OPPENHEIMER MAIN STREET FUNDS INC
497, 1995-05-25
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                     OPPENHEIMER MAIN STREET INCOME & GROWTH FUND
                          Supplement Dated May 1, 1995 to the
                           Prospectus Dated October 1, 1994


The Prospectus is amended as follows:

1.    The supplement dated April 20, 1995, to the Prospectus is replaced
by this supplement.

2.    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; existing footnote 3 is
deleted from that chart.  A new line entitled "Redemption Fee" is added
to the chart with the word "None" under the headings for Class A, B and
C shares, with a reference to a new footnote (3) after each, and the
footnote is added under the chart as follows: "(3) There is a $10
transaction fee for redemptions paid by Federal Funds wire, but not for
redemptions paid by check or ACH wire through AccountLink (see 'How To
Sell Shares')."

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

      For 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.

4.    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 proceeds of 

                                                                (continued)

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      shares redeemed in the prior 12 months from a mutual fund on
      which an initial sales charge or contingent deferred sales
      charge was paid (other than a fund managed by the Manager or any
      of its affiliates) (this waiver must be requested when the
      purchase order is placed for your shares of the Fund, and the
      Distributor may require evidence of your qualification for this
      waiver).

5.    Under "Reinvestment Privilege" on page 21, the second sentence is
revised to read as follows: "This privilege applies only to redemptions
of Class A shares, or to redemptions of Class B shares of the Fund that
you purchased by reinvesting dividends or distributions or on which you
paid a contingent deferred sales charge when you redeemed them."

6.    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.  There is a $10 fee for each
      Federal Funds wire. 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.

7.    The second and third sentences in the first paragraph of "How To
Exchange Shares" on page 23 are deleted.

8.    The section titled "Debt Securities" on page 6 is deleted and
replaced with the following:

      -- Investments in Bonds and Convertible Securities.    The Fund

                                                                (continued)

<PAGE>

      invests in bonds, debentures and other debt securities to seek
      its investment objective.  The Fund's investments may include
      investment-grade bonds rated at least "Baa" by Moody's Investors
      Service, Inc. ("Moody's") or at least "BBB" by Standard & Poor's
      Corporation ("Standard & Poor's") or having comparable ratings
      by other rating organizations.  If the securities are unrated,
      they must be judged by the Manager to be of comparable quality
      to rated bonds within those grades.  

      The Fund may invest up to 25% of its total assets in "lower grade"
      debt securities.  Those are debt securities rated less than
      investment-grade or unrated securities judged by the Manager to be
      of comparable quality to lower-rated debt securities.  The Fund may
      invest no more than 10% of its total assets in lower-grade debt
      securities that are not convertible.  The Fund considers convertible
      securities to be "equity equivalents" because of the conversion
      feature and the security's rating has less impact on the investment
      decision than in the case of non-convertible securities.

      -- Special Risks of Lower-Grade Securities.    High yield, lower-grade
      securities, whether rated or unrated, often have speculative
      characteristics.  Lower-grade securities have special risks that make
      them riskier investments than investment grade securities.  They may
      be subject to greater market fluctuations and risk of loss of income
      and principal than lower yielding, investment-grade securities. 
      There may be less of a market for them and therefore they may be
      harder to sell at an acceptable price.  There is a relatively greater
      possibility that the issuer's earnings may be insufficient to make
      the payments of interest due on the bonds.  The issuer's low
      creditworthiness may increase the potential for its insolvency.

      These risks mean that the Fund may not achieve the expected income
      from lower-grade securities, and that the Fund's net asset value per
      share may be affected by declines in value of these securities. 
      However, the Fund's limitations on investments in these types of
      securities may reduce some of the risk, as will the Fund's policy of
      diversifying its investments.  Also, convertible securities may be
      less subject to some of these risks than other debt securities, to
      the extent they can be converted into stock, which may be more liquid
      and less affected by these other risk factors.



May 1, 1995                                                       PS0700.004



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