OPPENHEIMER MAIN STREET FUNDS INC
497, 1995-07-25
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                               OPPENHEIMER MAIN STREET INCOME & GROWTH FUND
                                  Supplement dated July 14, 1995 to the 
                                     Prospectus dated October 1, 1994

The following changes are made to the Prospectus:

1.      The supplements dated January 3, 1995 and May 1, 1995 are 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.      Footnote 1 under the "Shareholder Transaction Expenses" chart in
"Expenses" on page 3 is changed to read as follows:

        1. If you invest more than $1 million (more than $500,000 for
        purchases by OppenheimerFunds prototype 401(k) plans) in Class
        A shares, you may have to pay a sales charge of up to 1% if you
        sell your shares within 18 calendar months from the end of the
        calendar month in which you purchased those shares. See "How to
        Buy Shares -- Class A Shares," below.

4.      The second sentence of the section captioned "Organization and
        History" under "How the Fund is Managed" on page 10 is amended to
        read as follows:  "The Fund is a diversified mutual fund and
        commenced operations on February 3, 1988."

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

        - Investments in Bonds and Convertible Securities.    The Fund
        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.

6.      In "How to Buy Shares," the section entitled "Class A Shares" under
"Classes of Shares" on page 13 is changed to read as follows:

        If you buy Class A shares, you may pay an initial sales charge
        on investments up to $1 million (up to $500,000 for purchases
        by OppenheimerFunds prototype 401(k) plans). If you purchase
        Class A shares as part of an investment of at least $1 million
        ($500,000 for OppenheimerFunds prototype 401(k) plans) in shares
        of one or more OppenheimerFunds, you will not pay an initial
        sales charge, but if you sell any of those shares within 18
        months of buying them, you may pay a contingent deferred sales
        charge. The amount of that sales charge will vary depending on
        the amount you invested. Sales charge rates are described in
        "Class A Shares" below.

7.      In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on pages 13 and 14 is changed by adding a new final
sentence to the second paragraph of that section as follows:

        The discussion below of the factors to consider in purchasing
        a particular class of shares assumes that you will purchase only
        one class of shares and not a combination of shares of different
        classes.

8.      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.

9.      (a)  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")." 
        
        (b)  The fourth sentence of the section captioned "At What Price
        Are Shares Sold?" under "How to Buy Shares" on page 15 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."

10.     In "How to Buy Shares," the first paragraph of the section "Class A
Contingent Deferred Sales Charge" on page 16 is amended in its entirety
to read as follows:

        There is no initial sales charge on purchases of Class A shares
        of any one or more of the OppenheimerFunds in the following
        cases: 
               - purchases aggregating $1 million or more, or 
               - purchases by an OppenheimerFunds prototype 401(k)
               plan that:  (1) buys shares costing $500,000 or more
               or (2) has, at the time of purchase, 100 or more
               eligible participants, or (3) certifies that it
               projects to have annual plan purchases of $200,000 or
               more.
               
               Shares of any of the OppenheimerFunds that offers only one
        class of shares that has no designation are considered "Class
        A shares" for this purpose. The Distributor pays dealers of
        record commissions on those purchases in an amount equal to the
        sum of 1.0% of the first $2.5 million, plus 0.50% of the next
        $2.5 million, plus 0.25% of purchases over $5 million.  That
        commission will be paid only on the amount of those purchases
        in excess of $1 million ($500,000 for purchases by
        OppenheimerFunds 401(k) prototype plans) that were not
        previously subject to a front-end sales charge and dealer
        commission.

11.     In "Reduced Sales Charges for Class A Purchases" on page 17, the
first sentence of the section "Right of Accumulation" is changed to read
as follows:

        To qualify for the lower sales charge rates that apply to larger
        purchases of Class A shares, you and your spouse can add
        together Class A and Class B shares you purchase for your
        individual accounts, or jointly, or for trust or custodial
        accounts on behalf of your children who are minors.

The first two sentences of the second paragraph of that section are
revised to read as follows:

               Additionally, you can add together current purchases of
        Class A and Class B shares of the Fund and other
        OppenheimerFunds to reduce the sales charge rate that applies
        to current purchases of Class A shares. You can also count Class
        A and Class B shares of OppenheimerFunds you previously
        purchased subject to an initial or contingent deferred sales
        charge to reduce the sales charge rate for current purchases of
        Class A shares, provided that you still hold that investment in
        one of the OppenheimerFunds.

12.     The first sentence of the section entitled "Letter of Intent" is
revised to read as follows:

        Under a Letter of Intent, if you purchase Class A shares or
        Class A shares and Class B shares of the Fund and other
        OppenheimerFunds during a 13-month period, you can reduce the
        sales charge rate that applies to your purchases of Class A
        shares. The total amount of your intended purchases of both
        Class A and Class B shares will determine the reduced sales
        charge rate for the Class A shares purchased during that period.

13.     In the section entitled "Waivers of Class A Sales Charges" on page
17, the following changes are made:

The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:

        - Waivers of Class A Sales Charges. The Class A sales charges
        are not imposed in the circumstances described below. There is
        an explanation of this policy in "Reduced Sales Charges" in the
        Statement of Additional Information.

               Waivers of Initial and Contingent Deferred Sales Charges
        for Certain Purchasers. Class A shares purchased by the
        following investors are not subject to any Class A sales
        charges:

The introductory phrase preceding the list of sales charge waivers in the
second paragraph is replaced by the following and a new subsection (d) is
added to that same paragraph following subsection (c):
                                                                                
               Waivers of Initial and Contingent Deferred Sales Charges
        in Certain Transactions. Class A shares issued or purchased in
        the following transactions are not subject to Class A sales
        charges:
        . . .
               (d) shares purchased and paid for with the proceeds of
        shares redeemed in the prior 12 months from a mutual fund (other
        than a fund managed by the Manager or any of its subsidiaries)
        on which an initial sales charge or contingent deferred sales
        charge was paid (this waiver also applies to shares purchased
        by exchange of shares of Oppenheimer Money Market Fund, Inc.
        that were purchased and paid for in this manner); 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.

The third paragraph of that section is revised to read as follows:

               Waivers of the Class A Contingent Deferred Sales Charge.
        The Class A contingent deferred sales charge does not apply to
        purchases of Class A shares at net asset value without sales
        charge as described in the two sections above. It is also waived
        if shares that would otherwise be subject to the contingent
        deferred sales charge are redeemed in the following cases:
               - for retirement distributions or loans to participants or
        beneficiaries from qualified retirement plans, deferred
        compensation plans or other employee benefit plans, including
        OppenheimerFunds prototype 401(k) plans (these are all referred
        to as "Retirement Plans"); or
               - to return excess contributions made to Retirement Plans; or
               - to make Automatic Withdrawal Plan payments that are
        limited annually to no more than 12% of the original account
        value; or
               - involuntary redemptions of shares by operation of law or
        involuntary redemptions of small accounts (see "Shareholder
        Account Rules and Policies," below); or
               - if, at the time a purchase order is placed for Class A
        shares that would otherwise be subject to the Class A contingent
        deferred sales charge, the dealer agrees to accept the dealer's
        portion of the commission payable on the sale in installments
        of 1/18th of the commission per month (and no further commission
        will be payable if the shares are redeemed within 18 months of
        purchase); or
               - for distributions from OppenheimerFunds prototype 401(k)
        plans for any of the following cases or purposes: (1) following
        the death or disability (as defined in the Internal Revenue
        Code) of the participant or beneficiary (the death or disability
        must occur after the participant's account was established); (2)
        hardship withdrawals, as defined in the plan; (3) under a
        Qualified Domestic Relations Order, as defined in the Internal
        Revenue Code; (4) to meet the minimum distribution requirements
        of the Internal Revenue Code; (5) to establish "substantially
        equal periodic payments" as described in Section 72(t) of the
        Internal Revenue Code, or (6) separation from service.

14.     The first paragraph of the section entitled "Waivers of Class B Sales
Charge" on page 18 is amended by replacing the introductory phrase of that
paragraph with the sentences below and adding a new section at the end of
that paragraph as follows:

        - Waivers of Class B Sales Charge. The Class B contingent
        deferred sales charge will not be applied to shares purchased
        in certain types of transactions nor will it apply to Class B
        shares redeemed in certain circumstances as described below. The
        reasons for this policy are in "Reduced Sales Charges" in the
        Statement of Additional Information.

               Waivers for Redemptions of Shares in Certain Cases. The
        Class B contingent deferred sales charge will be waived for
        redemptions of shares in the following cases:
               . . . .
               (5) for distributions from OppenheimerFunds prototype
        401(k) plans (a) for hardship withdrawals; (b) under a Qualified
        Domestic Relations Order, as defined in the Internal Revenue
        Code; (c) to meet minimum distribution requirements as defined
        in the Internal Revenue Code; (d) to make "substantially equal
        periodic payments" as described in Section 72(t) of the Internal
        Revenue Code; or (e) for separation from service.

15.     The first paragraph of the section entitled "Waivers of Class C Sales
Charge" on page 20 is amended by replacing the introductory phrase of that
paragraph with the sentences below and adding a new section at the end of
that paragraph as follows:

        - Waivers of Class C Sales Charge. The Class C contingent
        deferred sales charge will not be applied to shares purchased
        in certain types of transactions nor will it apply to Class C
        shares redeemed in certain circumstances as described below. 
        The reasons for this policy are in "Reduced Sales Charges" in
        the Statement of Additional Information.

               Waivers for Redemptions of Shares in Certain Cases. The
        Class C contingent deferred sales charge will be waived for
        redemptions of shares in the following cases:
               . . . .
               (4) for distributions from OppenheimerFunds prototype
        401(k) plans (a) for hardship withdrawals; (b) under a Qualified
        Domestic Relations Order, as defined in the Internal Revenue
        Code; (c) to meet minimum distribution requirements as defined
        in the Internal Revenue Code; (d) to make "substantially equal
        periodic payments" as described in Section 72(t) of the Internal
        Revenue Code; or (e) for separation from service.

16.     In the section entitled "Reinvestment Privilege" on page 21, the
first three sentences are revised to read as follows:

        If you redeem some or all of your Class A or B shares of the
        Fund, you have up to 6 months to reinvest all or part of the
        redemption proceeds in Class A shares of the Fund or other
        OppenheimerFunds without paying a sales charge. This privilege
        applies to Class A shares that your purchased subject to an
        initial sales charge and to Class A or B shares on which you
        paid a contingent deferred sales charge when you redeemed them. 
        It does not apply to Class C shares.

17.     In the section entitled "Retirement Plans" on page 21, the following
is added to the list of plans offered by the Distributor:

        - 401(k) prototype retirement plans for businesses

18.     The second sentence of the section captioned "Selling Shares by
Telephone" under "How to Sell Shares" on page 22 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.

19.     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.

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

21.     The section captioned "How To Exchange Shares" on page 23 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.

22.     The first sentence of the section captioned "Net Asset Value Per
Share" under "Shareholder Account Rules and Policies" on page 24 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.



July 14, 1995                                                 PS0700.006

<PAGE>

                               OPPENHEIMER MAIN STREET INCOME & GROWTH FUND
                                      Supplement dated July 14, 1995
           to the Statement of Additional Information dated October 1, 1994

The Statement of Additional Information is amended as follows:

1.      The supplement dated January 3, 1995 is replaced by this supplement.

2.      The first sentence of the section entitled "Determination of Net
Asset Value Per Share" under "How to Buy Shares" on page 24 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, Class B and Class C
        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).

3.      The section entitled "AccountLink" under "How to Buy Shares" on page
25 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. 

4.      In the section entitled "Letters of Intent" on pages 26, the first
paragraph in that section is replaced by the following:

        -  Letters of Intent.  A Letter of Intent (referred to as a
        "Letter") is an investor's statement in writing to the
        Distributor of the intention to purchase Class A shares or Class
        A and Class B shares of the Fund (and other OppenheimerFunds
        during a 13-month period (the "Letter of Intent period"), which
        may, at the investor's request, include purchases made up to 90
        days prior to the date of the Letter.  The Letter states the
        investor's intention to make the aggregate amount of purchases
        of shares which, when added to the investor's holdings of shares
        of those funds, will equal or exceed the amount specified in the
        Letter.  Purchases made at net asset value without sales charge
        do not count toward satisfying the amount of the Letter.  A
        letter enables an investor to count the Class A and Class B
        shares purchased under the Letter to obtain the reduced sales
        charge rate on purchases of Class A shares of the Fund (and
        other OppenheimerFunds) that applies under the Right of
        Accumulation to current purchases of Class A shares.  Each
        purchase of Class A shares under the Letter will be made at the
        public offering price (including the sales charge) that applies
        to a single lump-sum purchase of shares in the amount intended
        to be purchased under the Letter.

5.      In the section entitled "Letters of Intent" on pages 26 and 27, a new
third paragraph is added as follows:

        For purchases of shares of the Fund and other OppenheimerFunds
        by OppenheimerFunds prototype 401(k) plans under a Letter of
        Intent, the Transfer Agent will not hold shares in escrow.  If
        the intended purchase amount under the Letter entered into by
        an OppenheimerFunds prototype 401(k) plan is not purchased by
        the plan by the end of the Letter of Intent period, there will
        be no adjustment of commissions paid to the broker-dealer or
        financial institution of record for accounts held in the name
        of that plan.

6.      In the section entitled "Terms of Escrow for Letters of Intent" on
page 28, item 5 of that section is replaced by the following:

        5.  The shares eligible for purchase under the Letter (or the
        holding of which may be counted toward completion of a Letter)
        include (a) Class A shares sold with a front-end sales charge
        or subject to a Class A contingent deferred sales charge, (b)
        Class B shares acquired subject to a contingent deferred sales
        charge, and (c) Class A or B shares acquired by reinvestment of
        dividends and distributions or acquired in exchange for either
        (i) Class A shares of one of the other OppenheimerFunds that
        were acquired subject to a Class A initial or contingent
        deferred sales charge or (ii) Class B shares of one of the other
        OppenheimerFunds that were acquired subject to a contingent
        deferred sales charge.

7.      In the section entitled "Distributions from Retirement Plans" on page
30, the phrase "401(k) plans" is added after "403(b)(7) custodial plans"
in the first sentence, and the third sentence of that section is revised
to read as follows:

        Participants, other than self-employed persons maintaining a
        plan account in their own name) in OppenheimerFunds-sponsored
        prototype pension, profit-sharing or 401(k) plans may not
        directly redeem or exchange shares held for their account under
        those plans.

8.      In the section entitled "Special Arrangements for Repurchase of
Shares from Dealers and Brokers" on page 30, the second and third
sentences of that section are revised 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.). 
        Ordinarily, for accounts redeemed by a broker-dealer under this
        procedure, payment will be made within three business days after
        the shares have been redeemed upon the Distributor's receipt of
        the required redemption documents in proper form, with the
        signature(s) of the registered owners guaranteed on the
        redemption document as described in the Prospectus.

9.      In the section entitled "How to Exchange Shares" on pages 32 and 33,
the second full paragraph is changed by adding new third and fourth
sentences as follows:

        However, shares of Oppenheimer Money Market Fund, Inc. purchased
        with the redemption proceeds of shares of other mutual funds
        (other than funds managed by the Manager or its subsidiaries)
        redeemed within the 12 months prior to that purchase may
        subsequently be exchanged for shares of other OppenheimerFunds
        without being subject to an initial or contingent deferred sales
        charge, whichever is applicable.  To qualify for that privilege,
        the investor or the investor's dealer must notify the
        Distributor of eligibility for this privilege at the time the
        shares of Oppenheimer Money Market Fund, Inc. are purchased,
        and, if requested, must supply proof of entitlement to this
        privilege.


July 14, 1995                                                PX0700.003


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