(logo)OPPENHEIMERFUNDS
Denis Mouller OppenheimerFund, Inc.
Vice President and Two World Trade Center, 34th Floor
Associate Counsel New York, New York 10048-0203
212 323-2000 Fax 212 323-0558
October 18, 1996
Securities and Exchange Commission
OFICS File Support
Mail Stop O-7, SEC Operations Center
6432 Alexandria, VA 22312
Re: Oppenheimer Main Street Funds, Inc.
Reg. No. 33-17850; File No. 811-5360
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made under Rule 497(e) of the
Securities Act of 1933 on behalf of Oppenheimer Main Street Funds, Inc. and its
two series (the "Funds"): Oppenheimer Main Street Income & Growth Fund and
Oppenheimer Main Street California Municipal Fund. The filing includes
supplements dated October 18, 1996 to Main Street Income & Growth Fund's
Prospectus and Statement of Additional Information, each dated November 1, 1995,
and a supplement dated October 18, 1996 to the prospectus of Oppenheimer Main
Street California Municipal Fund, dated November 1, 1995.
Very truly yours,
/s/ Denis Molleur
------------------
Denis Molleur
Vice President &
Associate Counsel
(212) 323-0560
DM
cc: Allan Adams, Esq.
Deloitte & Touche LLP
Ms. Gloria LaFond
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OPPENHEIMER MAIN STREET INCOME & GROWTH FUND
Supplement Dated October 18, 1996
To the Prospectus dated November 1, 1995
The Prospectus is amended as follows:
1. The Supplement dated September 13, 1996 is replaced with this
Supplement.
2. The parenthetical in footnote 1 following the table in the section
captioned "Shareholder Transaction Expenses" on page 4 is revised to read as
follows: "($500,000 or more for purchases by "Retirement Plans," as defined in
"Class A Contingent Deferred Sales Charge" on page 27)."
3. The first and second sentences in the sub-section captioned "Class A
Shares" in "How to Buy Shares-Classes of Shares" on page 23 are revised 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
"Retirement Plans," as defined in "Class A Contingent Deferred Sales
Charge" on page 27). If you purchase Class A shares as part of an
investment of at least $1 million ($500,000 for Retirement Plans) in
shares of one or more Oppenheimer funds, 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.
4. The first and second paragraphs in the section captioned "Class A
Contingent Deferred Sales Charge" on page 27 are revised to read as follows:
There is no initial sales charge on purchases of Class A shares of any
one or more of the Oppenheimer funds in the following cases:
o Purchases aggregating $1 million or more.
o Purchases by a retirement plan qualified under sections 401(a) or
401(k) of the Internal Revenue Code, by a non-qualified deferred
compensation plan (not including Section 457 plans), employee benefit
plan, group retirement plan (see "How to Buy Shares - Retirement Plans"
in the Statement of Additional Information for further
[continued]
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details), an employee's 403(b)(7) custodial plan account, SEP IRA,
SARSEP, or SIMPLE plan (all of these plans are collectively referred to
as "Retirement Plans"); 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.
o Purchases by an OppenheimerFunds Rollover IRA if the purchases are
made (1) through a broker, dealer, bank or registered investment
adviser that has made special arrangements with the Distributor for
these purchases, or (2) by a direct rollover of a distribution from a
qualified retirement plan if the administrator of that plan has made
special arrangements with the Distributor for those purchases.
The Distributor pays dealers of record commissions on those purchases
in an amount equal to (i) 1.0% for non-Retirement Plan accounts, and
(ii) for Retirement Plan accounts, 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 those purchases that were
not previously subject to a front-end sales charge and dealer
commission. No sales commission will be paid to the dealer, broker or
financial institution on sales of Class A shares purchased with the
redemption proceeds of shares of a mutual fund offered as an investment
option in a Retirement Plan in which Oppenheimer funds are also offered
as investment options under a special arrangement with the Distributor
if the purchase occurs more than 30 days after the addition of the
Oppenheimer funds as an investment option to the Retirement Plan.
5. Effective January 1, 1997, the second sentence in the section
captioned "Special Arrangements with Dealers" on page 28 is deleted.
6. The seventh subparagraph under the section captioned "Waivers of
Class A Sales Charges - Waivers of Initial and Contingent Deferred Sales Charges
for Certain Purchasers" on page 29 is deleted and replaced with the following
subparagraph:
|_| (1) investment advisors and financial planners who charge
an advisory, consulting or other fee for their services and
buy shares for their own accounts or the accounts of their
clients, (2) Retirement Plans and deferred compensation plans
and trusts used to fund those Plans (including, for example,
plans qualified or created under sections 401(a), 403(b) or
457 of
[continued]
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the Internal Revenue Code), and "rabbi trusts" that buy shares
for their own accounts, in each case if those purchases are
made through a broker or agent or other financial intermediary
that has made special arrangements with the Distributor for
those purchases; and (3) clients of such investment advisors
or financial planners who buy shares for their own accounts
may also purchase shares without sales charge but only if
their accounts are linked to a master account of their
investment advisor or financial planner on the books and
records of the broker, agent or financial intermediary with
which the Distributor has made such special arrangements (each
of these investors may be charged a fee by the broker, agent
or financial intermediary for purchasing shares).
7. The section captioned "Waivers of Class A Sales Charges - Waivers of
the Class A Contingent Deferred Sales Charge for Certain Redemptions" as it
appears for the second time on page 30 is revised to read as follows:
The Class A contingent deferred sales charge is also waived if shares
that would otherwise be subject to the contingent deferred sales charge
are redeemed in the following cases:
o to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;
o involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder
Account Rules and Policies," below);
o 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
in writing 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);
o for distributions from a TRAC-2000 401(k) plan sponsored by
the Distributor due to the termination of the TRAC-2000
program.
[continued]
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o for distributions from Retirement Plans, deferred
compensation plans or other employee benefit plans for any
of the following 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)
to return excess contributions; (3) to return contributions
made due to a mistake of fact; (4) hardship withdrawals, as
defined in the plan; (5) under a Qualified Domestic
Relations Order, as defined in the Internal Revenue Code;
(6) to meet the minimum distribution requirements of
the Internal Revenue Code; (7) to establish "substantially
equal periodic payments" as described in Section 72(t) of
the Internal Revenue Code; (8) for retirement distributions
or loans to participants or beneficiaries; (9) separation
from service; (10) participant-directed redemptions to
purchase shares of a mutual fund (other than a fund
managed by the Manager or its subsidiary) offered as an
investment option in a Retirement Plan in which Oppenheimer
funds are also offered as investment options under a special
arrangement with the Distributor; or (11) plan termination
or "in-service distributions", if the redemption proceeds
are rolled over directly to an OppenheimerFunds IRA.
October 18, 1996 PS0700.013
<PAGE>
OPPENHEIMER MAIN STREET INCOME & GROWTH FUND
Supplement dated October 18, 1996 to the
Statement of Additional Information dated November 1, 1995
The Statement of Additional Information is amended as follows:
1. The section captioned "How To Buy Shares" on page 26 is
revised by adding the following to the end of that section:
Retirement Plans. In describing certain types of employee benefit plans
that may purchase Class A shares without being subject to the Class A contingent
differed sales charge, the term "employee benefit plan" means any plan or
arrangement, whether or not "qualified" under the Internal Revenue Code,
including, medical savings accounts, payroll deduction plans or similar plans in
which Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or of affiliated
employers, if the Fund account is registered in the name of the fiduciary or
other person for the benefit of participants in the plan.
The term "group retirement plan" means any qualified or non-qualified
retirement plan (including 457 plans, SEPs, SARSEPs, 403(b) plans, and SIMPLE
plans) for employees of a corporation or a sole proprietorship, members and
employees of a partnership or association or other organized group of persons
(the members of which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group participating in
the plan purchase Class A shares of the Fund through a single investment dealer,
broker or other financial institution designated by the group.
October 18, 1996 PX0700.005
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OPPENHEIMER MAIN STREET CALIFORNIA MUNICIPAL FUND
(formerly Oppenheimer Main Street California Tax-Exempt Fund)
Supplement dated October 18, 1996
to the Prospectus dated November 1, 1995
The second paragraph in the section captioned "Class A Contingent
Deferred Sales Charge" on page 27 is revised by replacing the second and third
sentences with the following sentences:
The Distributor pays dealers of record commissions on those
non- retirement plan purchases in an amount equal to 1.0%. That
commission will be paid only on the amount of those purchases that were
not previously subject to a front-end sales charge and dealer
commission.
October 18, 1996 PS0725.006
