on page 17,  the first sentence in the second
paragraph of that subsection is amended by adding a new section (d) after
section (c) as follows:

     . . . . or (d) purchased and paid for with the redemption
     proceeds of shares of a mutual fund, other than a money market
     fund or another fund managed by the Manager or any of its
     affiliates (this waiver must be requested when you or your
     dealer places the purchase order for your shares of the Fund,
     and the Distributor may require evidence of your qualification
     for this waiver).

4.   The subheading "Telephone Redemptions Through AccountLink" on page
23 under "How To Sell Shares" is amended to read "Telephone Redemptions
Through AccountLink or By Wire," and a second paragraph is added to that
sub-section as follows:

               Shareholders may also have the Transfer Agent send
               redemption proceeds of $2,500 or more by Federal Funds
               wire to a designated commercial bank account. The bank
               must be a member of the Federal Reserve wire system.  To
               place a wire redemption request, call the Transfer Agent
               at 1-800-852-8457. The wire will normally be transmitted
               on the next bank business day after the shares are
               redeemed. There is a possibility that the wire may be
               delayed up to seven days to enable the Fund to sell
               securities to pay the redemption proceeds. No dividends
               are accrued or paid on the proceeds of shares that have
               been redeemed and are awaiting transmittal by wire. To
               establish wire redemption privileges on an account that is
               already established, please contact the Transfer Agent for
               instructions.


March 31, 1995



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