OPPENHEIMER MAIN STREET FUNDS INC, 485APOS, 1996-08-30

OPPENHEIMER MAIN STREET FUNDS INC
485APOS, 1996-08-30

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Registration No. 33-17850
File No. 811-5360

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

PRE-EFFECTIVE AMENDMENT NO. __ / /

POST-EFFECTIVE AMENDMENT NO. 17 / X /

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 / X /

Amendment No. 15 / X /

OPPENHEIMER MAIN STREET FUNDS, INC.
(Formerly named: MAIN STREET FUNDS, INC.)
- -------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

3410 South Galena Street, Denver, Colorado 80231
- -------------------------------------------------------------------
(Address of Principal Executive Offices)

1-303-671-3200
- -------------------------------------------------------------------
(Registrant's Telephone Number)

Andrew J. Donohue, Esq.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check
appropriate box):

/ / Immediately upon filing pursuant to paragraph (b)
/ / On __________ pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / On November 1, 1996 pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)

of Rule 485
- -------------------------------------------------------------------
The Registrant has registered an indefinite number of shares
under the Securities Act of 1933 pursuant to Rule 24f-2 promulgated
under the Investment Company Act of 1940. A Rule 24f-2 Notice for
the Registrant's fiscal year ended June 30, 1996 was filed on
August 23, 1996.
<PAGE>
OPPENHEIMER MAIN STREET FUNDS, INC.
(Formerly named: MAIN STREET FUNDS, INC.)

FORM N-1A

Cross Reference Sheet

Prospectus of Oppenheimer Main Street Income & Growth Fund

Part A of
Form N-1A
Item No. Prospectus Heading

1 Front Cover Page
2 Expenses
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies
5 How the Fund is Managed; Expenses; Back Cover
5A Performance of the Fund
6 Dividends, Capital Gains and Taxes
7 How to Buy Shares; How to Exchange Shares; Special
Investor Services; Service Plan for Class A Shares;
Distribution and Service Plan for Class B Shares;
Distribution and Service Plan for Class C Shares; How
to Sell Shares
8 How to Sell Shares
9 *

Prospectus of Oppenheimer Main Street California Tax-Exempt Fund

Part A of
Form N-1A
Item No. Prospectus Heading

1 Front Cover Page
2 Expenses
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies
5 How the Fund is Managed; Expenses; Back Cover
5A Performance of the Fund
6 Dividends, Capital Gains and Taxes
7 How to Buy Shares; How to Exchange Shares; Special
Investor Services; Distribution and Service Plan for
Class B Shares; How to Sell Shares
8 How to Sell Shares
9 *

- ------------------
*Not applicable or negative answer.

<PAGE>
OPPENHEIMER MAIN STREET FUNDS, INC.
(Formerly named: MAIN STREET FUNDS, INC.)

FORM N-1A

Cross Reference Sheet

Statement of Additional Information of Oppenheimer Main Street
Income & Growth Fund

Part B of
Form N-1A
Item No. Statement of Additional Information Heading

10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Additional Investment
Restrictions
14 How the Fund is Managed - Directors and Officers of
the Corporation
15 How the Fund is Managed - Major Shareholders;
16 How the Fund is Managed; Distribution and Service
Plans
17 Brokerage Policies of the Fund
18 Additional Information About the Fund
19 Your Investment Account - How to Buy Shares; How to
Sell Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the
Fund
22 Performance of the Fund
23 *

Statement of Additional Information of Oppenheimer Main Street
California Tax-Exempt Fund

Part B of
Form N-1A
Item No. Statement of Additional Information Heading

10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Additional Investment
Restrictions
14 How the Fund is Managed - Directors and Officers of
the Corporation
15 How the Fund is Managed - Major Shareholders;
16 How the Fund is Managed; Distribution and Service Plan
17 Brokerage Policies of the Fund
18 Additional Information About the Fund
19 Your Investment Account - How to Buy Shares; How to
Sell Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the
Fund
22 Performance of the Fund
23 *

- -------------------
*Not applicable or negative answer.

<PAGE>
Oppenheimer
Main Street Income & Growth Fund
Prospectus dated November 1, 1996

Oppenheimer Main Street Income & Growth Fund, a series of
Oppenheimer Main Street Funds, Inc., is a mutual fund that seeks a
high total return (which includes current income and capital
appreciation in the value of its shares) from equity and debt
securities. Please refer to "Investment Policies and Strategies"
for more information about the types of securities the Fund invests
in and the risks of investing in the Fund.

This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and
keep it for future reference. You can find more detailed
information about the Fund in the November 1, 1996, Statement of
Additional Information. For a free copy, call OppenheimerFunds
Services, the Fund's Transfer Agent, at 1-800-525-7048, or write to
the Transfer Agent at the address on the back cover. The Statement
of Additional Information has been filed with the Securities and
Exchange Commission and is incorporated into this Prospectus by
reference (which means that it is legally part of this Prospectus).

(OppenheimerFunds logo)

Shares of the Fund are not deposits or obligations of any bank, are
not guaranteed by any bank, and are not insured by the F.D.I.C. or
any other agency, and involve investment risks, including the
possible loss of the principal amount invested.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<PAGE>
Contents

ABOUT THE FUND
Expenses

A Brief Overview of the Fund

Financial Highlights

Investment Objective and Policies

How the Fund is Managed

Performance of the Fund

ABOUT YOUR ACCOUNT
How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class Y Shares

Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans

How to Sell Shares
By Mail
By Telephone

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends, Capital Gains and Taxes

A-1 Appendix A: Special Sales Charge Arrangements
<PAGE>
A B O U T T H E F U N D

Expenses

The Fund pays a variety of expenses directly for management of
its assets, administration, distribution of its shares and other
services, and those expenses are subtracted from the Fund's assets
to calculate the Fund's net asset value per share. All shareholders
therefore pay those expenses indirectly. Shareholders pay other
expenses directly, such as sales charges and account transaction
charges. The following tables are provided to help you understand
your direct expenses of investing in the Fund and your share of the
Fund's business operating expenses that you might expect to bear
indirectly. The numbers below are based on the Fund's expenses
during its last fiscal year ended June 30, 1996.

Shareholder Transaction Expenses are charges you pay when
you buy or sell shares of the Fund. Please refer to "About Your
Account" from pages __ through __ for an explanation of how and
when these charges apply.

<TABLE>
<CAPTION>
Class A Class B Class C Class Y
Shares Shares Shares Shares
- -----------------------------------------------------------------------------
- ---------------
<S> <C> <C> <C> <C>
Maximum Sales 5.75% None None None
Charge on Purchases
(as a % of offering price)
- -----------------------------------------------------------------------------
- ---------------
Sales Charge on None None None None
Reinvested Dividends
- -----------------------------------------------------------------------------
- ---------------
Deferred Sales Charge None(1) 5% in the first 1.0%
if None
(as a % of the lower year, declining shares
of the original purchase to 1% in the are redeemed
price or redemption proceeds) sixth year and within 12
eliminated months of
thereafter(2)
purchase(2)
- -----------------------------------------------------------------------------
- ---------------
Redemption Fee None(3) None(3) None(3)
None(3)
- -----------------------------------------------------------------------------
- ---------------
Exchange Fee None None None None
</TABLE>

(1)If you invest $1 million or more ($500,000 or more 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 during
which you purchased those shares. See "How to Buy Shares - Class
A Shares," below.
(2)See "How to Buy Shares - Class B Shares" and "How to Buy Shares -
Class C Shares," below, for more information on the contingent
deferred sales charges.
(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").

Annual Fund Operating Expenses are paid out of the Fund's
assets and represent the Fund's expenses in operating its business.
For example, the Fund pays management fees to its investment
adviser, OppenheimerFunds, Inc. (which is referred to in this
Prospectus as the "Manager"). The rates of the Manager's fees are
set forth in "How the Fund is Managed," below. The Fund has other
regular expenses for services, such as transfer agent fees,
custodial fees paid to the bank that holds its portfolio
securities, audit fees and legal expenses. Those expenses are
detailed in the Fund's Financial Statements in the Statement of

Additional Information.

Annual Fund Operating Expenses as a Percentage of Average Net
Assets

The numbers in the chart above are based on the Fund's
expenses in its fiscal year ended June 30, 1996. These amounts are
shown as a percentage of the average net assets of each class of
the Fund's shares for that year. The "12b-1 Distribution Plan
Fees" for Class A shares are the service fees. The maximum is
0.25% of average net assets for that Class. For Class B and Class
C shares, the Distribution Plan Fees are the service plan fees (the
maximum fee for each class is 0.25% of average annual net assets of
the respective class) and the asset-based sales charge of 0.75%.
These plans are described in greater detail in "How to Buy Shares."
Class Y shares were not publicly offered during the fiscal year
ended June 30, 1996. Therefore, the Total Fund Operating Expenses
for Class Y shares are estimates based on expenses that would have
been payable if Class Y shares had been outstanding during that
fiscal period.

The actual expenses for each class of shares in future years
may be more or less than the numbers in the chart, depending on a
number of factors, including the actual value of the Fund's assets
represented by each class of shares.

Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples
shown below. Assume that you make $1,000 investments in each class
of shares of the Fund, and that the Fund's annual return is 5%, and
that its operating expenses for each class are the ones shown in
the Annual Fund Operating Expenses chart above. If you were to
redeem your shares at the end of each period shown below, your
investment would incur the following expenses by the end of each 1,
3, 5 and 10 years:

1 year 3 years 5 years 10 years(1)
- -------------------------------------------------------------
Class A Shares $67 $87 $109 $172
Class B Shares $68 $85 $115 $168
Class C Shares $28 $55 $94 $205
Class Y Shares $8 $24 $42 $93

If you did not redeem your investment, it would incur the
following expenses:

1 year 3 years 5 years 10 years(1)
- -------------------------------------------------------------
Class A Shares $67 $87 $109 $172
Class B Shares $18 $55 $95 $168
Class C Shares $18 $55 $94 $205
Class Y Shares $8 $24 $42 $93

(1)The Class B expenses in years 7 through 10 are based on the Class
A expenses shown above, because the Fund automatically converts
your Class B shares into Class A shares after 6 years. Because of
the asset-based sales charge and the contingent deferred sales
charge on Class B and Class C shares, long-term Class B and Class
C shareholders could pay the economic equivalent of an amount
greater than the maximum front-end sales charge allowed under
applicable regulatory requirements. For Class B shareholders, the
automatic conversion of Class B shares to Class A shares is
designed to minimize the likelihood that this will occur. Please
refer to "How to Buy Shares - Buying Class B Shares" for more
information.

These examples show the effect of expenses on an investment,
but are not meant to state or predict actual or expected costs or
investment returns of the Fund, all of which may be more or less
than those shown.

A Brief Overview of the Fund

Some of the important facts about the Fund are summarized below,
with references to the section of this Prospectus where more
complete information can be found. You should carefully read the
entire Prospectus before making a decision about investing in the
Fund. Keep the Prospectus for reference after you invest,
particularly for information about your accounts, such as how to
sell or exchange shares.

What is the Fund's Investment Objective? The Fund's
investment objective is to seek a high total return (which includes
current income and capital appreciation in the value of its shares)
from equity and debt securities.

What does the Fund Invest in? The Fund emphasizes
investments in (1) equity securities, such as common stocks,
preferred stocks and convertible securities, and (2) debt
securities, such as bonds and debentures. The Fund may also assume
a temporary defensive position when appropriate to do so by
investing in cash equivalents. The Fund may also write covered
calls and use derivative investments and use certain hedging
instruments to try to manage investment risks. These investments
and investment methods are more fully explained in "Investment
Objective and Policies," starting on page ___.

Who Manages the Fund? The Fund's investment adviser (the
"Manager") is OppenheimerFunds, Inc. The Manager (including a
subsidiary) manages investment company portfolios having over $50
billion in assets. The Manager is paid an advisory fee by the
Fund, based on its net assets. The Fund's portfolio manager, is
Mr. Robert J. Milnamow, who is employed by the Manager. He is
primarily responsible for the selection of the Fund's securities.
The Fund's Board of Trustees, elected by shareholders, oversees the
investment adviser and the portfolio managers. Please refer to
"How the Fund is Managed" starting on page for more
information about the Manager and its fees.

How Risky is the Fund? All investments carry risks to some
degree. The Fund's investments in stocks and bonds are subject to
changes in their value from a number of factors such as changes in
general bond and stock market movements, or the change in value of
particular stocks or bonds because of an event affecting the
issuer. Changes in interest rates can also affect stock and bond
prices. These changes affect the value of the Fund's investments
and its price per share. The Fund's investments in foreign
securities involve additional risks not associated with investments
in domestic securities, including risks associated with changes in
currency rates.

In the Oppenheimer funds spectrum, the Fund is generally more
conservative than aggressive growth funds, but more aggressive than
money market or investment grade bond funds. While the Manager
tries to reduce risks by diversifying investments, by carefully
researching securities before they are purchased for the Fund's
portfolio, and in some cases by using hedging techniques, there is
no guarantee of success in achieving the Fund's investment
objective and your shares may be worth more or less than their
original cost when you redeem them. Please refer to "Investment
Objective and Policies" starting on page for a more complete
discussion of the Fund's investment risks.

How Can I Buy Shares? You can buy shares through your
dealer or financial institution, or you can purchase shares
directly through the Distributor by completing an Application or by
using an Automatic Investment Plan under AccountLink. Please refer
to "How to Buy Shares" on page for more details.

Will I Pay a Sales Charge to Buy Shares? The Fund offers
the individual investor three classes of shares. All classes have
the same investment portfolio but different expenses. Class A
shares are offered with a front-end sales charge, starting at
5.75%, and reduced for larger purchases. Class B and Class C
shares are offered without a front-end sales charge, but may be
subject to a contingent deferred sales charge if redeemed within
six years or 12 months of purchase, respectively. There is also an
annual asset-based sales charge on Class B and Class C shares.
Please review "How to Buy Shares" starting on page for more
details, including a discussion about which class may be
appropriate for you.

How Can I Sell My Shares? Shares can be redeemed by mail or
by telephone call to the Transfer Agent on any business day, or
through your dealer. Please refer to "How to Sell Shares" on page
. The fund also offers exchange privileges to other
Oppenheimer funds, described in "How to Exchange Shares" on page
.

How Has the Fund Performed? The Fund measures its
performance by quoting its average annual total returns and
cumulative total returns, which measure historical performance.
Those returns can be compared to the returns (over similar periods)
of other funds. Of course, other funds may have different
objectives, investments, and levels of risk. The Fund's
performance can also be compared to broad-based market indices,
which we have done on pages and . Please remember that
past performance does not guarantee future results.

Financial Highlights

The table on the following pages presents selected financial
information about the Fund, including per share data, expense
ratios and other data based on the Fund's average net assets. This
information has been audited by Deloitte & Touche LLP, the Fund's
independent auditors, whose report on the Fund's financial
statements for the fiscal years ended June 30, 1996 and August 31,
1996, is included in the Statement of Additional Information.
Class Y shares were not offered during the period shown.
Accordingly, no information on Class Y shares is reflected in the
tables below or in the Fund s other financial statements.

Investment Objective and Policies

Objective. The Fund has the investment objective of seeking high
total return (which includes current income and capital
appreciation in the value of its shares) from equity and debt
securities. The Fund is not intended to be a complete investment
program, and there is no assurance that it will achieve its
objective.

Investment Policies and Strategies. The Fund emphasizes
investments in (1) equity securities, such as common stocks,
preferred stocks and convertible securities, and (2) debt
securities, such as bonds and debentures. The Fund may also assume
a temporary defensive position when appropriate to do so by
investing in cash equivalents, as discussed below. The composition
of the Fund's portfolio among the different types of permitted
investments and maturities of debt instruments will vary from time
to time based upon the evaluation of economic and market trends by
the Fund's investment adviser, OppenheimerFunds, Inc. (the
"Manager"), and perceived relative total anticipated return from
such types of securities.

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, which are 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 by Duff &
Phelps, Inc. ( Duff & Phelps ) or having comparable ratings by
another nationally recognized statistical rating organization. If
the securities are unrated, they must be judged by the Manager to
be of comparable quality to bonds rated investment grade.

The Fund may invest up to 25% of its total assets in "lower
grade" debt securities commonly known as junk bonds. "Lower-
grade" debt securities are those rated below "investment grade,"
which means they have a rating lower than "Baa" by Moody's or lower
than "BBB" by Standard & Poor's or Duff & Phelps or similar ratings
by other rating organizations, or if unrated, are determined by the
Manager to be of comparable quality to debt securities rated below
investment grade. The Fund may invest in securities rated as low
as "C" or "D" or which may be in default at the time the Fund buys
them. While securities rated Baa by Moody s or BBB by Standard
& Poor s or Duff & Phelps are investment grade and are not regarded
as junk bonds those securities may be subject to greater market
fluctuation and risks of loss of income and principal than higher-
grade securities and may be considered to have certain speculative
risks.

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.

Stock Investment Risks. Because the Fund may invest a
significant portion of its assets in stocks, the value of the
Fund's portfolio will be affected by changes in the stock markets.
At times, the stock markets can be volatile and stock prices can
change substantially. This market risk will affect the Fund's net
asset values per share, which will fluctuate as the values of the
Fund's portfolio securities change. Not all stock prices change
uniformly or at the same time, not all stock markets move in the
same direction at the same time, and other factors can affect a
particular stock's prices (for example, poor earnings reports by an
issuer, loss of major customers, major litigation against an
issuer, and changes in government regulations affecting an
industry). Not all of these factors can be predicted.

The Fund attempts to limit market risks by diversifying its
investments, that is, by not holding a substantial amount of the
stock of any one company and by not investing too great a
percentage of the Fund's assets in any one company. Also, the Fund
does not concentrate its investments in any one industry or group
of industries. Because changes in stock and bond market prices can
occur at any time, and because yields on debt securities available
at different times will vary, there is no assurance that the Fund
will achieve its investment objective, and when you redeem your
shares, they may be worth more or less than what you paid for them.

Foreign Securities. The Fund may purchase equity and debt
securities issued or guaranteed by foreign companies or foreign
governments or their agencies. The Fund may buy securities of
companies in any country, developed or underdeveloped. There is no
limit on the amount of the Fund's assets that may be invested in
foreign securities. Foreign currency will be held by the Fund only
in connection with the purchase or sale of foreign securities.

Foreign securities have special risks. For example, foreign
issuers are not subject to the same accounting and disclosure
requirements that U.S. companies are subject to. The value of
foreign investments may be affected by changes in foreign currency
rates, exchange control regulations, expropriation or
nationalization of a company's assets, foreign taxes, delays in
settlement of transactions, changes in governmental economic or
monetary policy in the U.S. or abroad, or other political and
economic factors. More information about the risks and potential
rewards of investing in foreign securities is contained in the
Statement of Additional Information.

Warrants and Rights. Warrants basically are options to
purchase stock at set prices that are valid for a limited period of
time. The Fund may invest up to 10% of its total assets in
warrants attached to securities; otherwise, it may not purchase
warrants or rights. In connection with the qualification for sale
of its shares in certain states, the Fund has undertaken that it
will limit its investments in warrants to no more than 5% of its
net assets, with no more than 2% of its net assets invested in
warrants that are not listed on The New York Stock Exchange or The
American Stock Exchange. Should its shares no longer be offered in
such states, the Fund would not be subject to that undertaking.

Investing in Small, Unseasoned Companies. The Fund may
invest in securities of small, unseasoned companies. These are
companies that have been in operation for less than three years,
including the operations of any predecessors. Securities of these
companies may have limited liquidity and may be subject to
volatility in their prices. The Fund currently intends to invest
no more than 5% of its net assets in securities of small,
unseasoned issuers.

Portfolio Turnover. A change in the securities held by the
Fund is known as "portfolio turnover." The Fund may engage
frequently in short-term trading to try to achieve its objective.
As a result, the Fund's portfolio turnover may be higher than other
mutual funds. The "Financial Highlights," above, show the Fund's
portfolio turnover rate during past fiscal years. High turnover
and short-term trading may cause the Fund to have relatively larger
commission expenses and transaction costs than funds that do not
engage in short-term trading. Additionally, high portfolio
turnover may affect the ability of the Fund to qualify for tax
deductions for payments made to shareholders as a "regulated
investment company" under the Internal Revenue Code. The Fund
qualified in its last fiscal year and intends to do so in the
coming year, although it reserves the right not to qualify.

Can the Fund's Investment Objective and Policies Change?
The Fund has an investment objective, described above, as well as
investment policies it follows to try to achieve its objective.
Additionally, the Fund uses certain investment techniques and
strategies in carrying out those investment policies. The Fund's
investment policies and techniques are not "fundamental" unless
this Prospectus or the Statement of Additional Information says
that a particular policy is "fundamental." The Fund's investment
objective is a fundamental policy.

Fundamental policies are those that cannot be changed without
the approval of a "majority" of the Fund's outstanding voting
shares. The term "majority" is defined in the Investment Company
Act to be a particular percentage of outstanding voting shares (and
this term is explained in the Statement of Additional Information).
The Board of Directors of Oppenheimer Main Street Funds, Inc. may
change non-fundamental policies without shareholder approval,
although significant changes will be described in amendments to
this Prospectus.

Other Investment Techniques and Strategies. The Fund may also use
the investment techniques and strategies described below. These
techniques involve certain risks. The Statement of Additional
Information contains more information about these practices,
including limitations on their use that may help to reduce some of
the risks.

Special Risk Considerations - Borrowing. From time to time,
the Fund may increase its ownership of securities by borrowing from
banks on an unsecured basis and investing the borrowed funds (on
which it will pay interest), provided that immediately after any
such borrowing, its total assets, less its liabilities other than
borrowings, is equal to at least 300% of all borrowings. Interest
on borrowed money is an expense the Fund would not otherwise incur,
so that it may have substantially reduced net investment income
during periods of substantial borrowings.

Temporary Defensive Investments. In times of unstable
market or economic conditions, when the Manager determines it
appropriate to do so to attempt to reduce fluctuations in the value
of the Fund's net assets, the Fund may assume a temporary defensive
position and invest an unlimited amount of assets in: (I)
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities ("U.S. Government Securities"); (ii)
commercial paper rated in the highest category by an established
rating agency; (iii) certificates of deposit or bankers'
acceptances of domestic banks with assets of $1 billion or more;
(iv) any of the foregoing maturing in one year or less (also
generally known as "cash equivalents"); (v) short-term debt
obligations; or (vi) repurchase agreements (explained below).

When-Issued and Delayed Delivery Transactions. The Fund may
purchase securities on a "when-issued" basis, and may purchase or
sell such securities on a "delayed delivery" basis. These terms
refer to securities whose terms and indenture are available and for
which a market exists, but which are not available for immediate
delivery. The Fund does not intend to make such purchases for
speculative purposes. During the period between the purchase and
settlement, no payment is made for the security and no interest
accrues to the buyer from the investment.

Repurchase Agreements. The Fund may enter into repurchase
agreements. They are primarily used for liquidity purposes. In a
repurchase transaction, the Fund buys a security and simultaneously
sells it to the vendor for delivery at a future date. Repurchase
agreements must be fully collateralized. However, if the vendor
fails to pay the resale price on the delivery date, the Fund may
incur costs in disposing of the collateral and may experience
losses if there is any delay in its ability to do so. The Fund will
not enter into a repurchase agreement that causes more than 10% of
its net assets to be subject to repurchase agreements having a
maturity beyond seven days. There is no limit on the amount of the
Fund's net assets that may be subject to repurchase agreements of
seven days or less.

Short Sales Against-the-Box. The Fund may not sell
securities short, except in collateralized transactions referred to
as "short sales against-the-box." No more than 15% of the net
assets of the Fund will be held as collateral for such short sales
at any one time.

Illiquid and Restricted Securities. Under the policies and
procedures established by the Board of Directors of Oppenheimer
Main Street Funds, Inc., the Manager determines the liquidity of
the Fund's investments. Investments may be illiquid because of the
absence of an active trading market, making it difficult to value
them or dispose of them promptly at an acceptable price. A
restricted security is one that has a contractual restriction on
its resale or which cannot be sold publicly until it is registered
under the Securities Act of 1933. The Fund will not invest more
than 10% of its net assets in illiquid or restricted securities.
Certain restricted securities, eligible for resale to qualified
institutional purchasers, are not subject to that limit.

Loans of Portfolio Securities. To attempt to raise income
or to raise cash for liquidity purposes, the Fund may lend its
portfolio securities to certain types of eligible borrowers
approved by the Board of Directors. Each loan must be
collateralized in accordance with applicable regulatory
requirements. After any loan, the value of the securities loaned
must not exceed 25% of the value of the Fund's total assets. There
are some risks in connection with securities lending. The Fund
might experience a delay in receiving additional collateral to
secure a loan, or a delay in recovery of the loaned securities. The
Fund presently does not intend to engage in loans of securities in
the coming year.

Derivative Investments. In general, a "derivative
investment" is a specially-designed investment. Its performance is
linked to the performance of another investment or security, such
as an option, future, index or currency. In the broadest sense,
exchange-traded options and futures contracts and other hedging
instruments the Fund may use may be considered "derivative
investments." The Fund may use other derivative investments
because they offer the potential for increased income and principal
value.

One example of derivative investments the Fund may invest in
is an "index-linked" note, whose principal and/or interest payments
depend on the performance of an underlying index. Currency-indexed
securities are another example. These are typically short-term or
intermediate-term debt securities. Their value at maturity or the
rates at which they pay income are determined by the change in
value of the U.S. dollar against one or more foreign currencies or
an index. In some cases, these securities may pay an amount at
maturity based on a multiple of the amount of the relative currency
movements. This variety of index security offers the potential for
greater income or principal but at a greater risk of loss.

Other derivative investments the Fund may invest in include
debt exchangeable for common stock of an issuer or "equity-linked
debt securities" of an issuer. At maturity, the debt security is
exchanged for common stock of the issuer or is payable in an amount
based on the price of the issuer's common stock at the time of
maturity. In either case there is a risk that the amount payable
at maturity will be less than the principal amount of the debt
(because the price of the issuer's common stock may not be as high
as was expected).

Derivatives may entail special risks. The company issuing
the instrument might not pay the amount due on the maturity of the
instrument. Also, the underlying investment or security on which
the derivative is based might not perform the way the Manager
expected it to perform. The performance of derivative investments
may also be influenced by interest rate changes in the U.S. and
abroad. All of these risks mean that the Fund might realize less
income than expected from its investments, or that it can lose part
of the value of its investments, which will affect the Fund's share
price. Certain derivative investments held by the Fund may trade
in the over-the-counter markets and may be illiquid. If that is
the case, the Fund's investment in them will be limited, as
discussed in "Illiquid and Restricted Securities," above.

Hedging. As described below, the Fund may purchase and sell
certain kinds of futures contracts, put and call options, forward
contracts and options on futures and broadly-based securities
indices, or enter into interest rate swap agreements. These are
all referred to as "hedging instruments." The Fund does not use
hedging instruments for speculative purposes, and has limits on the
use of them, described below. The hedging instruments the Fund may
use are described below and in greater detail in "Other Investment
Techniques and Strategies" in the Statement of Additional
Information.

The Fund may buy and sell options, futures and forward
contracts for a number of purposes. It may do so to try to manage
its exposure to the possibility that the prices of its portfolio
securities may decline, or to establish a position in the
securities market as a temporary substitute for purchasing
individual securities. It may also use certain kinds of hedging
instruments to try to manage its exposure to changing interest
rates.

Some of these strategies, such as selling futures, buying puts
and writing covered calls, hedge the Fund's portfolio against price
fluctuations. Other hedging strategies, such as buying futures and
call options, tend to increase the Fund's exposure to the
securities market. Forward contracts are used to try to manage
foreign currency risks on the Fund's foreign investments. Foreign
currency options are used to try to protect against declines in the
dollar value of foreign securities the Fund owns, or to protect
against an increase in the dollar cost of buying foreign
securities. Writing covered call options may also provide income
to the Fund for liquidity purposes or to raise cash to distribute
to shareholders.

Futures. The Fund may buy and sell futures contracts that
relate to (1) interest rates (these are referred to as Interest
Rate Futures), (2) broadly-based securities indices (these are
referred to as Financial Futures) or (3) foreign currencies (these
are referred to as Forward Contracts).

Put and Call Options. The Fund may buy and sell certain
kinds of put options (puts) and call options (calls). Calls the
Fund buys or sells must be listed on a securities exchange, or
quoted on the Automated Quotation System ( NASDAQ ) of the Nasdaq
Stock Market, Inc., or traded in the over-the-counter market. In
the case of puts and calls on a foreign currency, they must be
traded on a securities or commodities exchange or in the over-the-
counter market, or must be quoted by recognized dealers in those
options. A call or put option may not be purchased if the value of
all the Fund's put and call options would exceed 5% of the Fund's
total assets.

The Fund may buy calls on securities, broadly-based securities
indices, foreign currencies, Interest Rate Futures or Financial
Futures or to terminate its obligation on a call to Fund previously
wrote. The Fund may also purchase "relative performance call
options" (these are call options that have a cash settlement based
on the difference between the returns on two market indices).

The Fund may write (that is, sell) call options on securities,
foreign currencies or Futures, but only if they are covered.
Each call the Fund writes must be "covered" while the call is
outstanding. That means the Fund owns the investment on which the
call was written or the Fund owns and segregates liquid assets to
satisfy its obligation if the call is exercised. The Fund may
write calls on Futures contracts it owns, but these calls must be
covered by securities or other liquid assets the Fund owns and
segregated to enable it to satisfy its obligations if the call is
exercised. After writing any call, not more than 25% of the Fund's
total assets may be subject to calls. When the Fund writes a call,
it receives cash (called a premium). The call gives the buyer the
ability to buy the investment on which the call was written from
the Fund at the call price during the period in which the call may
be exercised. If the value of the investment does not rise above
the call price, it is likely that the call will lapse without being
exercised, while the Fund keeps the cash premium (and the
investment).

The Fund may buy and sell put options. Buying a put on an
investment gives the Fund the right to sell the investment at a set
price to a seller of a put on that investment. The Fund can buy
those puts that relate to securities the Fund owns, broadly-based
securities indices, foreign currencies, or Interest Rate Futures or
Financial Futures (whether or not the Fund holds the particular
Future in its portfolio). Writing puts requires the segregation of
liquid assets to cover the put. The Fund will not write a put if
it will require more than 25% of the Fund's total assets to be
segregated to cover the put obligation.

Forward Contracts. Forward contracts are foreign currency
exchange contracts. The are used to buy or sell foreign currency
for future delivery at a fixed price. The Fund uses them to "lock
in" the U.S. dollar price of a security denominated in a foreign
currency that the Fund has bought or sold, or to protect against
possible losses from changes in the relative values of the U.S.
dollar and a foreign currency. The Fund limits its exposure in
foreign currency exchange contracts in a particular foreign
currency to the amount of its assets denominated in that currency
or a closely-correlated currency. The Fund may also use "cross-
hedging" where the Fund hedges against changes in currencies other
than the currency in which a security it holds is denominated.

Interest Rate Swaps. In an interest rate swap, the Fund and
another party exchange their right to receive, or their obligation
to pay, interest on a security. For example, they may swap a right
to receive floating rate payments for the right to receive fixed
rate payments. The Fund enters into swaps only on securities it
owns. The Fund may not enter into swaps with respect to more than
25% of its total assets. Also, the Fund will segregate liquid
assets (such as cash or U.S. Government securities) to cover any
amounts it could owe under swaps that exceed the amounts it is
entitled to receive, and it will adjust that amount daily, as
needed.

Hedging instruments can be volatile instruments and may
involve special risks. The use of hedging instruments requires
special skills and knowledge of investment techniques that are
different than what is required for normal portfolio management.
If the Manager uses a hedging instrument at the wrong time or
judges market conditions incorrectly, hedging strategies may reduce
the Fund's return. The Fund could also experience losses if the
prices of its futures and options positions were not correlated
with its other investments or if it could not close out a position
because of an illiquid market for the future or option.

Options trading involves the payment of premiums and has
special tax effects on the Fund. There are also special risks in
particular hedging strategies. For example, if a covered call
written by the Fund is exercised on an investment that has
increased in value, the Fund will be required to sell the
investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call
price. In writing a put, there is a risk that the Fund may be
required to buy the underlying security at a disadvantageous price.
The use of Forward Contracts may reduce the gain that would
otherwise result from a change in the relationship between the U.S.
dollar and a foreign currency. Interest rate swaps are subject to
credit risks (the other party may fail to meet its obligation) and
also to interest rate risks. The Fund could be obligated to pay
more under its swap agreements that it receives under them, as a
result of interest rate changes. These risks and the hedging
strategies the Fund may use are described in greater detail in the
Statement of Additional Information.

Other Investment Restrictions. The Fund has certain investment
restrictions that are fundamental policies. Under these
fundamental policies the Fund cannot do any of the following:

The Fund cannot buy securities issued or guaranteed by any
one issuer (except the U.S. Government or any of its agencies or
instrumentalities) if with respect to 75% of its total assets, more
than 5% of its total assets would be invested in securities of that
issuer, or it would then own more than 10% of that issuer's voting
securities;

The Fund cannot lend money except in connection with the
acquisition of debt securities which the Fund's investment policies
and restrictions permit it to purchase; the Fund may also make
loans of portfolio securities, subject to the restrictions stated
under "Loans of Portfolio Securities"; or

The Fund cannot concentrate investments to the extent of 25%
of its assets in any industry; however, there is no limitation as
to investment in U.S. Government Securities.

All of the percentage restrictions described above and
elsewhere in this Prospectus and in the Statement of Additional
Information apply only at the time the Fund purchases a security,
and the Fund need not dispose of a security merely because the size
of the Fund's assets has changed or the security has increased in
value relative to the size of the Fund. There are other fundamental
policies discussed in the Statement of Additional Information.

How the Fund is Managed

Organization and History. The Fund is one of two investment
portfolios, or "series" of Oppenheimer Main Street Funds, Inc. (the
"Corporation"), an open-end, management investment company
organized as a Maryland corporation in 1987. The Fund is a
diversified mutual fund and commenced operations on February 3,
1988.

The Corporation is governed by a Board of Directors, which is
responsible under Maryland corporate law for protecting the
interests of shareholders. The Directors meet periodically
throughout the year to oversee the Fund's activities, review its
performance, and review the actions of the Manager. "Directors and
Officers of the Corporation" in the Statement of Additional
Information names the Directors and officers of the Fund and
provides more information about them. Although the Fund is not
required by law to hold annual meetings, it may hold shareholder
meetings from time to time on important matters, and shareholders
have the right to call a meeting to remove a Director or to take
other action described in the Fund s Articles of Incorporation.

The Board of Directors has the power, without shareholder
approval, to divide unissued shares of the Fund into two or more
classes. The Board has done so, and the Fund currently has four
classes of shares, Class A, Class B, Class C and Class Y. All
classes invest in the same investment portfolio. Each class has
its own dividends and distributions and pays certain expenses which
may be different for the different classes. Each class may have a
different net asset value. Each share has one vote at shareholder
meetings, with fractional shares voting proportionally on matters
submitted to the vote of shareholders. Shares of each class may
have separate voting rights on matters in which interests of one
class are different from interests of another class, and only
shares of a particular class vote as a class on matters that affect
that class alone. Shares are freely transferrable.

The Manager and Its Affiliates. The Fund is managed by the Manager,
which chooses the Fund's investments and handles its day-to-day
business. The Manager carries out its duties, subject to the
policies established by the Board of Directors, under an Investment
Advisory Agreement which states the Manager's responsibilities.
The Agreement sets forth the fees paid by the Fund to the Manager
and describes the expenses that the Fund is responsible to pay to
conduct its business.

The Manager has operated as an investment adviser since 1959.
The Manager (including a subsidiary) currently manages investment
companies, including other Oppenheimer funds, with assets of more
than $50 billion as of June 30, 1996, and with more than 3 million
shareholder accounts. The Manager is owned by Oppenheimer
Acquisition Corp., a holding company that is owned in part by
senior officers of the Manager and controlled by Massachusetts
Mutual Life Insurance Company.

Portfolio Manager. The portfolio manager of the Fund is Mr.
Robert J. Milnamow, who is also a Vice President of the Manager.
On November 1, 1995, Mr. Milnamow became the person principally
responsible for the day-to-day management of the Fund's portfolio.
During the past five years, Mr. Milnamow was a portfolio manager
with Phoenix Securities Group.

Fees and Expenses. Under the Investment Advisory Agreement,
the Fund pays the Manager the following annual fees, which decline
on additional assets as the Fund grows: 0.65% of the first $200
million of net assets of the Fund, 0.60% of the next $150 million,
0.55% of the next $150 million and 0.45% of average annual net
assets in excess of $500 million. The Fund's management fee for
its fiscal year ended June 30, 1996 was 0.47% and its management
fee for its fiscal year ended August 31, 1996 was % of
average annual net assets for each class of shares, which may be
higher than the rates paid by some other mutual fund.

The Fund pays expenses related to its daily operations, such
as custodian fees, Directors' fees, transfer agency fees, legal and
auditing costs. Those expenses are paid out of the Fund's assets
and are not paid directly by shareholders. However, those expenses
reduce the net asset value of shares, and therefore are indirectly
borne by shareholders through their investment. More information
about the Investment Advisory Agreement and the other expenses paid
by the Fund is contained in the Statement of Additional
Information.

There is also information about the Fund's brokerage policies
and practices in "Brokerage Policies of the Fund" in the Statement
of Additional Information. That section discusses how brokers and
dealers are selected for the Fund's portfolio transactions. When
deciding which brokers to use, the Manager is permitted by the
Investment Advisory Agreement to consider whether brokers have sold
shares of the Fund or any other funds for which the Manager serves
as investment adviser.

The Distributor. The Fund's shares are sold through
dealers, brokers and other financial institutions that have a sales
agreement with OppenheimerFunds Distributor, Inc., a subsidiary of
the Manager that acts as the Fund's Distributor. The Distributor
also distributes shares of the other Oppenheimer funds and is sub-
distributor for funds managed by a subsidiary of the Manager.

The Transfer Agent. The Fund's transfer agent is
OppenheimerFunds Services, a division of the Manager, which acts as
the shareholder servicing agent for the Fund on an "at-cost" basis.
It also acts as shareholder servicing agent for the other
Oppenheimer funds. Shareholders should direct inquiries about
their accounts to the Transfer Agent at the address and toll-free
numbers shown below in this Prospectus and on the back cover.

Performance of the Fund

Management's Discussion of Performance. The Fund's
performance during the fiscal year ended June 30, 1996 benefited
from the remarkable strength of the stock market. Strong corporate
earnings bolstered the market performance and along with the Fund's
holdings in Treasury stocks and cash and cash equivalents helped to
buffer the Fund from the significant volatility of the market
during the past few months.

The fund experienced dramatic growth in assets over the fiscal
year ended June 30, 1996. As a result, the Manger's investment
strategy over the last fiscal year was to position the Funds's
holdings in the stock of companies representing five strategic
areas of the market: emerging and improving industries; large
growth companies that define their industries; smaller companies
with niche business, companies under going restructuring; and
fundamentally strong companies selling at extremely low valuations.

The fund's investments in telecommunications equipment
manufactures, small long distance telephone companies and Internet-
related companies performed well in the past fiscal year. Smaller
growth companies also outperformed their larger counterparts during
the last fiscal year due to investor demand for superior growth
rates. The Fund also benefited from investments in worldwide
computer firms, energy service companies and selected chemical
stocks and financial services companies that had undergone
restructuring. The undervalued areas that performed well for the
Fund were retail, gaming companies and selected Japanese Stocks.

Explanation of Performance Terminology. The Fund uses the terms
"total return" and "average annual total return" to illustrate its
performance. The performance of each class of shares is shown
separately, because the performance of each class will usually be
different as a result of the different kinds of expenses each class
bears. These returns measure the performance of a hypothetical
investment in the Fund over various periods, and do not show the
performance of each shareholder's investment (which will vary if
dividends are received in cash or shares are sold or additional
shares are purchased). The Fund's performance information may help
you see how well your Fund has done over time and to compare it to
other funds or market indices, as we have done below.

It is important to understand that the Fund's total returns
represent past performance and should not be considered to be
predictions of future returns or performance. This performance
data is described below, but more detailed information about how
total returns are calculated is contained in the Statement of
Additional Information, which also contains information about other
ways to measure and compare the Fund's performance. The Fund's
investment performance will vary over time, depending on market
conditions, the composition of the portfolio, expenses and which
class of shares you purchase.

Total Returns. There are different types of total returns
used to measure the Fund's performance. Total return is the change
in value of a hypothetical investment in the Fund over a given
period, assuming that all dividends and capital gains distributions
are reinvested in additional shares. The cumulative total return
measures the change in value over the entire period (for example,
ten years). An average annual total return shows the average rate
of return for each year in a period that would produce the
cumulative total return over the entire period. However, average
annual total returns do not show the Fund's actual year-by-year
performance.

When total returns are quoted for Class A shares, normally the
current maximum initial sales charge has been deducted. When total
returns are shown for Class B or Class C shares, normally the
contingent deferred sales charge that applies to the period for
which total return is shown has been deducted. However, total
returns may also be quoted "at net asset value," without
considering the effect of the sales charge, and those returns would
be less if sales charges were deducted.

How Has the Fund Performed? Below is a discussion by the Manager
of the Fund's performance during its last fiscal year ended June
30, 1996, followed by a graphical comparison of the Fund's
performance to appropriate broad-based market indices.

Management s Discussion of Performance

Comparing the Fund's Performance to the Market. The graphs
below show the performance of a hypothetical $10,000 investment in
each class of shares of the Fund held until June 30, 1996 and
August 31, 1996. In the case of Class A shares, performance is
measured from the commencement of operations on February 3, 1988,
and in the case of Class B shares, from the inception of the class
on October 1, 1994, and in the case of Class C shares, from the
inception of the class on December 1, 1993. Class Y shares were
not publicly offered during the fiscal year ended June 30, 1996 or
August 31, 1996. Accordingly, no performance information is
presented on Class Y shares in the graphs below.

The Fund's performance is compared to the performance of the
S&P 500 Index. The S&P 500 Index is a broad-based index of equity
securities widely regarded as a general measurement of the
performance of the U.S. equity securities market. The S&P 500
Index performance reflects the reinvestment of dividends but does
not consider the effect of capital gains or transaction costs, and
none of the data below shows the effect of taxes. Also, the Fund's
performance reflects the effect of Fund business and operating
expenses. While index comparisons may be useful to provide a
benchmark for the Fund's performance, it must be noted that the
Fund's investments are not limited to the securities in the S&P 500
Index, which tend to be securities of larger, well-capitalized
companies. Moreover, the index data does not reflect any
assessment of the risk of the investments included in the index.

Oppenheimer Main Street Income & Growth Fund

Comparison of Change in Value of
$10,000 Hypothetical Investment in:
Oppenheimer Main Street Income & Growth Fund and the S&P 500 Index

(GRAPHS)

Avg. Annual Total Returns at 6/30/96 and at 8/31/96
1 Year 5 Year Life(1)
- -------------------------------------------
A Shares 15.23% 26.52% 20.86%

1 Year Life(2)
- -------------------------------------------
B Shares 16.34% 17.88%

1 Year Life(3)
- --------------------------------------------
C Shares 20.35% 14.89%

(1)The inception date of the Fund (Class A shares) was 2/3/88. The
average annual total returns and ending account value in the graph
reflect reinvestment of all dividends and capital gains
distributions and are shown net of the applicable 5.75% maximum
initial sales charge.
(2)Class B shares of the Fund were first publicly offered on
10/1/94. The average annual total returns reflects reinvestment of
all dividends and capital gains distributions and are shown net of
the applicable 4% and 5% contingent deferred sales charge
respectively for the 1-year period and for the life of the class.
The ending account value in the graph is net of the applicable 4%
contingent deferred sales charge.
(3)Class C shares of the Fund were first publicly offered on
12/1/93. The average annual total returns reflect reinvestment of
all dividend and capital gains distributions. The 1-year return is
shown net of the applicable 1% contingent deferred sales
charge.

Past Performance is not predictive of Future Performance.
Graphs are not Drawn to Same Scale.

A B O U T Y O U R A C C O U N T

How to Buy Shares

Classes of Shares. The Fund offers investors four different
classes of shares to individual investors. Only certain
institutional investors may purchase a fourth class of shares,
Class Y shares The different classes of shares represent
investments in the same portfolio of securities but are subject to
different expenses and will likely have different share prices.

Class A Shares. If you buy Class A shares, you 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 investments in OppenheimerFunds prototype
401(k) 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. The amount of that sales charge value will
vary depending on the amount you invested. Sales charge rates are
described in "Buying Class A Shares" below.

Class B Shares. If you buy Class B shares, you pay no sales
charge at the time of purchase, but if you sell your shares within
six years of buying them, you will normally pay a contingent
deferred sales charge. That sales charge varies depending on how
long you own your shares as described in "Buying Class B Shares"
below.

Class C Shares. If you buy Class C shares, you pay no sales
charge at the time of purchase, but if you sell your shares within
12 months of buying them, you will normally pay a contingent
deferred sales charge of 1% as described in "Buying Class C Shares"
below.

Class Y Shares. Class Y Shares are sold at net asset value
per share without the imposition of a sales charge at the time of
purchase to separate accounts of insurance companies and other
institutional investors ( Class Y Sponsors ) having an agreement
( Class Y Agreements ) with the Manager or the Distributor. The
intent of Class Y Agreements is to allow tax qualified
institutional investors to invest indirectly (through separate
accounts of the Class Y Sponsor) in Class Y Shares of the Fund and
to allow institutional investors to invest directly in Class Y
shares of the Fund. Individual investors are not permitted to
invest directly in Class Y Shares. As of the date of this
Prospectus, Massachusetts Mutual Life Insurance Company (an
affiliate of the Manager and the Distributor) acts as Class Y
Sponsor for all outstanding Class Y Shares of the Fund. While
Class Y shares are not subject to a contingent deferred sales
charge, asset-based sales charge or service fee, a Class Y sponsor
may impose charges on separate accounts investing in Class Y
shares.

None of the instructions described elsewhere in this
Prospectus or the Statement of Additional Information for the
purchase, redemption, reinvestment, exchange or transfer of shares
of the Fund, the selection of classes of shares or the reinvestment
of dividends apply to its Class Y shares. Clients of Class Y
Sponsors must request their Sponsor to effect all transactions in
Class Y shares on their behalf.

Which Class of Shares Should You Choose? Once you decide that the
Fund is an appropriate investment for you, the decisions as to
which class of shares is best suited to your needs depends on a
number of factors which you should discuss with your financial
advisor. The Fund's operating costs that apply to a class of shares
and the effect of the different types of sales charges on your
investment will vary your investment results over time. The most
important factors to consider are how much you plan to invest and
how long you plan to hold your investment. If your goals and
objectives change over time and you plan to purchase additional
shares, you should re-evaluate those factors to see if you should
consider another class of shares.

In the following discussion, to help provide you and your
financial advisor with a framework in which to choose a class, we
have made some assumptions using a hypothetical investment in the
Fund. We used the sales charge rates that apply to each class, and
considered the effect of the annual asset-based sales charge on
Class B and Class C expenses (which, like all expenses, will affect
your investment return). For the sake of comparison, we have
assumed that there is a 10% rate of appreciation in the investment
each year. Of course, the actual performance of your investment
cannot be predicted and will vary, based on the Fund's actual
investment returns, and the operating expenses borne by each class
of shares, and which class of shares you invest in.

The factors discussed below are not intended to be investment
advice or recommendations, because each investor's financial
considerations are different. 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.

How Long Do You Expect to Hold Your Investment? While
future financial needs cannot be predicted with certainty, knowing
how long you expect to hold your investment will assist you in
selecting the appropriate class of shares. Because of the effect of
class-based expenses, your choice will also depend on how much you
plan to invest. For example, the reduced sales charges available
for larger purchases of Class A shares may, over time, offset the
effect of paying an initial sales charge on your investment (which
reduces the amount of your investment dollars used to buy shares
for your account), compared to the effect over time of higher
class-based expenses on Class B or Class C shares, for which no
initial sales charge is paid.

Investing for the Short Term. If you have a short-term
investment horizon (that is, you plan to hold your shares for not
more than six years), you should probably consider purchasing Class
A or Class C shares rather than Class B shares, because of the
effect of the Class B contingent deferred sales charge if you
redeem in less than 7 years, as well as the effect of the Class B
asset-based sales charge on the investment return for that class in
the short-term. Class C shares might be the appropriate choice
(especially for investments of less than $100,000), because there
is no initial sales charge on Class C shares, and the contingent
deferred sales charge does not apply to amounts you sell after
holding them one year.

However, if you plan to invest more than $100,000 for the
shorter term, then the more you invest and the more your investment
horizon increases toward six years, Class C shares might not be as
advantageous as Class A shares. That is because the annual asset-
based sales charge on Class C shares will have a greater impact on
your account over the longer term than the reduced front-end sales
charge available for larger purchases of Class A shares. For
example, Class A shares might be more advantageous than Class C
shares (as well as Class B shares) for investments of more than
$100,000 expected to be held for 5 or 6 years (or more). For
investments over $250,000 expected to be held 4 to 6 years (or
more), Class A shares may become more advantageous than Class C
shares (and Class B shares). If investing $500,000 or more, Class
A shares may be more advantageous as your investment horizon
approaches 3 years or more.

And for investors who invest $1 million or more, in most cases
Class A shares will be the most 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 of Class B shares of $1 million or more of Class C shares,
from a single investor.

Investing for the Longer Term. If you are investing for the
longer term, for example, for retirement, and do not expect to need
access to your money for seven years or more, Class B shares may be
an appropriate consideration, if you plan to invest less than
$100,000. If you plan to invest more than $100,000 over the long
term, Class A shares will likely be more advantageous than Class B
shares or C shares, as discussed above, because of the effect of
the expected lower expenses for Class A shares and the reduced
initial sales charges available for larger investments in Class A
shares under the Fund's Right of Accumulation.

Of course, these examples are based on approximations of the
effect of current sales charges and expenses on a hypothetical
investment over time, using the assumed performance return stated
above, and therefore, you should analyze your options carefully.

Are There Differences in Account Features That Matter To
You? Because some account features may not be available to Class B
or Class C shareholders, or other features (such as Automatic
Withdrawal Plans) may not be advisable (because of the effect of
the contingent deferred sales charge) for Class B or Class C
shareholders, you should carefully review how you plan to use your
investment account before deciding which class of shares to buy.
Share certificates are not available for Class B and Class C
shares, and if you are considering using your shares as collateral
for a loan, that may be a factor to consider.

How Does It Affect Payments to My Broker? A salesperson,
such as a broker, or any other person who is entitled to receive
compensation for selling Fund shares may receive different
compensation for selling one class of shares than for selling
another class. It is important that investors understand that the
purpose of the Class B and Class C contingent deferred sales
charges and asset-based sales charges is the same as the purpose of
the front-end sales charge on sales of Class A shares: that is, to
compensate the Distributor for commissions it pays to dealers and
financial institutions for selling shares.

How Much Must You Invest? You can open a Fund account with a
minimum initial investment of $1,000 and make additional
investments at any time with as little as $25. There are reduced
minimum investments under special investment plans.

With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial
and subsequent investments of as little as $25; and subsequent
purchases of at least $25 can be made by telephone through
AccountLink.

Under pension and profit-sharing and 401(k) plans and
Individual Retirement Accounts (IRAs), you can make an initial
investment of as little as $250 (if your IRA is established under
an Asset Builder Plan, the $25 minimum applies), and subsequent
investments may be as little as $25.

There is no minimum investment requirement if you are buying
shares by reinvesting dividends from the Fund or other Oppenheimer
funds (a list of them appears in the Statement of Additional
Information, or you can ask your dealer or call the Transfer
Agent), or by reinvesting distributions from unit investment trusts
that have made arrangements with the Distributor.

How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a
sales agreement with the Distributor, directly through the
Distributor, or automatically from your bank account through an
Asset Builder Plan under the OppenheimerFunds AccountLink service.
The distributor may appoint certain servicing agents as The
Distributor s agent to accept purchase (and redemption) orders.
When you buy shares, be sure to specify Class A, Class B or Class
C shares. If you do not choose, your investment will be made in
Class A shares.

Buying Shares Through Your Dealer. Your dealer will place
your order with the Distributor on your behalf.

Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box
5270, Denver, Colorado 80217. If you don't list a dealer on the
application, the Distributor will act as your agent in buying the
shares. However, it is recommended that you discuss your
investment first with a financial advisor, to be sure that it is
appropriate for you.

Buying Shares Through OppenheimerFunds AccountLink. You can
use AccountLink to link your Fund account with an account at a U.S.
bank or other financial institution that is an Automated Clearing
House (ACH) member. You can then transmit funds electronically to
purchase shares, to send redemption proceeds, and to have the
Transfer Agent transmit dividends and distributions.

Shares are purchased for your account on the regular business
day the Distributor is instructed by you to initiate the ACH
transfer to buy shares. You can provide those instructions
automatically, under an Asset Builder Plan, described below, or by
telephone instructions using OppenheimerFunds PhoneLink, also
described below. You should request AccountLink privileges on the
application or dealer settlement instructions used to establish
your account. Please refer to "AccountLink" below for more
details.

Asset Builder Plans. You may purchase shares of the Fund
(and up to four other Oppenheimer funds) automatically each month
from your account at a bank or other financial institution under an
Asset Builder Plan with AccountLink. Details are on the
Application and in the Statement of Additional Information.

At What Price Are Shares Sold? Shares are sold at the public
offering price based on the net asset value (and any initial sales
charge that applies) that is next determined after the Distributor
receives the purchase order in Denver, Colorado. In most cases, to
enable you to receive that day's offering price, the Distributor or
its designated agent 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 net asset value of
each class of shares is determined as of that time on each day The
New York Stock Exchange is open (which is a "regular business
day").

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. The Distributor may reject any purchase
order for the Fund's shares, in its sole discretion.

Special Sales Charge Arrangements for Certain Persons. Appendix
A in this prospectus sets forth conditions for the waiver of or
exemption from sales charges or the special sales charge rates that
apply to purchases of shares of the Fund (including purchases by
exchange) by a person who was a shareholder of one of the former
Quest for Value Funds (as defined in that Appendix).

Buying Class A Shares. Class A shares are sold at their
offering price, which is normally net asset value plus an initial
sales charge. However, in some cases, described below, purchases
are not subject to an initial sales charge, and the offering price
will be the net asset value. In some cases, reduced sales charges
may be available, as described below. Out of the amount you
invest, the Fund receives the net asset value to invest for your
account. The sales charge varies depending on the amount of your
purchase. A portion of the sales charge may be retained by the
Distributor and allocated to your dealer as commission. The current
sales charge rates and commissions paid to dealers and brokers are
as follows:
- ----------------------------------------------------------------
<TABLE>
<CAPTION>
Front-End Sales Charge Commission
As a Percentage of as Percentage
Offering Amount of Offering
Amount of Purchase Price Invested Price
- ------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000 5.75% 6.10% 4.75%
- ------------------------------------------------------------------
$25,000 or more but
less than $50,000 5.50% 5.82% 4.75%
- ------------------------------------------------------------------
$50,000 or more but
less than $100,000 4.75% 4.99% 4.00%
- -------------------------------------------------------------------
$100,000 or more but
less than $250,000 3.75% 3.90% 3.00%
- ------------------------------------------------------------------
$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%
- ------------------------------------------------------------------
$500,000 or more but
less than $1 million 2.00% 2.04% 1.60%
</TABLE>

The Distributor reserves the right to reallow the entire commission
to dealers. If that occurs, the dealer may be considered an
"underwriter" under Federal securities laws.

Class A Contingent Deferred Sales Charge. 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:

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.

The Distributor pays dealers of record commissions on these
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 prototype 401(k) plans) that were
not previously subject to a front-end sales charge and dealer
commission.

If you redeem any of those shares within 18 months of the end
of the calendar month of their purchase, a contingent deferred
sales charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds. That sales
charge will be equal to 1.0% of either (1) the aggregate net asset
value of the redeemed shares (not including shares purchased by
reinvestment of dividends or capital gain distributions) or (2) the
original cost of the shares, whichever is less. However, the Class
A contingent deferred sales charge will not exceed the aggregate
amount of the commissions the Distributor paid to your dealer on
all Class A shares of all Oppenheimer funds you purchased subject
to the Class A contingent deferred sales charge.

In determining whether a contingent deferred sales charge is
payable, the Fund will first redeem shares that are not subject to
the sales charge, including shares purchased by reinvestment of
dividends and capital gains, and then will redeem other shares in
the order that you purchased them. The Class A contingent deferred
sales charge is waived in certain cases described in "Waivers of
Class A Sales Charges" below.

No Class A contingent deferred sales charge is charged on
exchanges of shares under the Fund's Exchange Privilege (described
below). However, if the shares acquired by exchange are redeemed
within 18 months of the end of the calendar month of the purchase
of the exchanged shares, the sales charge will apply.

Special Arrangements With Dealers. The Distributor may
advance up to 13 months' commissions to dealers that have
established special arrangements with the Distributor for Asset
Builder Plans for their clients. Dealers whose sales of Class A
shares of Oppenheimer funds (other than money market funds) under
OppenheimerFunds-sponsored 403(b)(7) custodial plans exceed $5
million per year (calculated per quarter), will receive monthly
one-half of the Distributor's retained commissions on those sales,
and if those sales exceed $10 million per year, those dealers will
receive the Distributor's entire retained commission on those
sales.

Reduced Sales Charges for Class A Share Purchases. You may be
eligible to buy Class A shares at reduced sales charge rates in one
or more of the following ways:

Right of Accumulation. 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. A
fiduciary can count all shares purchased for a trust, estate or
other fiduciary account (including one or more employee benefit
plans of the same employer) that has multiple accounts.

Additionally, you can add together current purchases of Class
A and Class B shares of the Fund and other Oppenheimer funds to
reduce the sales charge rate that applies to current purchases of
Class A shares. You can also include Class A and Class B shares of
Oppenheimer funds 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 your investment in one of the Oppenheimer funds. The value of
those shares will be based on the greater of the amount you paid
for the shares or their current value (at offering price). The
Oppenheimer funds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from
the Distributor. The reduced sales charge will apply only to
current purchases and must be requested when you buy your shares.

Letter of Intent. Under a Letter of Intent, if you purchase
Class A shares or Class A and Class B shares of the Fund and other
Oppenheimer funds 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. This can include
purchases made up to 90 days before the date of the Letter. More
information is contained in the Application and in "Reduced Sales
Charges" in the Statement of Additional Information.

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 Manager or its affiliates;

present or former officers, directors, trustees and
employees (and their "immediate families" as defined in "Reduced
Sales Charges" in the Statement of Additional Information) of the
Fund, the Manager and its affiliates, and retirement plans
established by them for their employees;

registered management investment companies, or separate
accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose;

dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees;

employees and registered representatives (and their spouses)
of dealers or brokers described above or financial institutions
that have entered into sales arrangements with such dealers or
brokers (and are identified to the Distributor) or with the
Distributor; the purchaser must certify to the Distributor at the
time of purchase that the purchase is for the purchaser's own
account (or for the benefit of such employee's spouse or minor
children);

dealers, brokers, banks, or registered investment advisers
that have entered into an agreement with the Distributor (1)
providing specifically for the use of shares of the Fund in
particular investment products or employee benefit plans made
available to their clients (those clients may be charged a
transaction fee by their dealer, broker, banks, or advisor for the
purchase or sale of Fund shares) or (2) to sell shares to defined
contribution employee retirement plans for which the dealer, broker
or investment adviser provides administration services;

employee benefit plans purchasing shares through a
shareholder servicing agent which the Distributor has appointed as
its agent to accept those purchase orders;

directors, trustees, officers or full-time employees of
OpCap Advisors or its affiliates, their relatives or any trust,
pension, profit sharing or other benefit plan which beneficially
owns shares for those persons;

accounts for which Oppenheimer Capital is the investment
adviser (the Distributor must be advised of this arrangement) and
persons who are directors or trustees of the company or trust which
is the beneficial owner of such accounts;

any unit investment trust that has entered into an
appropriate agreement with the Distributor;

a TRAC-2000 401(k) plan (sponsored by the former Quest for
Value Advisors) whose Class B or Class C shares of a Former Quest
for Value Fund were exchanged for Class A shares of that Fund due
to the termination of the Class B and C TRAC-2000 program on
November 24, 1995; or

qualified retirement plans that had agreed with the former
Quest for Value Advisors to purchase shares of any of the Former
Quest for Value Funds at net asset value, with such shares to be
held through DCXchange, a sub-transfer agency mutual fund
clearinghouse, provided that such arrangements are consummated and
share purchases commence by December 31, 1996.

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:

shares issued in plans of reorganization, such as mergers,
asset acquisitions and exchange offers, to which the Fund is a
party;

shares purchased by the reinvestment of loan repayments by
a participant in a retirement plan for which the Manager or its
affiliates acts as sponsor;

shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds
(other than Oppenheimer Cash Reserves) or unit investment trusts
for which reinvestment arrangements have been made with the
Distributor;

shares purchased and paid for with the proceeds of shares
redeemed in the past 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 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; or

shares purchased with the proceeds of maturing principal of
units of any Qualified Unit Investment Liquid Trust Series.

Waivers of the Class A Contingent Deferred Sales Charge for
Certain Redemptions. 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:

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");

to return excess contributions made to Retirement Plans;

to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;

involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account
Rules and Policies," below);

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); or

for distributions from OppenheimerFunds prototype 401(k)
plans for any of the following cases or purposes: (1) following
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.

Service Plan for Class A Shares. The Fund has adopted a
Service Plan for Class A shares to reimburse the Distributor for a
portion of its costs incurred in connection with the personal
service and maintenance of shareholder accounts that hold Class A
shares. Reimbursement is made quarterly at an annual rate that may
not exceed 0.25% of the average annual net assets of Class A shares
of the Fund. The Distributor uses all of those fees to compensate
dealers, brokers, banks and other financial institutions quarterly
for providing personal service and maintenance of accounts of their
customers that hold Class A shares and to reimburse itself (if the
Corporation's Board of Directors authorizes such reimbursements,
which it has not yet done) for its other expenditures under the
Plan.

Services to be provided include, among others, answering
customer inquiries about the Fund, assisting in establishing and
maintaining accounts in the Fund, making the Fund's investment
plans available and providing other services at the request of the
Fund or the Distributor. Payments are made by the Distributor
quarterly at an annual rate not to exceed 0.25% of the average
annual net assets of Class A shares held in accounts of the
service providers or their customers. The payments under the Plan
increase the annual expenses of Class A shares. For more details,
please refer to "Distribution and Service Plans" in the Statement
of Additional Information.

Buying Class B Shares. Class B shares are sold at net asset
value per share without an initial sales charge. However, if Class
B shares are redeemed within 6 years of their purchase, a
contingent deferred sales charge will be deducted from the
redemption proceeds. That sales charge will not apply to shares
purchased by the reinvestment of dividends or capital gains
distributions. The charge will be assessed on the lesser of the net
asset value of the shares at the time of redemption or the original
purchase price. The contingent deferred sales charge is not imposed
on the amount of your account value represented by the increase in
net asset value over the initial purchase price. The Class B
contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services
to the Fund in connection with the sale of Class B shares.

To determine whether the contingent deferred sales charge
applies to a redemption, the Fund redeems shares in the following
order: (1) shares acquired by reinvestment of dividends and capital
gains distributions, (2) shares held for over 6 years, and (3)
shares held the longest during the 6-year period. The contingent
deferred sales charge is not imposed in the circumstances described
in "Waivers of Class B and Class C Sales Charges" below.

The amount of the contingent deferred sales charge will depend
on the number of years since you invested and the dollar amount
being redeemed, according to the following schedule:

Years Since
Beginning of
Month in which Contingent Deferred Sales Charge
Purchase Order On Redemptions in That Year
Was Accepted (As % of Amount Subject to Charge)
- ------------------------------------------------------
0-1 5.0%
- ------------------------------------------------------
1-2 4.0%
- ------------------------------------------------------
2-3 3.0%
- ------------------------------------------------------
3-4 3.0%
- ------------------------------------------------------
4-5 2.0%
- ------------------------------------------------------
5-6 1.0%
- ------------------------------------------------------
6 and following None

In the table, a "year" is a 12-month period. All purchases are
considered to have been made on the first regular business day of
the month in which the purchase was made.

Automatic Conversion of Class B Shares. 72 months after you
purchase Class B shares, those shares will automatically convert to
Class A shares. This conversion feature relieves Class B
shareholders of the asset-based sales charge that applies to Class
B shares under the Class B Distribution and Service Plan, described
below. The conversion is based on the relative net asset value of
the two classes, and no sales load or other charge is imposed. When
Class B shares convert, any other Class B shares that were acquired
by the reinvestment of dividends and distributions on the converted
shares will also convert to Class A shares. The conversion feature
is subject to the continued availability of a tax ruling described
in "Alternative Sales Arrangements - Class A, Class B and Class C
Shares" in the Statement of Additional Information.

Distribution and Service Plan for Class B Shares. The Fund
has adopted a Distribution and Service Plan for Class B shares to
reimburse the Distributor for its services and costs in
distributing Class B shares and servicing accounts. Under the Plan,
the Fund pays the Distributor an annual "asset-based sales charge"
of 0.75% per year on Class B shares that are outstanding for 6
years or less. The Distributor also receives a service fee of
0.25% per year. Both fees are computed on the average annual net
assets of Class B shares, determined as of the close of each
regular business day. The asset-based sales charge allows investors
to buy Class B shares without a front-end sales charge while
allowing the Distributor to compensate dealers that sell Class B
shares.

The Distributor uses the service fee to compensate dealers for
providing personal service for accounts that hold Class B shares.
Those services are similar to those provided under the Class A
Service Plan, described above. The asset-based sales charge and
service fees increase Class B expenses by up to 1.00% of average
net assets per year.

The Distributor pays the 0.25% service fee to dealers in
advance for the first year after Class B shares have been sold by
the dealer. After the shares have been held for a year, the
Distributor pays the service fee on a quarterly basis. The
Distributor pays sales commissions of 3.75% of the purchase price
to dealers from its own resources at the time of sale. The
Distributor retains the asset-based sales charge to recoup the
sales commissions it pays, the advances of service fee payments it
makes, and its financing or other distribution costs.

Because the Distributor's actual expenses in selling Class B
shares may be more than the payments it receives from contingent
deferred sales charges collected on redeemed shares and from the
Fund under the Distribution and Service Plan for Class B shares,
those expenses may be carried over and paid in future years. If
the Plan is terminated by the Fund, the Board of Directors may
allow the Fund to continue payments of the asset-based sales charge
to the Distributor for certain expenses it incurred before the Plan
was terminated.

Waivers of Class B and Class C Sales Charges. The Class B
and Class C contingent deferred sales charges will not be applied
to shares purchased in certain types of transactions nor will it
apply to 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 in Certain Cases. The Class B and
Class C contingent deferred sales charges will be waived for
redemptions of shares in the following cases:

distributions to participants or beneficiaries from
Retirement Plans, if the distributions are made (a) under an
Automatic Withdrawal Plan after the participant reaches age 59-1/2,
as long as the payments are no more than 10% of the account value
annually (measured from the date the Transfer Agent receives the
request), or (b) following the death or disability (as defined in
the Internal Revenue Code) of the participant or beneficiary (the
death or disability must have occurred after the account was
established);

redemptions from accounts other than Retirement Plans
following the death or disability of the last surviving
shareholder, including a trustee of a grantor trust or revocable
living for which the trustee is also the sole beneficiary (the
death or disability must have occurred after the account was
established, and for disability you must provide evidence of a
determination of disability by the Social Security Administration);

returns of excess contributions to Retirement Plans;

distributions from retirement plans to make substantially
equal periodic payments as permitted in Section 72(t) of the
Internal Revenue Code that do not exceed 10% of the account value
annually, measured from the date the Transfer Agent receives the
request);

shares redeemed involuntarily, as described in "Shareholder
Account Rules and Policies," below; or

distributions from OppenheimerFunds prototype 401(k) plans
(1) for hardship withdrawals; (2) under a Qualified Domestic
Relations Order, as defined in the Internal Revenue Code; (3) to
meet minimum distribution requirements as defined in the Internal
Revenue Code; (4) to make "substantially equal periodic payments"
as described in Section 72(t) of the Internal Revenue Code; or (5)
for separation from service.

Waivers for Shares Sold or Issued in Certain Transactions.
The contingent deferred sales charge is also waived on Class B and
Class C shares sold or issued in the following cases:

shares sold to the Manager or its affiliates;

shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with
the Manager or the Distributor for that purpose; or

shares issued in plans of reorganization to which the Fund
is a party.

Buying Class C Shares. Class C shares are sold at net asset
value per share without an initial sales charge. However, if Class
C shares are redeemed within 12 months of their purchase, a
contingent deferred sales charge of 1.0% will be deducted from the
redemption proceeds. That sales charge will not apply to shares
purchased by the reinvestment of dividends or capital gains
distributions. The charge will be assessed on the lesser of the net
asset value of the shares at the time of redemption or the original
purchase price. The contingent deferred sales charge is not imposed
on the amount of your account value represented by the increase in
net asset value over the initial purchase price. The Class C
contingent deferred sales charge is paid to reimburse the
Distributor for its expenses of providing distribution-related
services to the Fund in connection with the sale of Class C shares.

Waivers of Class C Sales Charge. The Class C contingent
deferred sales charge will be waived for any of the redemptions or
circumstances described above under "Waivers of Class B and Class
C Contingent Deferred Sales Charges."

Distribution and Service Plan for Class C Shares. The Fund
has adopted a Distribution and Service Plan for Class C shares to
reimburse the Distributor for its services and costs in
distributing Class C shares and servicing accounts. Under the Plan,
the Fund pays the Distributor an annual "asset-based sales charge"
of 0.75% per year on Class C shares. The Distributor also receives
a service fee of 0.25% per year. Both fees are computed on the
average annual net assets of Class C shares, determined as of the
close of each regular business day. The asset-based sales charge
allows investors to buy Class C shares without a front-end sales
charge while allowing the Distributor to compensate dealers that
sell Class C shares.

The Distributor uses the service fee to compensate dealers for
providing personal services for accounts that hold Class C shares.
Those services are similar to the services provided under the Class
A Service Plan, described above. The asset-based sales charge and
service fees increase Class C expenses by up to 1.00% of average
net assets per year.

The Distributor pays the 0.25% service fee to dealers in
advance for the first year after Class C shares have been sold by
the dealer. After the shares have been held for a year, the
Distributor pays the fee on a quarterly basis. The Distributor pays
sales commissions of 0.75% of the purchase price to dealers from
its own resources at the time of sale. The total up-front
commission paid by the Distributor to the dealer at the time of
sale of Class C shares is 1.0% of the purchase price. The
Distributor plans to pay the asset-based sales charge as an ongoing
commission to the dealer on Class C shares that have been
outstanding for a year or more.

Because the Distributor's actual expenses in selling Class C
shares may be more than the payments it receives from contingent
deferred sales charges collected on redeemed shares and from the
Fund under the Distribution and Service Plan for Class C shares,
those expenses may be carried over and paid in future years. If the
Plan is terminated by the Fund, the Board of Directors may allow
the Fund to continue payments of the asset-based sales charge to
the Distributor for certain expenses it incurred before the plan
was terminated.

Special Investor Services

AccountLink. OppenheimerFunds AccountLink links your Fund account
to your account at your bank or other financial institution to
enable you to send money electronically between those accounts to
perform a number of types of account transactions. These include
purchases of shares by telephone (either through a service
representative or by PhoneLink, described below), automatic
investments under Asset Builder Plans, and sending dividends and
distributions or Automatic Withdrawal Plan payments directly to
your bank account. Please refer to the Application for details or
call the Transfer Agent for more information.

AccountLink privileges should be requested on the Application
you use to buy shares, or on your dealer's settlement instructions
if you buy your shares through your dealer. After your account is
established, you can request AccountLink privileges by sending
signature-guaranteed instructions to the Transfer Agent.
AccountLink privileges will apply to each shareholder listed in the
registration on your account as well as to your dealer
representative of record unless and until the Transfer Agent
receives written instructions terminating or changing those
privileges. After you establish AccountLink for your account, any
change of bank account information must be made by signature-
guaranteed instructions to the Transfer Agent signed by all
shareholders who own the account.

Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase
shares in amounts up to $250,000 through a telephone
representative, call the Distributor at 1-800-852-8457. The
purchase payment will be debited from your bank account.

PhoneLink. PhoneLink is the OppenheimerFunds automated
telephone system that enables shareholders to perform a number of
account transactions automatically using a touch-tone phone.
PhoneLink may be used on already-established Fund accounts after
you obtain a Personal Identification Number (PIN), by calling the
special PhoneLink number: 1-800-533-3310.

Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have
established AccountLink privileges to link your bank account with
the Fund, to pay for these purchases.

Exchanging Shares. With the OppenheimerFunds Exchange
Privilege, described below, you can exchange shares automatically
by phone from your Fund account to another Oppenheimer funds
account you have already established by calling the special
PhoneLink number. Please refer to "How to Exchange Shares," below,
for details.

Selling Shares. You can redeem shares by telephone
automatically by calling the PhoneLink number and the Fund will
send the proceeds directly to your AccountLink bank account.
Please refer to "How to Sell Shares," below, for details.

Automatic Withdrawal and Exchange Plans. The Fund has several
plans that enable you to sell shares automatically or exchange them
to another Oppenheimer funds account on a regular basis:

Automatic Withdrawal Plans. If your Fund account is worth
$5,000 or more, you can establish an Automatic Withdrawal Plan to
receive payments of at least $50 on a monthly, quarterly, semi-
annual or annual basis. The checks may be sent to you or sent
automatically to your bank account on AccountLink. You may even set
up certain types of withdrawals of up to $1,500 per month by
telephone. You should consult the Application and Statement of
Additional Information for more details.

Automatic Exchange Plans. You can authorize the Transfer
Agent to exchange an amount you establish in advance automatically
for shares of up to five other Oppenheimer funds on a monthly,
quarterly, semi-annual or annual basis under an Automatic Exchange
Plan. The minimum purchase for each Oppenheimer funds account is
$25. These exchanges are subject to the terms of the Exchange
Privilege, described below.

Reinvestment Privilege. If you redeem some or all of your Class A
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
Oppenheimer funds without paying a sales charge. This privilege
applies to Class A shares that you sell purchased with an initial
sales charge and to Class A or Class B shares on which you paid a
contingent deferred sales charge when you redeemed them. This
privilege does not apply to Class C shares. You must be sure to
ask the Distributor for this privilege when you send your payment.
Please consult the Statement of Additional Information for more
details.

Retirement Plans. Fund shares are available as an investment for
your retirement plans. If you participate in a plan sponsored by
your employer, the plan trustee or administrator must make the
purchase of shares for your retirement plan account. The
Distributor offers a number of different retirement plans that can
be used by individuals and employers:

Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
403(b)(7) Custodial Plans for employees of eligible tax-
exempt organizations, such as schools, hospitals and charitable
organizations
SEP-IRAs (Simplified Employee Pension Plans) for small
business owners or people with income from self-employment,
including SARSEP-IRAs
Pension and Profit-Sharing Plans for self-employed persons
and other employers
401(k) Prototype Retirement Plans for Businesses

Please call the Distributor for the OppenheimerFunds plan
documents, which contain important information and applications.

How to Sell Shares

You can arrange to take money out of your account by selling
(redeeming) some or all of your shares on any regular business day.
Your shares will be sold at the next net asset value calculated
after your order is received and accepted by the Transfer Agent.
The Fund offers you a number of ways to sell your shares: in
writing or by telephone. You can also set up Automatic Withdrawal
Plans to redeem shares on a regular basis, as described above. If
you have questions about any of these procedures, and especially if
you are redeeming shares in a special situation, such as due to the
death of the owner, or from a retirement plan, please call the
Transfer Agent first, at 1-800-525-7048, for assistance.

Retirement Accounts. To sell shares in an Oppenheimer funds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must
submit a withholding form with your request to avoid delay. If your
retirement plan account is held for you by your employer, you must
arrange for the distribution request to be sent by the plan
administrator or trustee. There are additional details in the
Statement of Additional Information.

Certain Requests Require a Signature Guarantee. To protect
you and the Fund from fraud, certain redemption requests must be in
writing and must include a signature guarantee in the following
situations (there may be other situations also requiring a
signature guarantee):

You wish to redeem more than $50,000 worth of shares and
receive a check
The redemption check is not payable to all shareholders
listed on the account statement
The redemption check is not sent to the address of record on
your account statement
Shares are being transferred to a Fund account with a
different owner or name
Shares are redeemed by someone other than the owners (such
as an Executor)

Where Can I Have My Signature Guaranteed? The Transfer
Agent will accept a guarantee of your signature by a number of
financial institutions, including: a U.S. bank, trust company,
credit union or savings association, or by a foreign bank that has
a U.S. correspondent bank, or by a U.S. registered dealer or broker
in securities, municipal securities or government securities, or by
a U.S. national securities exchange, a registered securities
association or a clearing agency. If you are signing on behalf of
a corporation, partnership or other business, or as a fiduciary you
must also include your title in the signature.

Selling Shares by Mail. Write a "letter of instructions" that
includes:

Your name
The Fund's name
Your Fund account number (from your account statement)
The dollar amount or number of shares to be redeemed
Any special payment instructions
Any share certificates for the shares you are selling,
The signatures of all registered owners exactly as the
account is registered, and
Any special requirements or documents requested by the
Transfer Agent to assure proper authorization of the person asking
to sell shares.

Use the following address for requests by mail:
OppenheimerFunds Services
P.O. Box 5270, Denver, Colorado 80217

Send courier or Express Mail requests to:
OppenheimerFunds Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231

Selling Shares by Telephone. You and your dealer representative
of record may also sell your shares by telephone. 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. You may not redeem shares held in an Oppenheimer
funds retirement plan or under a share certificate by telephone.

To redeem shares through a service representative, call 1-
800-852-8457
To redeem shares automatically on PhoneLink, call 1-800-533-
3310

Whichever method you use, you may have a check sent to the
address on the account statement, or, if you have linked your Fund
account to your bank account on AccountLink, you may have the
proceeds sent to that account.

Telephone Redemptions Paid by Check. Up to $50,000 may be
redeemed by telephone, in any 7-day period. The check must be
payable to all owners of record of the shares and must be sent to
the address on the account statement. This service is not
available within 30 days of changing the address on an account.

Telephone Redemptions Through AccountLink or by Wire. There
are no dollar limits on telephone redemption proceeds sent to a
bank account designated when you establish AccountLink. Normally
the ACH transfer to your bank is initiated on the business day
after the redemption. You do not receive dividends on the proceeds
of the shares you redeemed while they are waiting to be
transferred.

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.

Selling Shares Through Your Dealer. The Distributor has made
arrangements to repurchase Fund shares from dealers and brokers on
behalf of their customers. Brokers or dealers may charge for that
service. Please refer to "Special Arrangements for Repurchase of
Shares from Dealers and Brokers" in the Statement of Additional
Information for more details.

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain
Oppenheimer funds at net asset value per share at the time of
exchange, without sales charge. To exchange shares, you must meet
several conditions:

Shares of the fund selected for exchange must be available
for sale in your state of residence
The prospectuses of this Fund and the fund whose shares you
want to buy must offer the exchange privilege
You must hold the shares you buy when you establish your
account for at least 7 days before you can exchange them; after the
account is open 7 days, you can exchange shares every regular
business day
You must meet the minimum purchase requirements for the fund
you purchase by exchange
Before exchanging into a fund, you should obtain and read
its prospectus

Shares of a particular class of the Fund may be exchanged only
for shares of the same class in the other Oppenheimer funds. For
example, you can exchange Class A shares of this Fund only for
Class A shares of another fund. At present, Oppenheimer Money
Market Fund, Inc. offers only one class of shares, which are
considered to be "Class A" shares for this purpose. In some cases,
sales charges may be imposed on exchange transactions. Please
refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.

Exchanges may be requested in writing or by telephone:

Written Exchange Requests. Submit an OppenheimerFunds
Exchange Request form, signed by all owners of the account. Send
it to the Transfer Agent at the addresses listed in "How to Sell
Shares."

Telephone Exchange Requests. Telephone exchange requests may
be made either by calling a service representative at 1-800-852-
8457 or by using PhoneLink for automated exchanges by calling 1-
800-533-3310. Telephone exchanges may be made only between accounts
that are registered with the same name(s) and address. Shares held
under certificates may not be exchanged by telephone.

You can find a list of Oppenheimer funds currently available
for exchanges in the Statement of Additional Information or obtain
one by calling a service representative at 1-800-525-7048. That
list can change from time to time.

There are certain exchange policies you should be aware of:

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 up to seven days if it
determines it would be disadvantaged by a same-day transfer of the
proceeds to buy shares. For example, the receipt of multiple
exchange requests from a dealer in a "market-timing" strategy might
require the sale of portfolio securities at a time or price
disadvantageous to the Fund.

Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange
request that will disadvantage it, or to refuse multiple exchange
requests submitted by a shareholder or dealer.

The Fund may amend, suspend or terminate the exchange
privilege at any time. Although the Fund will attempt to provide
you notice whenever it is reasonably able to do so, it may impose
these changes at any time.

For tax purposes, exchanges of shares involve a redemption
of the shares of the Fund you own and a purchase of the shares of
the other fund, which may result in a capital gain or loss. For
more information about taxes affecting exchanges, please refer to
"How to Exchange Shares" in the Statement of Additional
Information.

If the Transfer Agent cannot exchange all the shares you
request because of a restriction cited above, only the shares
eligible for exchange will be exchanged.

Shareholder Account Rules and Policies

Net Asset Value Per Share is determined for each class of
shares as of the close of The New York Stock Exchange which is
normally 4:00 p.m., but may be earlier on some days, on each day
the Exchange is open 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. The Corporation s Board of Directors has
established procedures to value the Fund's securities to determine
net asset value. In general, securities values are based on market
value. There are special procedures for valuing illiquid and
restricted securities and obligations for which market values
cannot be readily obtained. These procedures are described more
completely in the Statement of Additional Information.

The offering of shares may be suspended during any period in
which the determination of net asset value is suspended, and the
offering may be suspended by the Board of Directors at any time the
Board believes it is in the Fund's best interest to do so.

Telephone Transaction Privileges for purchases, redemptions
or exchanges may be modified, suspended or terminated by the Fund
at any time. If an account has more than one owner, the Fund and
the Transfer Agent may rely on the instructions of any one owner.
Telephone privileges apply to each owner of the account and the
dealer representative of record for the account unless and until
the Transfer Agent receives cancellation instructions from an owner
of the account.

The Transfer Agent will record any telephone calls to verify
data concerning transactions and has adopted other procedures to
confirm that telephone instructions are genuine, by requiring
callers to provide tax identification numbers and other account
data or by using PINs, and by confirming such transactions in
writing. If the Transfer Agent does not use reasonable procedures
it may be liable for losses due to unauthorized transactions, but
otherwise neither the Transfer Agent nor the Fund will be liable
for losses or expenses arising out of telephone instructions
reasonably believed to be genuine. If you are unable to reach the
Transfer Agent during periods of unusual market activity, you may
not be able to complete a telephone transaction and should consider
placing your order by mail.

Redemption or transfer requests will not be honored until
the Transfer Agent receives all required documents in proper form.
From time to time, the Transfer Agent in its discretion may waive
certain of the requirements for redemptions stated in this
Prospectus.

Dealers that can perform account transactions for their
clients by participating in NETWORKING through the National
Securities Clearing Corporation are responsible for obtaining their
clients' permission to perform those transactions and are
responsible to their clients who are shareholders of the Fund if
the dealer performs any transaction erroneously or improperly.

The redemption price for shares will vary from day to day
because the value of the securities in the Fund's portfolio
fluctuates, and the redemption price, which is the net asset value
per share, will normally be different for Class A, Class B and
Class C shares. Therefore, the redemption value of your shares may
be more or less than their original cost.

Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the
shareholder under the redemption procedures described above) within
seven (7) days after the Transfer Agent receives redemption
instructions in proper form, except under unusual circumstances
determined by the Securities and Exchange Commission delaying or
suspending such payments. For accounts registered in the name of
a broker/dealer, payment will be forwarded within three (3)
business days. The Transfer Agent may delay forwarding a check or
processing a payment via AccountLink for recently purchased shares,
but only until the purchase payment has cleared. That delay may be
as much as 10 days from the date the shares were purchased. That
delay may be avoided if you purchase shares by certified check or
arrange with your bank to provide telephone or written assurance to
the Transfer Agent that your purchase payment has cleared.

Involuntary redemptions of small accounts may be made by the
Fund if the account value has fallen below $500 for reasons other
than the fact that the market value of shares has dropped, and in
some cases involuntary redemptions may be made to repay the
Distributor for losses from the cancellation of share purchase
orders.

Under unusual circumstances, shares of the Fund may be
redeemed "in kind," which means that the redemption proceeds will
be paid with securities from the Fund's portfolio. Please refer to
"How to Sell Shares" in the Statement of Additional Information for
more details.

"Backup Withholding" of Federal income tax may be applied at
the rate of 31% from dividends, distributions and redemption
proceeds (including exchanges) if you fail to furnish the Fund a
certified Social Security or employer identification number when
you sign your application, or if you violate Internal Revenue
Service regulations on tax reporting of income.

The Fund does not charge a redemption fee, but if your
dealer or broker handles your redemption, they may charge a fee.
That fee can be avoided by redeeming your Fund shares directly
through the Transfer Agent. Under the circumstances described in
"How To Buy Shares," you may be subject to a contingent deferred
sales charges when redeeming certain Class A, Class B and Class C
shares.

To avoid sending duplicate copies of materials to
households, the Fund will mail only one copy of each annual and
semi-annual report to shareholders having the same last name and
address on the Fund's records. However, each shareholder may call
the Transfer Agent at 1-800-525-7048 to ask that copies of those
materials be sent personally to that shareholder.

Dividends, Capital Gains and Taxes

Dividends. The Fund declares dividends separately for Class A,
Class B, Class C and Class Y shares from net investment income on
a quarterly basis and normally pays those dividends to shareholders
in March, June, September and December, but the Board of Directors
can change that date. Dividends paid on Class A shares and Class
Y shares generally are expected to be higher than for Class B and
Class C shares because expenses allocable to Class B and Class C
shares will generally be higher. There is no fixed dividend rate
and there can be no assurance as to the payment of any dividends.

Capital Gains. The Fund may make distributions annually in December
out of any net short-term or long-term capital gains, and the Fund
may make supplemental distributions of dividends and capital gains
following the end of its fiscal year. Short-term capital gains are
treated as dividends for tax purposes. Long-term capital gains will
be separately identified in the tax information the Fund sends you
after the end of the calendar year. There can be no assurances
that the Fund will pay any capital gains distributions in a
particular year.

Distribution Options. When you open your account, specify on
your application how you want to receive your distributions. For
Oppenheimer funds retirement accounts, all distributions are
reinvested. For other accounts, you have four options:

Reinvest All Distributions in the Fund. You can elect to
reinvest all dividends and long-term capital gains distributions in
additional shares of the Fund.
Reinvest Long-Term Capital Gains Only. You can elect to
reinvest long-term capital gains in the Fund while receiving
dividends by check or sent to your bank account on AccountLink.
Receive All Distributions in Cash. You can elect to receive
a check for all dividends and long-term capital gains distributions
or have them sent to your bank on AccountLink.
Reinvest Your Distributions in Another Oppenheimer Fund
Account. You can reinvest all distributions in another Oppenheimer
fund account you have established.

Taxes. If your account is not a tax-deferred retirement account,
you should be aware of the following tax implications of investing
in the Fund. Long-term capital gains are taxable as long-term
capital gains when distributed to shareholders. It does not matter
how long you have held your shares. Dividends paid from short-term
capital gains and net investment income are taxable as ordinary
income. Distributions are subject to federal income tax and may be
subject to state or local taxes. Your distributions are taxable
when paid, whether you reinvest them in additional shares or take
them in cash. Every year the Fund will send you and the IRS a
statement showing the amount of each taxable distribution you
received in the previous year.

"Buying a Dividend": When a fund goes ex-dividend, its share
price is reduced by the amount of the distribution. If you buy
shares on or just before the ex-dividend date, or just before the
Fund declares a capital gains distribution, you will pay the full
price for the shares and then receive a portion of the price back
as a taxable dividend or capital gain.

Taxes on Transactions: Share redemptions, including
redemptions for exchanges, are subject to capital gains tax.
Generally speaking, a capital gain or loss is the difference
between the price you paid for the shares and the price you
received when you sold them.

Returns of Capital: In certain cases distributions made by
the Fund may be considered a non-taxable return of capital to
shareholders. If that occurs, it will be identified in notices to
shareholders. A non-taxable return of capital may reduce your tax
basis in your fund shares.

This information is only a summary of certain federal tax
information about your investment. More information is contained
in the Statement of Additional Information, and in addition you
should consult with your tax adviser about the effect of an
investment in the Fund on your particular tax situation.
APPENDIX A

Special Sales Charge Arrangements for Shareholders of the Fund
Who Were Shareholders of the Former Quest for Value Funds

The initial and contingent sales charge rates and waivers for
Class A, Class B and Class C shares of the Fund described elsewhere
in this Prospectus are modified as described below for those
shareholders of (i) Quest for Value Fund, Inc., Quest for Value
Growth and Income Fund, Quest for Value Opportunity Fund, Quest for
Value Small Capitalization Fund and Quest for Value Global Equity
Fund, Inc. on November 24, 1995, when OppenheimerFunds, Inc. became
the investment adviser to those funds, and (ii) Quest for Value
U.S. Government Income Fund, Quest for Value Investment Quality
Income Fund, Quest for Value Global Income Fund, Quest for Value
New York Tax-Exempt Fund, Quest for Value National Tax-Exempt Fund
and Quest for Value California Tax-Exempt Fund when those funds
merged into various Oppenheimer funds on November 24, 1995. The
funds listed above are referred to in this Prospectus as the
Former Quest for Value Funds. The waivers of initial and
contingent deferred sales charges described in this Appendix apply
to shares of the Fund (i) acquired by such shareholder pursuant to
an exchange of shares of one of the Oppenheimer funds that was one
of the Former Quest for Value Funds or (ii) received by such
shareholder pursuant to the merger of any of the Former Quest for
Value Funds into an Oppenheimer fund on November 24, 1995.

Class A Sales Charges

Reduced Class A Initial Sales Charge Rates for Certain Former
Quest Shareholders

Purchases by Groups, Associations and Certain Qualified
Retirement Plans. The following table sets forth the initial sales
charge rates for Class A shares purchased by a Qualified
Retirement Plan through a single broker, dealer or financial
institution, or by members of Associations formed for any purpose
other than the purchase of securities if that Qualified Retirement
Plan or that Association purchased shares of any of the Former
Quest for Value Funds or received a proposal to purchase such
shares from OCC Distributors prior to November 24, 1995. For this
purpose only, a Qualified Retirement Plan includes any 401(k)
plan, 403(b) plan, and SEP/IRA or IRA plan for employees of a
single employer.

<TABLE>
<CAPTION>
Front-End Front-End
Sales Sales Commission
Charge Charge as
as a as a Percentage
Number of Percentage Percentage of
Eligible Employees of Offering of Amount Offering
or Members Price Invested Price

- -----------------------------------------------------------------------------
- ---
<S> <C> <C> <C>
9 or fewer 2.50% 2.56% 2.00%
- -----------------------------------------------------------------------------
- ---
At least 10 but not
more than 49 2.00% 2.04% 1.60%
</TABLE>

For purchases by Qualified Retirement plans and Associations
having 50 or more eligible employees or members, there is no
initial sales charge on purchases of Class A shares, but those
shares are subject to the Class A contingent deferred sales charge
described on pages 27 to 30 of this Prospectus.

Purchases made under this arrangement qualify for the lower of
the sales charge rate in the table based on the number of eligible
employees in a Qualified Retirement Plan or members of an
Association or the sales charge rate that applies under the Rights
of Accumulation described above in the Prospectus. In addition,
purchases by 401(k) plans that are Qualified Retirement Plans
qualify for the waiver of the Class A initial sales charge if they
qualified to purchase shares of any of the Former Quest For Value
Funds by virtue of projected contributions or investments of $1
million or more each year. Individuals who qualify under this
arrangement for reduced sales charge rates as members of
Associations, or as eligible employees in Qualified Retirement
Plans also may purchase shares for their individual or custodial
accounts at these reduced sales charge rates, upon request to the
Fund s Distributor.

Special Class A Contingent Deferred Sales Charge Rates

Class A shares of the Fund purchased by exchange of shares of
other Oppenheimer funds that were acquired as a result of the
merger of Former Quest for Value Funds into those Oppenheimer
funds, ans which shares were subject to a Class A contingent
deferred sales charge prior to November 24, 1995, will be subject
to a contingent deferred sales charge at the following rates: if
they are redeemed within 18 months of the end of the calendar month
in which they were purchased, at a rate equal to 1.0% if the
redemption occurs within 12 months of their initial purchase and at
a rate of 0.50 of 1.0% if the redemption occurs in the subsequent
six months. Class A shares of any of the Former Quest Fund for
Value Funds purchased without an initial sales charge on or before
November 22, 1995 will continue to be subject to the applicable
contingent deferred sales charge in effect as of that date as set
forth in the then-current prospectus for such fund.

Waiver of Class A Sales Charges for Certain Shareholders

Class A shares of the Fund purchased by the following investors
are not subject to any Class A initial or contingent deferred sales
charges:

Shareholders of the Fund who were shareholders of the AMA
Family of Funds on February 28, 1991 and who acquired shares of any
of the Former Quest for Value Funds by merger of a portfolio of the
AMA Family of Funds.

Shareholders of the Fund who acquired shares of any Former
Quest for Value Fund by merger of any of the portfolios of the
Unified Funds.

Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions

The Class A contingent deferred sales charge will not apply to
redemptions of Class A shares of the Fund purchased by the
following investors who were shareholders of any Former Quest for
Value Fund:

Investors who purchased Class A shares from a dealer that is
or was not permitted to receive a sales load or redemption fee
imposed on a shareholder with whom that dealer has a fiduciary
relationship under the employee Retirement Income Security Act of
1974 and regulations adopted under that law.

Participants in Qualified Retirement Plans that purchased
shares of any of the Former Quest For Value Funds pursuant to a
special strategic alliance with the distributor of those funds.
The Fund s Distributor will pay a commission to the dealer for
purchases of Fund shares as described above in Class A Contingent
Deferred Sales Charge.

Class A, Class B and Class C Contingent Deferred Sales Charge
Waivers

Waivers for Redemptions of Shares Purchased Prior to March 6,
1995

Waivers for Redemptions of Shares Purchased on or After March
6, 1995 but Prior to November 24, 1995

In the following cases, the contingent deferred sales charge
will be waived for redemptions of Class A, B or C shares of the
Fund acquired by merger of a Former Quest for Value Fund into the
Fund or by exchange from an Oppenheimer fund that was a Former
Quest For Value Fund or into which such fund merged, if those
shares were purchased on or after March 6, 1995, but prior to
November 24, 1995: (1) distributions to participants or
beneficiaries from Individual Retirement Accounts under Section
408(a) of the Internal Revenue Code or retirement plans under
Section 401(a), 401(k), 403(b) and 457 of the Code, if those
distributions are made either (a) to an individual participant as
a result of separation from service or (b) following the death or
disability (as defined in the Code) of the participant or
beneficiary; (2) returns of excess contributions to such retirement
plans; (3) redemptions other than from retirement plans following
the death or disability of the shareholder(s) (as evidenced by a
determination of total disability by the U.S. Social Security
Administration); (4) withdrawals under an automatic withdrawal plan
(but only for Class B or Class C shares) where the annual
withdrawals do not exceed 10% of the initial value of the account;
and (5) liquidation of a shareholder s account if the aggregate net
asset value of shares held in the account is less than the required
minimum account value. A shareholder s account will be credited
with the amount of any contingent deferred sales charge paid on the
redemption of any Class A, B or C shares of the Fund described in
this section if within 90 days after that redemption, the proceeds
are invested in the same Class of shares in this Fund or another
Oppenheimer fund.

Special Dealer Arrangements

Dealers who sold Class B shares of a Former Quest for Value Fund
to Quest for Value prototype 401(k) plans that were maintained on
the TRAC-2000 recordkeeping system and that were transferred to an
OppenheimerFunds prototype 401(k) plan shall be eligible for an
additional one-time payment by the Distributor of 1% of the value
of the plan assets transferred, but that payment may not exceed
$5,000 as to any one plan.

Dealers who sold Class C shares of a Former Quest for Value Fund
to Quest for Value prototype 401(k) plans that were maintained on
the TRAC-2000 recordkeeping system and (i) shares held by those
plans were exchanged for Class A shares, or (ii) the plan assets
were transferred to an OppenheimerFunds prototype 401(k) plan,
shall be eligible for an additional one-time payment by the
Distributor of 1% of the value of the plan assets transferred, but
that payment may not
exceed $5,000.<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER MAIN STREET INCOME & GROWTH FUND

Graphic material included in Prospectus of Oppenheimer Main
Street Income & Growth Fund: "Comparison of Total Return of
Oppenheimer Main Street Income & Growth Fund with the S&P 500 Index
- - Change in Value of a $10,000 Hypothetical Investment"

A linear graph will be included in the Prospectus of
Oppenheimer Main Street Income & Growth Fund (the "Fund") depicting
the initial account value and subsequent account value of a
hypothetical $10,000 investment in the Fund. In the case of the
Fund's Class A shares, that graph will cover the period from
February 3, 1988 (commencement of operations) through June 30, 1996
and August 31, 1996 in the case of Class B shares the graph will
cover the period from the inception of the class (October 1, 1994)
through June 30, 1996 and August 31, 1996, and in the case of Class
C shares the graph will cover the period from the inception of the
class (December 1, 1993) through June 30, 1996 and August 31, 1996.
The graphs will compare such values with hypothetical $10,000
investments over the same time periods in the S&P 500 Index. Set
forth below are the relevant data points that will appear on the
linear graph. Additional information with respect to the
foregoing, including a description of the S&P 500 Index is set
forth in the Prospectus under "Performance of the Fund - Comparing
the Fund's Performance to the Market."

Oppenheimer
Main Street
Fiscal Year Income & S&P 500
(Period) Ended Growth Fund A Index

2/03/88 $ 9,425 $10,000
6/30/88 $ 9,984 $10,815
6/30/89 $11,858 $13,034
6/30/90 $12,933 $15,178
6/30/91 $14,304 $16,297
6/30/92 $19,952 $18,479
6/30/93 $29,206 $20,993
6/30/94 $33,392 $21,287
6/30/95 $40,244 $26,828
6/30/96 $49,203 $33,798
8/31/96 n/a n/a

Oppenheimer
Main Street
Fiscal Year Income & S&P 500
(Period) Ended Growth Fund B(1) Index

10/01/94 $10,000 $10,000
06/30/95 $11,315 $12,017
6/30/96 $13,300 $15,139
8/31/96 n/a n/a

Oppenheimer
Main Street
Fiscal Year Income & S&P 500
(Period) Ended Growth Fund C(2) Index

12/01/93 $10,000 $10,000
06/30/94 $ 9,856 $ 9,779
06/30/95 $11,789 $12,324
6/30/96 $14,308 $15,526
8/31/96 n/a n/a

(1)Class B shares of the Fund were first publicly offered on October
1, 1994.
(2)Class C shares of the Fund were first publicly offered on
December 1, 1993.
<PAGE>
Oppenheimer Main Street Income & Growth Fund
3410 South Galena Street
Denver, Colorado 80231
1-800-525-7048

Investment Adviser
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048

Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048

Transfer and Shareholder Servicing Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, New York 10015

Independent Auditors
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

No dealer, salesperson or any other person has been authorized
to give any information or to make any representations other than
those contained in this Prospectus or the Statement of Additional
Information, and if given or made, such information and
representation must not be relied upon as having been authorized by
the Corporation, OppenheimerFunds, Inc., OppenheimerFunds
Distributor, Inc., or any affiliate thereof. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby in any state to any person
to whom it is unlawful to make such an offer in such state.

PR700.1196 Printed on recycled paper<PAGE>
Oppenheimer Main Street Income & Growth Fund

3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048

Statement of Additional Information dated November 1, 1996

This Statement of Additional Information of Oppenheimer Main
Street Income & Growth Fund is not a Prospectus. This document
contains additional information about the Fund and supplements
information in the Prospectus dated November 1, 1996. It should be
read together with the Prospectus, which may be obtained upon
written request to the Fund's Transfer Agent, OppenheimerFunds
Services, at P.O. Box 5270, Denver, Colorado 80217, or by calling
the Transfer Agent at the toll-free number shown above.

Table of Contents
<TABLE>
<CAPTION>
Page

<S> <C>
About the Fund
Investment Objective and Policies. . . . . . . . . . . . .

Investment Policies and Strategies . . . . . . . . . . .

Other Investment Techniques and Strategies . . . . . . .

Other Investment Restrictions. . . . . . . . . . . . . .

How the Fund is Managed . . . . . . . . . . . . . . . . .

Organization and History . . . . . . . . . . . . . . . .

Directors and Officers of the Corporation. . . . . . . .

The Manager and Its Affiliates . . . . . . . . . . . . .

Brokerage Policies of the Fund . . . . . . . . . . . . . .

Performance of the Fund. . . . . . . . . . . . . . . . . .

Distribution and Service Plans . . . . . . . . . . . . . .

About Your Account
How To Buy Shares. . . . . . . . . . . . . . . . . . . . .

How To Sell Shares . . . . . . . . . . . . . . . . . . . .

How To Exchange Shares . . . . . . . . . . . . . . . . . .

Dividends, Capital Gains and Taxes . . . . . . . . . . . .

Additional Information About the Fund. . . . . . . . . . .

Financial Information About the Fund
Independent Auditors' Report . . . . . . . . . . . . . . .

Financial Statements . . . . . . . . . . . . . . . . . . .

Appendix A: Description of Ratings . . . . . . . . . . . .
A-1
Appendix B: Corporate Industry Classifications . . . . . .
B-1
</TABLE>
<PAGE>
ABOUT THE FUND

Investment Objective and Policies

Investment Policies and Strategies. The investment objective
and policies of the Fund are described in the Prospectus. Set
forth below is supplemental information about those policies and
the types of securities in which the Fund invests, as well as the
strategies the Fund may use to try to achieve its objective.
Capitalized terms used in this Statement of Additional Information
have the same meaning as those terms have in the Prospectus.

Foreign Securities. "Foreign securities" include equity and
debt securities of companies organized under the laws of countries
other than the United States and debt securities of foreign
governments that are traded on foreign securities exchanges or in
the foreign over-the-counter markets. Securities of foreign
issuers that are represented by American Depository Receipts or
that are listed on a U.S. securities exchange or traded in the U.S.
over-the-counter markets are not considered "foreign securities"
for the purpose of the Fund's investment allocations, because they
are not subject to many of the special considerations and risks,
discussed below, that apply to foreign securities traded and held
abroad.

Investing in foreign securities offer potential benefits not
available from investing solely in securities of domestic issuers,
including the opportunity to invest in foreign issuers that appear
to offer growth potential, or in foreign countries with economic
policies or business cycles different from those of the U.S., or to
reduce fluctuations in portfolio value by taking advantage of
foreign stock markets that do not move in a manner parallel to U.S.
markets. If the Fund's portfolio securities are held abroad, the
countries in which they may be held and the sub-custodians or
depositories holding them must be approved by the Corporation's
Board of Directors to the extent that approval required under
applicable rules of the Securities and Exchange Commission.

Risks of Foreign Investing. Investments in foreign
securities present special additional risks and considerations not
typically associated with investments in domestic securities:
reduction of income by foreign taxes; fluctuation in value of
foreign portfolio investments due to changes in currency rates and
control regulations (e.g., currency blockage); transaction charges
for currency exchange; lack of public information about foreign
issuers; lack of uniform accounting, auditing and financial
reporting standards comparable to those applicable to domestic
issuers; less volume on foreign exchanges than on U.S. exchanges;
greater volatility and less liquidity on foreign markets than in
the U.S.; less regulation of foreign issuers, stock exchanges and
brokers than in the U.S.; greater difficulties in commencing
lawsuits; higher brokerage commission rates than in the U.S.;
increased risks of delays in settlement of portfolio transactions
or loss of certificates for portfolio securities; possibilities in
some countries of expropriation, confiscatory taxation, political,
financial or social instability or adverse diplomatic developments;
and unfavorable differences between the U.S. economy and foreign
economies. In the past, U.S. Government policies have discouraged
certain investments abroad by U.S. investors, through taxation or
other restrictions, and it is possible that such restrictions could
be re-imposed.

U.S. Government Securities. Obligations of U.S. Government
agencies or instrumentalities (including mortgage-backed
securities) may or may not be guaranteed or supported by the "full
faith and credit" of the United States. Some are backed by the
right of the issuer to borrow from the U.S. Treasury; others, by
discretionary authority of the U.S. Government to purchase the
agencies' obligations; while others are supported only by the
credit of the instrumentality. All U.S. Treasury obligations are
backed by the full faith and credit of the United States. If the
securities are not backed by the full faith and credit of the
United States, the owner of the securities must look principally to
the agency issuing the obligation for repayment and may not be able
to assert a claim against the United States in the event that the
agency or instrumentality does not meet its commitment. The Fund
will invest in U.S. Government Securities of such agencies and
instrumentalities only when the Manager is satisfied that the
credit risk with respect to such instrumentality is minimal.

Convertible Securities. While convertible securities are a
form of debt security in many cases, their conversion feature
(allowing conversion into equity securities) causes them to be
regarded more as "equity equivalents." As a result, the rating
assigned to the security has less impact on the Manager's
investment decision with respect to convertible securities than in
the case of non-convertible fixed income securities. To determine
whether convertible securities should be regarded as "equity
equivalents," the Manager examines the following factors: (1)
whether, at the option of the investor, the convertible security
can be exchanged for a fixed number of shares of common stock of
the issuer, (2) whether the issuer of the convertible securities
has restated its earnings per share of common stock on a fully
diluted basis (considering the effect of conversion of the
convertible securities), and (3) the extent to which the
convertible security may be a defensive "equity substitute,"
providing the ability to participate in any appreciation in the
price of the issuer's common stock.

Rights and Warrants. Warrants basically are options to
purchase equity securities at specific prices valid for a specific
period of time. Their prices do not necessarily move parallel to
the prices of the underlying securities. Rights are similar to
warrants, but normally have a short duration and are distributed
directly by the issuer to its shareholders. Rights and warrants
have no voting rights, receive no dividends and have no rights with
respect to the assets of the issuer.

Investing in Small, Unseasoned Companies. The securities of
small, unseasoned companies may have a limited trading market,
which may adversely affect the Fund's ability to dispose of them
and can reduce the price the Fund might be able to obtain for them.
If other investment companies and investors that invest in this
type of securities trade the same securities when the Fund attempts
to dispose of its holdings, the Fund may receive lower prices than
might otherwise be obtained, because of the thinner market for such
securities.

Other Investment Techniques and Strategies

When-Issued and Delayed Delivery Transactions. As stated in
the Prospectus, the Fund may invest in securities on a "when-
issued" or "delayed delivery" basis. Payment for and delivery of
the securities generally settles within 45 days of the date the
offer is accepted. The purchase price and yield are fixed at the
time the buyer enters into the commitment. During the period
between purchase and settlement, no payment is made by the Fund to
the issuer and no interest accrues to the Fund from the investment.
However, the Fund intends to be as fully invested as possible and
will not invest in when-issued securities if its income or net
asset value will be materially adversely affected. At the time the
Fund makes the commitment to purchase a security on a when-issued
basis, it will record the transaction on its books and reflect the
value of the security in determining its net asset value. It will
also segregate cash or other high quality liquid securities equal
in value to the commitment for the when-issued securities. While
when-issued securities may be sold prior to settlement date, the
Fund intends to acquire the securities upon settlement unless a
prior sale appears desirable for investment reasons. There is a
risk that the yield available in the market when delivery occurs
may be higher than the yield on the security acquired.

Repurchase Agreements. The Fund may acquire securities
subject to repurchase agreements for liquidity purposes to meet
anticipated redemptions, or pending the investment of the proceeds
from sales of Fund shares, or pending the settlement of purchases
of portfolio securities.

In a repurchase transaction, the Fund acquires a security
from, and simultaneously resells it to, an approved vendor. An
"approved vendor" is a U.S. commercial bank or the U.S. branch of
a foreign bank or a broker-dealer that has been designated a
primary dealer in government securities, that must meet credit
requirements set by the Corporation's Board of Directors from time
to time. The resale price exceeds the purchase price by an amount
that reflects an agreed-upon interest rate effective for the period
during which the repurchase agreement is in effect. The majority
of these transactions run from day to day, and delivery pursuant to
the resale typically will occur within one to five days of the
purchase. Repurchase agreements are considered "loans" under the
Investment Company Act, collateralized by the underlying security.
The Fund's repurchase agreements require that at all times while
the repurchase agreement is in effect, the value of the collateral
must equal or exceed the repurchase price to fully collateralize
the repayment obligation. Additionally, the Manager will impose
creditworthiness requirements to confirm that the vendor is
financially sound and will continuously monitor the collateral's
value.

Short Sales Against-the-Box. In this type of short sale,
while the short position is open, the Fund must own an equal amount
of the securities sold short, or by virtue of ownership of other
securities have the right, without payment of further
consideration, to obtain an equal amount of the securities sold
short. Short sales against-the-box may be made to defer, for
Federal income tax purposes, recognition of gain or loss on the
sale of securities "in the box" until the short position is closed
out. They may also be used to protect a gain on a security "in the
box" when the Fund does not want to sell it and recognize a capital
gain.

Illiquid and Restricted Securities. To enable the Fund to
sell restricted securities not registered under the Securities Act
of 1933, the Fund may have to cause those securities to be
registered. The expenses of registration of restricted securities
may be negotiated by the Fund with the issuer at the time such
securities are purchased by the Fund, if such registration is
required before such securities may be sold publicly. When
registration must be arranged because the Fund wishes to sell the
security, a considerable period may elapse between the time the
decision is made to sell the securities and the time the Fund would
be permitted to sell them. The Fund would bear the risks of any
downward price fluctuation during that period. The Fund may also
acquire, through private placements, securities having contractual
restrictions on their resale, which might limit the Fund's ability
to dispose of such securities and might lower the amount realizable
upon the sale of such securities.

The Fund has percentage limitations that apply to purchases of
restricted securities, as stated in the Prospectus. Those
percentage restrictions do not limit purchases of restricted
securities that are eligible for sale to qualified institutional
purchasers pursuant to Rule 144A under the Securities Act of 1933,
provided that those securities have been determined to be liquid by
the Board of Directors of the Corporation or by the Manager under
Board-approved guidelines. Those guidelines take into account the
trading activity for such securities and the availability of
reliable pricing information, among other factors. If there is a
lack of trading interest in a particular Rule 144A security, the
Fund's holding of that security may be deemed to be illiquid.

Loans of Portfolio Securities. The Fund may lend its
portfolio securities subject to the restrictions stated in the
Prospectus. Under applicable regulatory requirements (which are
subject to change), the loan collateral on each business day must
at least equal the value of the loaned securities and must consist
of cash, bank letters of credit or securities of the U.S.
Government (or its agencies or instrumentalities). To be
acceptable as collateral, letters of credit must obligate a bank to
pay amounts demanded by the Fund if the demand meets the terms of
the letter. Such terms and the issuing bank must be satisfactory
to the Fund. When it lends securities, the Fund receives amounts
equal to the dividends or interest on loaned securities and also
receives one or more of (a) negotiated loan fees, (b) interest on
securities used as collateral, and (c) interest on short-term debt
securities purchased with such loan collateral. Either type of
interest may be shared with the borrower. The Fund may also pay
reasonable finder's, custodian and administrative fees. The terms
of the Fund's loans must meet applicable tests under the Internal
Revenue Code and must permit the Fund to reacquire loaned
securities on five days' notice or in time to vote on any important
matter.

Hedging. When hedging to attempt to protect against
declines in the market value of the Fund's portfolio, to permit the
Fund to retain unrealized gains in the value of portfolio
securities which have appreciated, or to facilitate selling
securities for investment reasons, the Fund may: (i) sell Futures,
(ii) buy puts on such Futures or securities, or (iii) write covered
calls on securities or Futures. When hedging to permit the Fund to
establish a position in the securities market as a temporary
substitute for purchasing particular securities (which the Fund
will normally purchase, and then terminate that hedging position),
or to attempt to protect against the possibility that portfolio
securities are not fully included in a rise in value of the market
the Fund may: (i) buy Futures, or (ii) buy calls on such Futures
or on securities. Normally, the Fund would then purchase the
securities and terminate the hedging portion.

The Fund's strategy of hedging with Futures and options on
Futures will be incidental to the Fund's activities in the
underlying cash market. In the future, the Fund may employ hedging
instruments and strategies that are not presently contemplated but
which may be developed, to the extent such investment methods are
consistent with the Fund's investment objective, and are legally
permissible and disclosed in the Prospectus. Additional
information about the Hedging Instruments the Fund may use is
provided below.

Writing Covered Call Options. As described in the
Prospectus, the Fund may write covered calls. When the Fund writes
a call, it receives a premium and agrees to sell the underlying
security to a purchaser of a corresponding call on the same
security during the call period (usually not more than nine months)
at a fixed exercise price (which may differ from the market price
of the underlying security), regardless of market price changes
during the call period. The Fund has retained the risk of loss
should the price of the underlying security decline during the call
period, which may be offset to some extent by the premium.

To terminate its obligation on a call it has written, the Fund
may purchase a corresponding call in a "closing purchase
transaction." A profit or loss will be realized, depending upon
whether the net of the amount of the option transaction costs and
the premium previously received on the call written is more or less
than the price of the call subsequently purchased. A profit may
also be realized if the call expires unexercised, because the Fund
retains the underlying security and the premium received. Any such
profits are considered short-term capital gains for Federal income
tax purposes, and when distributed by the Fund are taxable as
ordinary income. If the Fund could not effect a closing purchase
transaction due to lack of a market, it would have to hold the
callable securities until the call expired or was exercised.

The Fund may also write calls on Futures without owning a
futures contract or a deliverable bond, provided that at the time
the call is written, the Fund covers the call by segregating in
escrow an equivalent dollar amount of liquid assets. The Fund will
segregate additional liquid assets if the value of the escrowed
assets drops below 100% of the current value of the Future. In no
circumstances would an exercise notice require the Fund to deliver
a futures contract; it would simply put the Fund in a short futures
position, which is permitted by the Fund's hedging policies.

Writing Put Options. A put option on securities gives the
purchaser the right to sell, and the writer the obligation to buy,
the underlying investment at the exercise price during the option
period. The Fund will not write puts if, as a result, more than
25% of the Fund's net assets would be required to be segregated to
cover such put options. Writing a put covered by segregated liquid
assets equal to the exercise price of the put has the same economic
effect to the Fund as writing a covered call. The premium the Fund
receives from writing a put option represents a profit, as long as
the price of the underlying investment remains equal to or above
the exercise price. However, the Fund has also assumed the
obligation during the option period to buy the underlying
investment from the buyer of the put at the exercise price, even
though the value of the investment may fall below the exercise
price less transaction costs incurred. If the put expires
unexercised, the Fund (as the writer of the put) realizes a gain in
the amount of the premium less the transaction costs incurred. If
the put is exercised, the Fund must fulfill its obligation to
purchase the underlying investment at the exercise price, which
will usually exceed the market value of the investment at that
time. In that case, the Fund may incur a loss, equal to the sum of
the sale price of the underlying investment and the premium
received minus the sum of the exercise price and any transaction
costs incurred.

When writing put options on securities, to secure its
obligation to pay for the underlying security, the Fund will
deposit in escrow liquid assets with a value equal to or greater
than the exercise price of the underlying securities. The Fund
therefore foregoes the opportunity of investing the segregated
assets or writing calls against those assets. As long as the
obligation of the Fund as the put writer continues, it may be
assigned an exercise notice by the broker-dealer through whom such
option was sold, requiring the Fund to take delivery of the
underlying security against payment of the exercise price. The
Fund has no control over when it may be required to purchase the
underlying security, since it may be assigned an exercise notice at
any time prior to the termination of its obligation as the writer
of the put. This obligation terminates upon expiration of the put,
or such earlier time at which the Fund effects a closing purchase
transaction by purchasing a put of the same series as that
previously sold. Once the Fund has been assigned an exercise
notice, it is thereafter not allowed to effect a closing purchase
transaction.

The Fund may effect a closing purchase transaction to realize
a profit on an outstanding put option it has written or to prevent
an underlying security from being put. Furthermore, effecting such
a closing purchase transaction will permit the Fund to write
another put option to the extent that the exercise price thereof is
secured by the deposited assets, or to utilize the proceeds from
the sale of such assets for other investments by the Fund. The
Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the
premium received from writing the option. As described above for
writing covered calls, any and all such profits described herein
from writing puts are considered short-term capital gains for
Federal tax purposes, and when distributed by the Fund, are taxable
as ordinary income.

Purchasing Calls and Puts. The Fund may purchase calls to
protect against the possibility that the Fund's portfolio will not
participate in an anticipated rise in the securities market. When
the Fund purchases a call (other than in a closing purchase
transaction), it pays a premium and has the right to buy the
underlying investment from a seller of a corresponding call on the
same investment during the call period at a fixed exercise price.
The Fund benefits only if the call is sold at a profit or if,
during the call period, the market price of the underlying
investment is above the sum of the call price plus the transaction
costs and the premium paid for the call and the call is exercised.
If the call is not exercised or sold (whether or not at a profit),
it will become worthless at its expiration date and the Fund will
lose its premium payment and the right to purchase the underlying
investment. When the Fund purchases a put, it pays a premium and,
except as to puts on indices, has the right to sell the underlying
investment to a seller of a put on a corresponding investment
during the put period at a fixed exercise price. Buying a put on
securities or Futures the Fund owns enables the Fund to attempt to
protect itself during the put period against a decline in the value
of the underlying investment below the exercise price by selling
the underlying investment at the exercise price to a seller of a
corresponding put. If the market price of the underlying
investment is equal to or above the exercise price and, as a
result, the put is not exercised or resold, the put will become
worthless at its expiration date and the Fund will lose its premium
payment and the right to sell the underlying investment; the put
may, however, be sold prior to expiration (whether or not at a
profit).

When the Fund purchases a call or put on an index or Future
(discussed below), it pays a premium, but settlement is in cash
rather than by delivery of the underlying investment to the Fund.
Gain or loss depends on changes in the index in question (and thus
on price movements in the securities market generally) rather than
on price movements in individual securities or futures contracts.

Options on Foreign Currencies. The Fund intends to write
and purchase calls and puts on foreign currencies. The Fund may
purchase and write puts and calls on foreign currencies that are
traded on a securities or commodities exchange or over-the-counter
markets or are quoted by major recognized dealers in such options.
It does so to protect against declines in the dollar value of
foreign securities and against increases in the dollar cost of
foreign securities to be acquired. If the Manager anticipates a
rise in the dollar value of a foreign currency in which securities
to be acquired are denominated, the increased cost of such
securities may be partially offset by purchasing calls or writing
puts on that foreign currency. If a decline in the dollar value of
a foreign currency is anticipated, the decline in value of
portfolio securities denominated in that currency may be partially
offset by writing calls or purchasing puts on that foreign
currency. However, in the event of currency rate fluctuations
adverse to the Fund's position, it would lose the premium it paid
and transaction costs.

A call written on a foreign currency by the Fund is covered if
the Fund owns the underlying foreign currency covered by the call
or has an absolute and immediate right to acquire that foreign
currency without additional cash consideration (or for additional
cash consideration held in a segregated account by its Custodian)
upon conversion or exchange of other foreign currency held in its
portfolio. A call may be written by the Fund on a foreign currency
to provide a hedge against a decline in the U.S. dollar value of a
security which the Fund owns or has the right to acquire and which
is denominated in the currency underlying the option due to an
expected adverse change in the exchange rate. This is a cross-
hedging strategy. In such circumstances, the Fund covers the
option by maintaining in a segregated account with the Fund's
Custodian, cash or U.S. government securities or other liquid, high
grade debt securities in an amount equal to the exercise price of
the option.

Futures. No payment is paid or received by the Fund on the
purchase or sale of a Future. Upon entering into a Futures
transaction, the Fund will be required to deposit an initial margin
payment with the futures commission merchant (the "futures
broker"). The initial margin payment will be deposited with the
Fund's Custodian in an account registered in the futures broker's
name; however, the futures broker can gain access to that account
only under specified conditions. As the Future is marked to market
to reflect changes in its market value, subsequent margin payments,
called variation margin, will be paid to or by the futures broker
on a daily basis. At any time prior to expiration of the Future,
if the Fund elects to close out its position by taking an opposite
position, a final determination of variation margin is made, and
additional cash is required to be paid by or released to the Fund.
Any loss or gain is then realized. All futures transactions are
effected through a clearinghouse associated with the exchange on
which the contracts are traded.

Forward Contracts. A Forward Contract involves bilateral
obligations of one party to purchase, and another party to sell, a
specific currency at a future date (which may be any fixed number
of days from the date of the contract agreed upon by the parties),
at a price set at the time the contract is entered into. These
contracts are traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their
customers.

The Fund may use Forward Contracts to protect against
uncertainty in the level of future exchange rates. The use of
Forward Contracts does not eliminate fluctuations in the prices of
the underlying securities the Fund owns or intends to acquire, but
it does fix a rate of exchange in advance. In addition, although
Forward Contracts limit the risk of loss due to a decline in the
value of the hedged currencies, at the same time they limit any
potential gain that might result should the value of the
currencies increase.

The Fund may enter into Forward Contracts with respect to
specific transactions. For example, when the Fund enters into a
contract for the purchase or sale of a security denominated in a
foreign currency, or when the Fund anticipates receipt of dividend
payments in a foreign currency, the Fund may desire to "lock-in"
the U.S. dollar price of the security or the U.S. dollar equivalent
of such payment. To do so, the Fund enters into a Forward
Contract, for a fixed amount of U.S. dollars per unit of foreign
currency, for the purchase or sale of the amount of foreign
currency involved in the underlying transaction ("transaction
hedge"). The Fund will thereby be able to protect itself against
a possible loss resulting from an adverse change in the
relationship between the currency exchange rates during the period
between the date on which the security is purchased or sold, or on
which the payment is declared, and the date on which such payments
are made or received.

The Fund may also use Forward Contracts to lock in the U.S.
dollar value of portfolio positions ("position hedge"). In a
position hedge, for example, when the Fund believes that foreign
currency may suffer a substantial decline against the U.S. dollar,
it may enter into a forward sale contract to sell an amount of that
foreign currency approximating the value of some or all of the
Fund's portfolio securities denominated in such foreign currency.
When the Fund believes that the U.S. dollar may suffer a
substantial decline against a foreign currency, it may enter into
a forward purchase contract to buy that foreign currency for a
fixed dollar amount. In either situation the Fund may, in the
alternative, enter into a forward contract to sell a different
foreign currency for a fixed U.S. dollar amount where the Fund
believes that the U.S. dollar value of the currency to be sold
pursuant to the forward contract will fall whenever there is a
decline in the U.S. dollar value of the currency in which portfolio
securities of the Fund are denominated ("cross hedge").

The Fund will not enter into such Forward Contracts or
maintain a net exposure to such contracts where the consummation of
the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency or another
currency that is also the subject of the hedge. The Fund, however,
in order to avoid excess transactions and transaction costs, may
maintain a net exposure to Forward Contracts in excess of the value
of the Fund's portfolio securities or other assets denominated in
these currencies provided the excess amount is "covered" by liquid,
high-grade debt securities, denominated in any currency, at least
equal at all times to the amount of such excess. As an
alternative, the Fund may purchase a call option permitting the
Fund to purchase the amount of foreign currency being hedged by a
forward sale contract at a price no higher than the forward
contract price or the Fund may purchase a put option permitting the
Fund to sell the amount of foreign currency subject to a forward
purchase contract at a price as high or higher than the forward
contract price. Unanticipated changes in currency prices may
result in poorer overall performance for the Fund than if it had
not entered into such contracts.

The precise matching of the Forward Contract amounts and the
value of the securities involved will not generally be possible
because the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of
these securities between the date the Forward Contract is entered
into and the date it is sold. Accordingly, it may be necessary for
the Fund to purchase additional foreign currency on the spot
(i.e., cash) market (and bear the expense of such purchase), if the
market value of the security is less than the amount of foreign
currency the Fund is obligated to deliver and if a decision is made
to sell the security and make delivery of the foreign currency.
Conversely, it may be necessary to sell on the spot market some of
the foreign currency received upon the sale of the portfolio
security if its market value exceeds the amount of foreign currency
the Fund is obligated to deliver. The projection of short-term
currency market movements is extremely difficult, and the
successful execution of a short-term hedging strategy is highly
uncertain. Forward Contracts involve the risk that anticipated
currency movements will not be accurately predicted, causing the
Fund to sustain losses on these contracts and transactions costs.

At or before the maturity of a Forward Contract requiring the
Fund to sell a currency, the Fund may either sell a portfolio
security and use the sale proceeds to make delivery of the currency
or retain the security and offset its contractual obligation to
deliver the currency by purchasing a second contract pursuant to
which the Fund will obtain, on the same maturity date, the same
amount of the currency that it is obligated to deliver. Similarly,
the Fund may close out a Forward Contract requiring it to purchase
a specified currency by entering into a second contract entitling
it to sell the same amount of the same currency on the maturity
date of the first contract. The Fund would realize a gain or loss
as a result of entering into such an offsetting Forward Contract
under either circumstance to the extent the exchange rate or rates
between the currencies involved moved between the execution dates
of the first contract and offsetting contract.

The cost to the Fund of engaging in Forward Contracts varies
with factors such as the currencies involved, the length of the
contract period and the market conditions then prevailing. Because
Forward Contracts are usually entered into on a principal basis, no
fees or commissions are involved. Because such contracts are not
traded on an exchange, the Fund must evaluate the credit and
performance risk of each particular counterparty under a Forward
Contract.

Although the Fund values its assets daily in terms of U.S.
dollars, it does not intend to convert its holdings of foreign
currencies into U.S. dollars on a daily basis. The Fund may
convert foreign currency from time to time, and investors should be
aware of the costs of currency conversion. Foreign exchange
dealers do not charge a fee for conversion, but they do seek to
realize a profit based on the difference between the prices at
which they buy and sell various currencies. Thus, a dealer may
offer to sell a foreign currency to the Fund at one rate, while
offering a lesser rate of exchange should the Fund desire to resell
that currency to the dealer.

Interest Rate Swap Transactions. Swap agreements entail
both interest rate risk and credit risk. There is a risk that,
based on movements of interest rates in the future, the payments
made by the Fund under a swap agreement will have been greater than
those received by it. Credit risk arises from the possibility that
the counterparty will default. If the counterparty to an interest
rate swap defaults, the Fund's loss will consist of the net amount
of contractual interest payments that the Fund has not yet
received. The Manager will monitor the creditworthiness of
counterparties to the Fund's interest rate swap transactions on an
ongoing basis. The Fund will enter into swap transactions with
appropriate counterparties pursuant to master netting agreements.

A master netting agreement provides that all swaps done
between the Fund and that counterparty under the master agreement
shall be regarded as parts of an integral agreement. If on any
date amounts are payable in the same currency in respect of one or
more swap transactions, the net amount payable on that date in that
currency shall be paid. In addition, the master netting agreement
may provide that if one party defaults generally or on one swap,
the counterparty may terminate the swaps with that party. Under
such agreements, if there is a default resulting in a loss to one
party, the measure of that party's damages is calculated by
reference to the average cost of a replacement swap with respect to
each swap (i.e., the mark-to-market value at the time of the
termination of each swap). The gains and losses on all swaps are
then netted, and the result is the counterparty's gain or loss on
termination. The termination of all swaps and the netting of gains
and losses on termination is generally referred to as
"aggregation." The Fund will not invest more than 25% of its
assets in interest rate swap transactions.

Additional Information About Hedging Instruments and Their
Use. The Corporation's Custodian, or a securities depository
acting for the Custodian, will act as the Fund's escrow agent,
through the facilities of the Options Clearing Corporation ("OCC"),
as to the securities on which the Fund has written options or as to
other acceptable escrow securities, so that no margin will be
required for such transactions. OCC will release the securities on
the expiration of the option or upon the Fund's entering into a
closing transaction. An option position may be closed out only on
a market which provides secondary trading for options of the same
series, and there is no assurance that a liquid secondary market
will exist for any particular option.

When the Fund writes an over-the-counter ("OTC") option, it
will enter into an arrangement with a primary U.S. Government
securities dealer, which would establish a formula price at which
the Fund would have the absolute right to repurchase that OTC
option. This formula price would generally be based on a multiple
of the premium received for the option, plus the amount by which
the option is exercisable below the market price of the underlying
security ("in-the-money"). For any OTC option the Fund writes, it
will treat as illiquid (for purposes of the restriction on illiquid
securities, stated in the Prospectus) the mark-to-market value of
any OTC option held by it. The SEC is evaluating the general issue
of whether or not OTC options should be considered as liquid
securities, and the procedure described above could be affected by
the outcome of that evaluation.

An option position may be closed out only on a market which
provides secondary trading for options of the same series, and
there is no assurance that a liquid secondary market will exist for
any particular option. The Fund's option activities may affect its
turnover rate and brokerage commissions. The exercise of calls
written by the Fund may cause the Fund to sell related portfolio
securities, thus increasing its turnover rate in a manner beyond
the Fund's control. The exercise by the Fund of puts on securities
or Futures may cause the sale of related investments, also
increasing portfolio turnover. Although such exercise is within
the Fund's control, holding a put might cause the Fund to sell the
underlying investment for reasons which would not exist in the
absence of the put. The Fund will pay a brokerage commission each
time it buys or sells a call, a put or an underlying investment in
connection with the exercise of a put or call. Such commissions
may be higher, on a relative basis, than those which would apply to
direct purchases or sales of the underlying investments. Premiums
paid for options are small in relation to the market value of such
investments and consequently, put and call options offer large
amounts of leverage. The leverage offered by trading in options
could result in the Fund's net asset value being more sensitive to
changes in the value of the underlying investment.

Regulatory Aspects of Hedging Instruments. The Fund is
required to operate within certain guidelines and restrictions with
respect to the use of Futures as established by the Commodities
Futures Trading Commission ("CFTC"). In particular, the Fund is
excluded from registration as a "commodity pool operator" if it
complies with the requirements of Rule 4.5 adopted by the CFTC.
The Rule does not limit the percentage of the Fund's assets that
may be used for Futures margin and related options premiums for a
bona fide hedging position. However, under the Rule, the Fund must
limit its aggregate initial futures margin and related options
premiums to no more than 5% of the Fund's net assets for hedging
strategies that are not considered bona fide hedging strategies
under the Rule. Under the Rule, the Fund must also, as to its
short positions, use Futures and options thereon solely for bona
fine hedging purposes within the meaning and interest of the
applicable provisions of the CEA.

Transactions in options by the Fund are subject to limitations
established by option exchanges governing the maximum number of
options that may be written or held by a single investor or group
of investors acting in concert, regardless of whether the options
were written or purchased on the same or different exchanges or are
held in one or more accounts or through one or more different
exchanges or through one or more brokers. Thus the number of
options which the Fund may write or hold may be affected by options
written or held by other entities, including other investment
companies having the same adviser as the Fund (or an adviser that
is an affiliate of the Fund's adviser). The exchanges also impose
position limits on Futures transactions. An exchange may order the
liquidation of positions found to be in violation of those limits
and may impose certain other sanctions.

Due to requirements under the Investment Company Act, when the
Fund buys or sells a Future, the Fund will identify to the
Custodian cash or readily-marketable, short-term (maturing in one
year or less) debt instruments in an amount equal to the market
value of the securities underlying such Future, less the margin
deposit applicable to it.

Tax Aspects of Covered Calls and Hedging Instruments. The
Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code (although it reserves the right not to
qualify). That qualification enables the Fund to "pass through"
its income and realized capital gains to shareholders without
having to pay tax on them. This avoids a "double tax" on that
income and capital gains, since shareholders normally will be taxed
on the dividends and capital gains they receive from the Fund
(unless the Fund's shares are held in a retirement account or the
shareholder is otherwise exempt from tax). One of the tests for
the Fund's qualification as a regulated investment company is that
less than 30% of its gross income must be derived from gains
realized on the sale of securities held for less than three months.
To comply with this 30% cap, the Fund will limit the extent to
which it engages in the following activities, but will not be
precluded from them: (i) selling investments, including Futures,
held for less than three months, whether or not they were purchased
on the exercise of a call held by the Fund; (ii) purchasing options
which expire in less than three months; (iii) effecting closing
transactions with respect to calls or puts written or purchased
less than three months previously; (iv) exercising puts or calls
held by the Fund for less than three months; or (v) writing calls
on investments held less than three months.

Certain foreign currency exchange contracts ("Forward
Contracts") in which the Fund may invest are treated as "section
1256 contracts." Gains or losses relating to section 1256
contracts generally are characterized under the Internal Revenue
Code as 60% long-term and 40% short-term capital gains or losses.
However, foreign currency gains or losses arising from certain
section 1256 contracts (including Forward Contracts) generally are
treated as ordinary income or loss. In addition, section 1256
contracts held by the Fund at the end of each taxable year are
"marked-to-market" with the result that unrealized gains or losses
are treated as though they were realized. These contracts also may
be marked-to-market for purposes of the excise tax applicable to
investment company distributions and for other purposes under rules
prescribed pursuant to the Internal Revenue Code. An election can
be made by the Fund to exempt these transactions from this marked-
to-market treatment.

Certain Forward Contracts entered into by the Fund may result
in "straddles" for Federal income tax purposes. The straddle rules
may affect the character of gains (or losses) realized by the Fund
on straddle positions. Generally, a loss sustained on the
disposition of a position making up a straddle is allowed only to
the extent such loss exceeds any unrecognized gain in the
offsetting positions making up the straddle. Disallowed loss is
generally allowed at the point where there is no unrecognized gain
in the offsetting positions making up the straddle, or the
offsetting position is disposed of.

Under the Internal Revenue Code, gains or losses attributable
to fluctuations in exchange rates that occur between the time the
Fund accrues interest or other receivables or accrues expenses or
other liabilities denominated in a foreign currency and the time
the Fund actually collects such receivables or pays such
liabilities generally are treated as ordinary income or ordinary
loss. Similarly, on disposition of debt securities denominated in
a foreign currency and on disposition of foreign currency forward
contracts, gains or losses attributable to fluctuations in the
value of a foreign currency between the date of acquisition of the
security or contract and the date of disposition also are treated
as ordinary gain or loss. Currency gains and losses are offset
against market gains and losses on each trade before determining a
net "Section 988" gain or loss under the Internal Revenue Code for
that trade, which may increase or decrease the amount of the Fund's
investment company income available for distribution to its
shareholders.

Risks of Hedging With Options and Futures. An option
position may be closed out only on a market that provides secondary
trading for options of the same series, and there is no assurance
that a liquid secondary market will exist for any particular
option. In addition to the risks associated with hedging that are
discussed in the Prospectus and above, there is a risk in using
short hedging by: (i) selling Futures or (ii) purchasing puts on
broadly-based indices or Futures to attempt to protect against
declines in the value of the Fund's portfolio securities, that the
prices of such Futures or the applicable index will correlate
imperfectly with the behavior of the cash (i.e., market value)
prices of the Fund's securities. The ordinary spreads between
prices in the cash and futures markets are subject to distortions,
due to differences in the natures of those markets. First, all
participants in the futures market are subject to margin deposit
and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures contracts
through offsetting transactions which could distort the normal
relationship between the cash and futures markets. Second, the
liquidity of the futures market depends on participants entering
into offsetting transactions rather than making or taking delivery.
To the extent participants decide to make or take delivery,
liquidity in the futures market could be reduced, thus producing
distortion. Third, from the point of view of speculators, the
deposit requirements in the futures market are less onerous than
margin requirements in the securities markets. Therefore,
increased participation by speculators in the futures market may
cause temporary price distortions.

The risk of imperfect correlation increases as the composition
of the Fund's portfolio diverges from the securities included in
the applicable index. To compensate for the imperfect correlation
of movements in the price of the portfolio securities being hedged
and movements in the price of the hedging instruments, the Fund may
use hedging instruments in a greater dollar amount than the dollar
amount of portfolio securities being hedged if the historical
volatility of the prices of such portfolio securities being hedged
is more than the historical volatility of the applicable index. It
is also possible that where the Fund has used hedging instruments
in a short hedge, the market may advance and the value of portfolio
securities held in the Fund's portfolio may decline. If this
occurred, the Fund would lose money on the hedging instruments and
also experience a decline in value in its portfolio securities.
However, while this could occur for a very brief period or to a
very small degree, over time the value of a diversified portfolio
of securities will tend to move in the same direction as the
indices upon which the hedging instruments are based.

If the Fund uses hedging instruments to establish a position
in the securities markets as a temporary substitute for the
purchase of individual securities (long hedging) by buying Futures
and/or calls on such Futures, broadly-based indices or on or
securities, it is possible that the market may decline. If the
Fund then concludes not to invest in securities at that time
because of concerns as to possible further market decline or for
other reasons, it will realize a loss on the hedging instruments
that is not offset by a reduction in the price of the securities
purchased. In the future, the Fund may employ hedging instruments
and strategies that are not presently contemplated but which may be
developed, to the extent such investment methods are consistent
with the Fund's investment objective, are legally permissible and
adequately disclosed.

Other Investment Restrictions

The Fund's most significant investment restrictions are set
forth in the Prospectus. There are additional investment
restrictions that the Fund must follow that are also fundamental
policies. Fundamental policies and the Fund's investment objective
cannot be changed without the vote of a "majority" of the Fund's
outstanding voting securities. Under the Investment Company Act,
such a majority vote is defined as the vote of the holders of the
lesser of: (i) 67% or more of the shares present or represented by
proxy at a shareholder meeting, if the holders of more than 50% of
the outstanding shares are present or represented by proxy, or (ii)
more than 50% of the outstanding shares.

Under these additional restrictions:

The Fund cannot invest in interests in oil or gas
exploration or development programs or in commodities; however, the
Fund may buy and sell any of the hedging instruments that it may
use as permitted by any of its other policies, whether or not such
hedging instrument is considered to be a commodity or commodity
contract;

The Fund cannot invest in real estate or in interests in
real estate; however, the Fund may purchase securities of issuers
holding real estate or interests therein (including securities of
real estate investment trusts);

The Fund cannot purchase securities on margin; however, the
Fund may make margin deposits in connection with the use of hedging
instruments as permitted by any of its other policies;

The Fund cannot invest in companies for the purpose of
acquiring control or management thereof;

The Fund cannot underwrite securities of other companies,
except insofar as it might be deemed to be an underwriter for
purposes of the Securities Act in the resale of any securities held
in its own portfolio;

The Fund cannot invest or hold securities of any issuer if
those officers and directors of the Corporation or its adviser
owning individually more than 1/2 of 1% of the securities of such
issuer together own more than 5% of the securities or such issuer;

The Fund cannot invest in other open-end investment
companies, or invest more than 5% of its net assets through open
market purchases in closed-end investment companies, including
small business investment companies, nor make any such investments
at commission rates in excess of normal brokerage commissions; or

The Fund cannot pledge, mortgage or otherwise encumber,
transfer or assign any of its assets to secure a debt; collateral
arrangements for premium and margin payments in connection with
hedging instruments are not deemed to be a pledge of assets.

The Fund has undertaken, in connection with the qualification
for sale of its shares in certain states, (a) with respect to
investment restriction (1) above, not to invest in oil, gas or
other mineral leases, and (b) with respect to investment
restriction (2) above, not to invest in real estate limited
partnerships unless such securities are determined by the Board to
be readily marketable and not to invest more than 10% of its total
assets in the securities of one or more real estate investment
trusts. Should its shares no longer be offered in such states, the
Fund would not be subject to the foregoing undertakings.

For purposes of the Fund's policy not to concentrate its
assets as described in the Prospectus, the Fund has adopted the
industry classifications set forth in Appendix B to this Statement
of Additional Information. This is not a fundamental policy.

How the Fund is Managed

Organization and History. Oppenheimer Main Street Income & Growth
Fund (referred to as the "Fund") is one of two series of
Oppenheimer Main Street Funds, Inc. (the "Corporation"), a Maryland
corporation. This Statement of Additional Information may be used
with the Fund's Prospectus only to offer shares of the Fund.

Each share of the Fund represents an interest in the Fund
proportionately equal to the interest of each other share of the
same class and entitle the holder to one vote per share (and a
fractional vote for a fractional share) on matters submitted to
their vote at a shareholders' meeting. Shareholders of the Fund
and of the Corporation's other series vote together in the
aggregate on certain matters at shareholders' meetings, such as the
election of Directors and ratification of appointment of auditors
of the Corporation. Shareholders of a particular series or class
vote separately on proposals which affect that series or class, and
shareholders of a series or class which is not affected by that
matter are not entitled to vote on the proposal. For example, only
shareholders of a series, such as the Fund, vote exclusively on any
material amendment to the investment advisory agreement with
respect to the series. Only shareholders of a class of a series
vote on certain amendments to the Distribution and/or Service Plans
if the amendments affect that class.

The Directors are authorized to create new series and classes
of shares. The Directors may reclassify unissued shares of the
Corporation or its series or classes into additional series or
classes of shares. The Directors may also divide or combine the
shares of a class into a greater or lesser number of shares without
thereby changing the proportionate beneficial interest of a
shareholder in the Fund. Shares do not have cumulative voting
rights or preemptive or subscription rights. Shares may be voted
in person or by proxy.

It is not contemplated that regular annual shareholder
meetings will be held. The Fund will hold meetings when required
to do so by the Investment Company Act or other applicable law, or
when a shareholder meeting is called by the Directors or upon
proper request of the shareholders. A meeting of shareholders will
be called for a specified purpose (which may include removal of a
Director) upon the written request of the record holders of at
least 25% of the outstanding shares eligible to be voted at that
meeting. The Fund has undertaken that it will then either give the
applicants access to the Fund's shareholder list or mail the
applicants' communication to all other shareholders at the
applicants' expense.

Directors and Officers of the Corporation. The Corporation's
Directors and officers and their principal occupations and business
affiliations during the past five years are listed below. All of
the Directors are also trustees, directors or managing general
partners of Centennial America Fund, L.P., Oppenheimer Limited-Term
Government Fund, Oppenheimer Municipal Fund, Oppenheimer Equity
Income Fund, Oppenheimer Variable Account Funds, Oppenheimer Cash
Reserves, Oppenheimer High Yield Fund, Oppenheimer Strategic Funds
Trust, Oppenheimer Strategic Income & Growth Fund, Oppenheimer
Total Return Fund, Inc., Oppenheimer Champion Income Fund,
Oppenheimer Integrity Funds, The New York Tax-Exempt Income Fund,
Inc., Centennial Government Trust, Centennial Money Market Trust,
Centennial California Tax Exempt Trust, Centennial Tax Exempt
Trust, Centennial New York Tax Exempt Trust, Daily Cash
Accumulation Fund, Inc., and Oppenheimer International Bond Fund
(all of the foregoing funds are collectively referred to as the
"Denver-based Oppenheimer funds") except for Mr. Fossel and Ms.
Macaskill, who are Directors, Trustees or Managing General Partners
of all the Denver-based Oppenheimer funds except Oppenheimer
Integrity Funds and Oppenheimer Strategic Funds Trust. Messrs.
Bishop, Bowen, Donohue, Farrar and Zack hold similar positions as
officers of all such funds. Ms. Macaskill is President and Mr.
Swain is Chairman of the Denver-based Oppenheimer funds. As of
, 1996, the Directors and officers of the Fund as a group
owned of record or beneficially less than 1% of each class of
shares of the Fund. The foregoing statement does not reflect
ownership of shares held of record by an employee benefit plan for
employees of the Manager (for which plan two of the officers listed
below Ms. Macaskill and Mr. Donohue, are trustees) other than the
shares beneficially owned under that plan by the officers of the
Fund listed above.

ROBERT G. AVIS, Director*; Age: 65
One North Jefferson Ave., St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and
A.G. Edwards, Inc. (its parent holding company); Chairman of
A.G.E. Asset Management and A.G. Edwards Trust Company
(itsaffiliated investment adviser and trust company,
respectively).

WILLIAM A. BAKER, Director; Age: 81
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.

CHARLES CONRAD, JR., Director*; Age: 66
1501 Quail Street, Newport Beach, CA 92660
Chairman and CEO of Universal Space Lines, Inc. (a space
services management company); formerly Vice President of
McDonnell Douglas Space Systems Co. and associated with the
National Aeronautics and Space Administration.

JON S. FOSSEL, Director*; Age: 54
Two World Trade Center, New York, New York 10048-0203
Chairman of OppenheimerFunds, Inc. (the"Manager"); a director
of Oppenheimer Acquisition Corp. ("OAC"), the Manager's parent
holding company, Shareholder Services, Inc. ("SSI"); transfer
agent subsidiary of the Manager; formerly President of the
Manager.

SAM FREEDMAN, Director; Age: 56
4975 Lakeshore Drive, Littleton, Colorado 80123
Formerly Chairman and Chief Executive Officer of
OppenheimerFunds Services, Chairman, Chief Executive Officer and
a director of Shareholder Services, Inc., Chairman, Chief
Executive and Officer and director of Shareholder Financial
Services, Inc., Vice President and director of Oppenheimer
Acquisition Corporation and a director of OppenheimerFunds,
Inc.

RAYMOND J. KALINOWSKI, Director; Age: 67
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc. (a computer
products training company); formerly Vice Chairman and a
director of A.G. Edwards, Inc., parent holding company of A.G.
Edwards & Sons, Inc. (a broker-dealer), of which he was a Senior
Vice President.

C. HOWARD KAST, Director; Age: 74
2552 East Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an
accounting firm).

ROBERT M. KIRCHNER, Director; Age: 75
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

BRIDGET A. MACASKILL, President and Director*; Age: 48
President, Chief Executive Officer and a Director of the Manager
and HarbourView Asset Management Corporation ("HarbourView"),
a subsidiary of the Manager; Chairman and a director of SSI and
Shareholder Financial Services, Inc.; President and a director
of OAC and Oppenheimer Partnership Holdings, Inc., a holding
company subsidiary of the Manager; a director of Oppenheimer
Real Asset Management, Inc.; formerly an Executive Vice
President of the Manager.

NED M. STEEL, Director; Age: 81
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; a director of
Visiting Nurse Corporation of Colorado; formerly Senior Vice
President and a Director of Van Gilder Insurance Corp.
(insurance brokers).

JAMES C. SWAIN, Chairman, Chief Executive Officer and
Director*; Age; 62
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman of the Manager; formerly President and a director
of Centennial Asset Management Corporation, an investment
adviser subsidiary of the Manager ("Centennial"), and Chairman
of the Board of SSI.

Robert J. Milnamow, Vice President and Portfolio Manager;
Age: 46
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager; an officer of other Oppenheimer
funds; previously a portfolio manager with Phoenix Securities
Group.

Andrew J. Donohue, Vice President; Age: 46
Two World Trade Center, New York, New York 10048-0203
Executive Vice President and General Counsel of the Manager and
OppenheimerFunds Distributor, Inc. (the "Distributor");
President and a director of Centennial; Executive Vice
President, General Counsel and a director of HarbourView, SFSI,
SSI and Oppenheimer Partnership Holdings Inc.; President and a
director of Real Asset Management , Inc.; General Counsel of
OAC; Executive Vice President, Chief Legal Officer and a
director of MultiSource Services, Inc. (a broker-dealer); an
officer of other Oppenheimer funds; formerly Senior Vice
President and Associate General Counsel of the Manager and the
Distributor, Partner in, Kraft & McManimon (a law firm); an
officer of First Investors Corporation (a broker-dealer) and
First Investors Management Company, Inc. (broker-dealer and
investment adviser), and director and an officer of First
Investors Family of Funds and First Investors Life Insurance
Company.

George C. Bowen, Vice President, Treasurer and Assistant
Secretary; Age: 60
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice
President and Treasurer of the Distributor and HarbourView;
Senior Vice President, Treasurer, Assistant Secretary and a
Director of Centennial; Vice President, Treasurer and Secretary
of SSI and SFSI; Treasurer of OAC; Vice President and Treasurer
of Oppenheimer Real Asset Management, Inc.; Chief Executive
Officer, Treasurer and a director of MultiSource Services, Inc.;
an officer of other Oppenheimer funds.

Robert J. Bishop, Assistant Treasurer; Age: 37
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer
of other Oppenheimer funds; formerly a Fund Controller for the
Manager, prior to which he was an Accountant for Yale &
Seffinger, P.C., an accounting firm, and previously an
Accountant and Commissions Supervisor for Stuart James Company
Inc., a broker-dealer.

Scott Farrar, Assistant Treasurer; Age: 31
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer
of other Oppenheimer funds; formerly a Fund Controller for the
Manager, prior to which he was an International Mutual Fund
Supervisor for Brown Brothers, Harriman Co., a bank, and
previously a Senior Fund Accountant for State Street Bank &
Trust Company.

Robert G. Zack, Assistant Secretary; Age: 48
Two World Trade Center, New York, New York 10048-0203
Senior Vice President and Associate General Counsel of the
Manager; Assistant Secretary of SSI and SFSI; an officer of
other Oppenheimer funds.

[FN]
- --------------
*A Trustee who is an "interested person" of the Fund as defined in
the Investment Company Act.

Remuneration of Directors. The officers of the Fund
are affiliated with the Manager. They and the Directors of the
Fund who are affiliated with the Manager (Ms. Macaskill and Messrs.
Fossel and Swain) receive no salary or fee from the Fund. The
remaining Directors of the Fund (excluding Mr. Freedman, who did
not become a Director until June 27, 1996) received the
compensation shown below from the Fund, during its fiscal year
ended June 30, 1996 and August 31, 1996, and from all of the
Denver-based Oppenheimer funds (including the Fund) for which they
served as Trustee, Director or Managing General Partner.
Compensation is paid for services in the positions listed beneath
their names:

<TABLE>
<CAPTION>
Total Compensation
Aggregate From All
Compensation Denver-based
Name and Position from Fund Oppenheimer funds1
<S> <C> <C>
Robert G. Avis $6,874 $53,000
Director
William A. Baker $9,500 $73,255
Audit and Review
Committee Chairman
and Director
Charles Conrad, Jr. $8,430 $64,309
Audit and Review
Committee Member
and Director
Raymond J. Kalinowski $8,430 $65,000
Risk Management
Oversight Committee Member
and Director
C. Howard Kast $8,430 $65,000
Risk Management
Oversight Committee Member
and Director
Robert M. Kirchner $8,857 $68,292
Audit and Review
Committee Member
and Director
Ned M. Steel $6,874 $53,000
Director
</TABLE>
______________________
1For the 1995 calendar year, during which the Denver-based
Oppenheimer funds, listed in the first paragraph of this section,
included Oppenheimer Strategic Investment Grade Bond Fund and
Oppenheimer Strategic Short-Term Income Fund (which ceased
operations following the acquisition of their assets by other
Oppenheimer funds).

Major Shareholders. As of October 1, 1996, the only person
who owned of record or was known by the Fund to own beneficially 5%
or more of the Fund's outstanding Class A, Class B, Class C and
Class Y shares was

The Manager and Its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled
by Massachusetts Mutual Life Insurance Company. OAC is also owned
in part by certain of the Manager's directors and officers, some of
whom also serve as officers of the Corporation and three of whom
(Ms. Macaskill and Messrs. Fossel and Swain) serve as directors of
the Corporation.

The Manager and the Fund have a Code of Ethics. It is
designed to detect and prevent improper personal trading by certain
employees, including portfolio managers, that would compete with or
take advantage of the Fund's portfolio transactions. Compliance
with the Code of Ethics is carefully monitored and strictly
enforced by the Manager.

The Investment Advisory Agreement. The investment advisory
agreement between the Manager and the Corporation on behalf of the
Fund requires the Manager, at its expense, to provide the Fund with
adequate office space, facilities and equipment and to provide and
supervise the activities of all administrative and clerical
personnel required to provide effective corporate administration
for the Fund, including the compilation and maintenance of records
with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and
registration statements for continuous public sale of shares of the
Fund.

Expenses not expressly assumed by the Manager under the
advisory agreement or by the Distributor under the General
Distributor s Agreement are paid by the Corporation. Expenses with
respect to the Corporation's two series, including the Fund, are
allocated in proportion to the net assets of the respective funds
except where allocations of direct expenses could be made. Certain
expenses are further allocated to certain classes of shares of a
series as explained in the Prospectus and under "How to Buy Shares"
below. The advisory agreement lists examples of expenses paid by
the Corporation, the major categories of which relate to interest,
taxes, brokerage commissions, fees to certain Directors, legal and
audit expenses, transfer agent and custodian expenses, share
issuance costs, certain printing and registration expenses and non-
recurring expenses, including litigation costs. During the Fund's
fiscal years ended June 30, 1994, 1995 and 1996, the management
fees paid by the Corporation on behalf of the Fund to the Manager
were $1,817,623, $8,976,524 and $19,932,096, respectively.

The advisory agreement contains no expense limitation.
However, independently of the advisory agreement, the Manager has
voluntarily undertaken that the total expenses of the Fund in any
fiscal year (including the management fee but excluding taxes,
interest, brokerage commissions, distribution assistance payments
and extraordinary expenses such as litigation costs), shall not
exceed the most stringent expense limitation imposed under the
state law applicable in the Fund. Pursuant to the undertaking, the
Manager's fee will be reduced at the end of a month so that there
will not be any accrued but unpaid liability under this
undertaking. Currently, the most stringent state expense
limitation is imposed by California, and limits the Fund's expenses
(with specified exclusions) to 2.5% of the first $30 million of
average annual net assets, 2.0% of the next $70 million of average
annual net assets, and 1.5% of the average annual net assets in
excess of $100 million. Any assumption of the Fund's expenses
under this limitation lowers the Fund's overall expense ratio and
increases its total return during any period in which expenses are
limited. The Manager reserves the right to terminate or amend the
undertaking at any time.

The advisory agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its
duties or reckless disregard of its obligations and duties under
the advisory agreement, the Manager is not liable for any loss
resulting from a good faith error or omission on its part with
respect to any of its duties thereunder. The advisory agreement
permits the Manager to act as investment adviser for any other
person, firm or corporation, and to use the name "Oppenheimer" in
connection with other investment companies for which it may act as
investment adviser or general distributor. If the Manager shall no
longer act as investment adviser to the Fund, the right of the
Corporation to use the name "Oppenheimer" as part of its name and
the name of the Fund may be withdrawn.

The Distributor. Under its General Distributor's Agreement
with the Corporation, the Distributor acts as the Corporation's
principal underwriter in the continuous public offering of shares
of the Fund's Class A, Class B, Class C and Class Y shares, but is
not obligated to sell a specific number of shares. Expenses
normally attributable to sales, are borne by the Distributor.
During the Fund's fiscal years ended June 30, 1994, 1995 and 1996,
the aggregate amount of sales charges on sales of the Fund's Class
A shares was $23,502,310, $36,545,570 and $34,680,166,
respectively, of which the Distributor and an affiliated broker-
dealer retained $6,373,770, $8,951,501 and $8,833,275 during the
fiscal years ended June 30, 1994, 1995 and 1996, respectively.
During the fiscal year ended June 30, 1996, sales charges advanced
to broker-dealers by the Distributor on sales of the Fund's Class
B and Class C shares totalled $40,733,013 and $2,598,706,
respectively, of which $852,802 and $40,623 was paid to an
affiliated broker-dealer. During the fiscal year ended June 30,
1996, the Distributor received contingent deferred sales charges of
$2,198,614 and $204,629 upon redemption of Class B and Class C
shares, respectively. For additional information about
distribution of the Fund's shares and the payments made by the Fund
to the Distributor in connection with such activities, please refer
to "Distribution and Service Plans," below.

The Transfer Agent. OppenheimerFunds Services, the Fund's
Transfer Agent, is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for
shareholder servicing and administrative functions.

Brokerage Policies of the Fund

Brokerage Provisions of the Investment Advisory Agreement. One
of the duties of the Manager under the advisory agreement is to
arrange the portfolio transactions for the Fund. The advisory
agreement contains provisions relating to the employment of broker-
dealers ("brokers") to effect the Fund's portfolio transactions.
In doing so, the Manager is authorized by the advisory agreement to
employ broker-dealers, including "affiliated" brokers, as that term
is defined in the Investment Company Act, as may, in its best
judgment based on all relevant factors, implement the policy of the
Fund to obtain, at reasonable expense, the "best execution" (prompt
and reliable execution at the most favorable price obtainable) of
such transactions. The Manager need not seek competitive
commission bidding, but is expected to be aware of the current
rates of eligible brokers and to minimize the commissions paid to
the extent consistent with the interests and policies of the Fund
as established by its Board of Directors. Purchases of securities
from underwriters include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers include a
spread between the bid and asked price.

Under the advisory agreement, the Manager is authorized to
select brokers other than affiliates that provide brokerage and/or
research services for the Fund and/or the other accounts over which
the Manager or its affiliates have investment discretion. The
commissions paid to such brokers may be higher than another
qualified broker would have charged if a good faith determination
is made by the Manager that the commission is fair and reasonable
in relation to the services provided. Subject to the foregoing
considerations, the Manager may also consider sales of shares of
the Fund and other investment companies managed by the Manager or
its affiliates as a factor in the selection of brokers for the
Fund's portfolio transactions.

Description of Brokerage Practices Followed by the Manager.
Subject to the provisions of the advisory agreement, and the
procedures and rules described above, allocations of brokerage are
generally made by the Manager's portfolio traders based upon
recommendations from the Manager's portfolio managers. In certain
instances, portfolio managers may directly place trades and
allocate brokerage, also subject to the provisions of the advisory
agreement and the procedures and rules described above. In either
case, brokerage is allocated under the supervision of the Manager's
executive officers. Transactions in securities other than those
for which an exchange is the primary market are generally done with
principals or market makers. In connection with transactions on
foreign exchanges, the Fund may be required to pay fixed brokerage
commissions and thereby forego the benefit of negotiated
commissions available in U.S. markets. Brokerage commissions are
paid primarily for effecting transactions in listed securities or
for certain fixed-income agency transactions in the secondary
market, and are otherwise paid only if it appears likely that a
better price or execution can be obtained. When the Fund engages
in an option transaction, ordinarily the same broker will be used
for the purchase or sale of the option and any transaction in the
securities to which the option relates. When possible, concurrent
orders to purchase or sell the same security by more than one of
the accounts managed by the Manager or its affiliates are combined.
The transactions effected pursuant to such combined orders are
averaged as to price and allocated in accordance with the purchase
or sale orders actually placed for each account. Option commissions
may be relatively higher than those which would apply to direct
purchases and sales of portfolio securities.

Most purchases of money market instruments and debt
obligations are principal transactions at net prices. Instead of
using a broker for those transactions, the Fund normally deals
directly with the selling or purchasing principal or market maker
unless it determines that a better price or execution can be
obtained by using a broker. Purchases of these securities for
underwriters include a commission or concession paid by the issuer
to the underwriter. Purchases from dealers include a spread
between the bid and asked prices. The Fund seeks to obtain prompt
execution of these orders at the most favorable net price.

The research services provided by a particular broker may be
useful only to one or more of the advisory accounts of the Manager
and its affiliates, and investment research received for the
commissions of those other accounts may be useful both to the Fund
and one or more of such other accounts. Such research, which may
be supplied by a third party at the instance of a broker, includes
information and analysis on particular companies and industries as
well as market or economic trends and portfolio strategy, receipt
of market quotations for portfolio evaluations, information
systems, computer hardware and similar products and services. If
a research service also assists the Manager in a non-research
capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to
the Manager in the investment decision-making process may be paid
in commission dollars. The Board of Directors permits the Manager
to use concessions on fixed-price offerings to obtain research, in
the same manner as is permitted for agency transactions. The Board
also permits the Manager to use stated commissions on secondary
fixed-income agency trades to obtain research where the broker has
represented to the Manager that (i) the trade is not from or for
the broker's own inventory, (ii) the trade was executed by the
broker on an agency basis at the stated commission, and (iii) the
trade is not a riskless principal transaction.

The research services provided by brokers broaden the scope
and supplement the research activities of the Manager, by making
available additional views for consideration and comparisons, and
by enabling the Manager to obtain market information for the
valuation of securities held in the Fund's portfolio or being
considered for purchase. The Board, including the independent
Directors of the Fund (those Directors of the Fund who are not
"interested persons" as defined in the Investment Company Act, and
who have no direct or indirect financial interest in the operation
of the advisory agreement or the Distribution described below)
annually reviews information furnished by the Manager as to the
commissions paid to brokers furnishing such services in an effort
to ascertain whether the amount of such commissions was reasonably
related to the value or the benefit of such services.

During the Fund's fiscal years ended June 30, 1994, 1995 and
1996, total brokerage commissions paid by the Fund (not including
spreads or concessions on principal transactions on a net trade
basis) were $6,479,920, $12,685,652 and $9,515,620, respectively.
During the fiscal year ended June 30, 1996, $2,665,414 was paid by
the Fund to brokers as commissions in return for research services;
the aggregate dollar amount of these transactions was $727,610,967.
The transactions giving rise to those commissions were allocated in
accordance with the Manager's internal allocation procedures
described.

Performance of the Fund

Total Return Information. As described in the Prospectus, from
time to time the "average annual total return," "cumulative total
return" and total return at net asset value" of an investment in
a class of shares of the Fund may be advertised. An explanation of
how these total returns are calculated for each class and the
components of those calculations is set forth below.

The Fund's advertisements of its performance data must, under
applicable rules of the Securities and Exchange Commission, include
the average annual total returns for each advertised class of
shares of the Fund for the 1, 5, and 10-year periods (or the life
of the class, if less) ending as of the most recently-ended
calendar quarter prior to the publication of the advertisement.
This enables an investor to compare the Fund's performance to the
performance of other funds for the same periods. However, a number
of factors should be considered before using such information as a
basis for comparison with other investments. An investment in the
Fund is not insured; its returns and share prices are not
guaranteed and normally will fluctuate on a daily basis. When
redeemed, an investor's shares may be worth more or less than their
original cost. Returns for any given past period are not a
prediction or representation by the Fund of future returns. The
returns of each class of shares of the Fund are affected by
portfolio quality, the type of investments the Fund holds and its
operating expenses allocated to the particular class.

Average Annual Total Returns. The "average annual total
return" of each class is an average annual compounded rate of
return for each year in a specified number of years. It is the
rate of return based on the change in value of a hypothetical
initial investment of $1,000 ("P" in the formula below) held for a
number of years ("n") to achieve an Ending Redeemable Value ("ERV")
of that investment, according to the following formula.

1/n
(ERV)
(---) -1 = Average Annual Total Return
( P )

The "average annual total returns" on an investment in Class
A shares of the Fund (using the method described above) for the one
and five year periods ended June 30, 1996 and for the period from
February 3, 1988 (commencement of operations) to June 30, 1996 were
15.23%, 26.52% and 20.86%, respectively. The "average annual total
returns" on an investment in Class A shares of the Fund (using the
method described above) for the one and five year periods ended
August 31, 1996 and for the period from February 3, 1988
(commencement of operations) to August 31, 1996 were ______%,
_______% and _______%, respectively.

The "average annual total return" on Class B shares for the
one-year period ended June 30, 1996 and for the period October 1,
1994 (commencement of the public offering of the class) to June 30,
1996 were 16.34% and 17.88%, respectively. The "average annual
total return" on Class B shares for the one-year period ended
August 31, 1996 and for the period October 1, 1994 (commencement of
the public offering of the class) to August 31, 1996 were
_________% and ___________%, respectively.

The "average annual total return" on Class C shares for the
one-year period ended June 30, 1996 and for the period December 1,
1993 (commencement of the public offering of the class) to June 30,
1996 were 20.35% and 14.89%, respectively. The "average annual
total return" on Class C shares for the one-year period ended
August 31, 1996 and for the period December 1, 1993 (commencement
of the public offering of the class) to August 31, 1996 were
________% and ___________%, respectively.

Cumulative Total Returns. The cumulative "total return"
calculation measures the change in value of a hypothetical
investment of $1,000 over an entire period of years. Its
calculation uses some of the same factors as average annual total
return, but it does not average the rate of return on an annual
basis. Cumulative total return is determined as follows:

ERV - P
------- = Total Return
P

In calculating total returns for Class A shares, the current
maximum sales charge of 5.75% (as a percentage of the offering
price) is deducted from the initial investment ("P") (unless the
return is shown at net asset value, as described below). For Class
B shares, the payment of the applicable contingent deferred sales
charge (5% for the first year, 4% for the second year, 3% for the
third and fourth years, 2% for the fifth year, 1% for the sixth
year, and none thereafter) is applied to the investment result for
the period shown (unless the total return is shown at net asset
value, as described below). For Class C shares, the 1.0%
contingent deferred sales charge is applied to the investment
result for the one-year period (or less). Class Y shares are not
subject to a sales charge. Total returns also assume that all
dividends and capital gains distributions during the period are
reinvested to buy additional shares at net asset value per share,
and that the investment is redeemed at the end of the period.

The "cumulative total return" on Class A shares for the period
from February 3, 1988 (commencement of operations) to June 30, 1996
and August 31, 1996 were 393.03% and ________%, respectively. The
"cumulative total return" on Class B shares for the period from
October 1, 1994 (the commencement of the offering of the class)
through June 30, 1996 and August 31, 1996 were 33.30% and
________%, respectively. The "cumulative total return" on Class C
shares for the period from December 1, 1993 (the commencement of
the offering of the class) through June 30, 1996 and August 31,
1996 were 43.08% and ________%, respectively.

Total Returns at Net Asset Value. From time to time the
Fund may also quote an "average annual total return at net asset
value" or a "cumulative total return at net asset value" for Class
A, Class B, Class C or Class Y shares. Each is based on the
difference in net asset value per share at the beginning and the
end of the period for a hypothetical investment in that class of
shares (without considering front-end or contingent deferred sales
charges) and takes into consideration the reinvestment of dividends
and capital gains distributions. The "cumulative total return at
net asset value" on the Fund's Class A shares for the one year
periods ended June 30, 1996 and August 31, 1996 were 422.06% and
________%, respectively. The "cumulative total return" at net
asset value for the Fund's Class B shares for the one year periods
ended June 30, 1996 and August 31, 1996 were 37.30% and ________%,
respectively. The "cumulative total return" at net asset value for
the Fund's Class C shares for the one year periods ended June 30,
1996 and August 31, 1996 were 43.08% and ________%, respectively.

Total return information may be useful to investors in
reviewing the performance of the Fund s Class A, Class B, Class C
and Class Y shares. However, when comparing total return of an
investment in shares of the Fund, a number of factors should be
considered before using such information as a basis for comparison
with other investments. No adjustment is made for taxes payable on
distributions. An investment in the Fund s shares is not insured;
its total return is not guaranteed and will fluctuate on a daily
basis. Total return for any given past period is not an indication
or representation by the Fund of future rates of return on its
shares. The total return of the Fund s shares is affected by
portfolio quality, portfolio maturity, type of investments held and
operating expenses. When comparing total return of an investment
in shares of the Fund with that of other investment instruments,
investors should understand that certain other investment
alternatives such as money market instruments, certificates of
deposit, U.S. Government securities or bank accounts provide a
return which remains relatively constant over time and also that
bank accounts may be insured. Investors should also understand,
when comparing the Fund s total return with that of other
investment alternatives, that since the Fund is seeking capital
appreciation, its shares are subject to greater market risks than
certain other investments. The current price per share for certain
classes is listed daily in newspaper financial sections.

Other Performance Comparisons. From time to time the Fund may
publish the ranking of its Class A, Class B, Class C or Class Y
shares by Lipper Analytical Services, Inc. ("Lipper"), a widely-
recognized independent mutual fund monitoring service. Lipper
monitors the performance of regulated investment companies,
including the Fund, and ranks their performance for various periods
based on categories relating to investment objectives. The
performance of the Fund is ranked against (i) all other funds, (ii)
all other "income & growth" funds and (iii) all other "income &
growth" funds in a specific size category. The Lipper performance
rankings are based on total returns that include the reinvestment
of capital gain distributions and income dividends but do not take
sales charges or taxes into consideration. The Fund may also
compare its performance from time to time with that of Morgan
Stanley Capital International index, a capitalized weighted index
which is widely utilized as a measure of world wide stock market
performance.

From time to time the Fund may publish the ranking of the
performance of its Class A, Class B, Class C or Class Y shares by
Morningstar, Inc., an independent mutual fund monitoring service
that ranks mutual funds, including the Fund, monthly in broad
investment categories (equity, taxable bond, municipal bond and
hybrid) based on risk-adjusted investment return. Investment
return measures a fund's three, five and ten-year average annual
total returns (when available) in excess of 90-day U.S. Treasury
bill returns after considering sales charges and expenses. Risk
measures fund performance below 90-day U.S. Treasury bill monthly
returns. Risk and investment return are combined to produce star
rankings reflecting performance relative to the average fund in a
fund's category. Five stars is the "highest" ranking (top 10%),
four stars is "above average" (next 22.5%), three stars is
"average" (next 35%), two stars is "below average" (next 22.5%) and
one star is "lowest" (bottom 10%). Morningstar ranks the Fund in
relation to other rated growth and income funds. Rankings are
subject to change.

The total return on an investment in the Fund's Class A, Class
B, Class C or Class Y shares may be compared with performance for
the same period of either the Lipper Growth & Income Fund Index or
the S&P 500 Index, as described in the Prospectus. The performance
of each index includes a factor for the reinvestment of income
dividends, but does not reflect reinvestment of capital gains,
expenses or taxes.

The performance of the Fund's Class A, Class B, Class C or
Class Y shares may also be compared in publications to (i) the
performance of various market indices or to other investments for
which reliable performance data is available, and (ii) to averages,
performance rankings or other benchmarks prepared by recognized
mutual fund statistical services.

Investors may also wish to compare the Fund's returns to the
returns on fixed income investments available from banks and thrift
institutions, such as certificates of deposit, ordinary interest-
paying checking and savings accounts, and other forms of fixed or
variable time deposits, and various other instruments such as
Treasury bills. However, the Fund's returns and share price are not
guaranteed by the FDIC or any other agency and will fluctuate
daily, while bank depository obligations may be insured by the FDIC
and may provide fixed rates of return, and Treasury bills are
guaranteed as to principal and interest by the U.S. government.

From time to time, the Fund's Manager may publish rankings or
ratings of the Manager or Transfer Agent or the investor services
provided by them to shareholders of the Oppenheimer funds, other
than performance rankings of the Oppenheimer funds themselves.
Those ratings or rankings of shareholder/investor services by third
parties may compare the Oppenheimer funds' services to those of
other mutual fund families selected by the rating or ranking
services and may be based upon the opinions of the rating or
ranking service itself, based on its research or judgment, or based
upon surveys of investors, brokers, shareholders or others.

Distribution and Service Plans

The Corporation has adopted a Service Plan for Class A shares
and Distribution and Service Plans for Class B and Class C shares
of the Fund under Rule 12b-1 of the Investment Company Act pursuant
to which the Corporation will reimburse the Distributor for all or
a portion of its costs incurred in connection with the distribution
and/or servicing of the shares of that class, as described in the
Prospectus. Each Plan has been approved by a vote of (i) the Board
of Directors of the Corporation, including a majority of the
Independent Directors, cast in person at a meeting called for the
purpose of voting on that Plan, and (ii) the holders of a
"majority" (as defined in the Investment Company Act) of the shares
of each class. For the Distribution and Service Plan for Class B
and Class C shares, that vote was cast by the Manager as the sole
initial holder of Class B and Class C shares of the Fund,
respectively.

In addition, under the Plans, the Manager and the Distributor,
in their sole discretion, from time to time, may use their own
resources (which, in the case of the Manager, may include profits
from the advisory fee it receives from the Fund), to make payments
to brokers, dealers or other financial institutions (each is
referred to as a "Recipient" under the Plans) for distribution and
administrative services they perform at no cost to the Fund. The
Distributor and the Manager may, in their sole discretion, increase
or decrease the amount of payments they make from their own
resources to Recipients.

Unless terminated as described below, each Plan continues in
effect from year to year but only as long as its continuance is
specifically approved at least annually by the Corporation's Board
of Directors and its "Independent Directors" by a vote cast in
person at a meeting called for the purpose of voting on such
continuance. A Plan may be terminated at any time by the vote of a
majority of the Independent Directors or by the vote of the holders
of a "majority" (as defined in the Investment Company Act) of the
outstanding shares of that class. No Plan may be amended to
increase materially the amount of payments to be made unless such
amendment is approved by shareholders of the class affected by the
amendment. In addition, because Class B shares of the Fund
automatically convert into Class A shares after six years, the Fund
is required to obtain the approval of Class B as well as Class A
shareholders for a proposed material amendment to the Class A Plan
that would materially increase payments under the Plan. Such
approval must be by a "majority" of the Class A and Class B shares
(as defined in the Investment Company Act), voting separately by
class. All material amendments must be approved by the Independent
Directors.

While the Plans are in effect, the Treasurer of the
Corporation shall provide separate written reports to the
Corporation's Board of Directors at least quarterly on the amount
of all payments made pursuant to each Plan, the purpose for which
the payments were made and the identity of each Recipient that
received any such payment. The report for the Class B Plan and
Class C Plan shall also include the distribution costs for that
quarter, and such costs for previous fiscal periods that are
carried forward, as explained in the Prospectus and below. Those
reports, including the allocations on which they are based, will be
subject to the review and approval of the Independent Directors in
the exercise of their fiduciary duty. Each Plan further provides
that while it is in effect, the selection and nomination of those
Directors of the Corporation who are not "interested persons" of
the Corporation is committed to the discretion of the Independent
Directors. This does not prevent the involvement of others in such
selection and nomination if the final decision on any such
selection or nomination is approved by a majority of the
Independent Directors.

Under the Plans, no payment will be made to any Recipient in
any quarter if the aggregate net asset value of all Fund shares
held by the Recipient for itself and its customers did not exceed
a minimum amount, if any, that may be determined from time to time
by a majority of the Corporation's Independent Directors.
Initially, the Board of Directors has set the fees at the maximum
rate and set no minimum amount.

For the fiscal year ended June 30, 1996, payments under the
Class A Plan totaled $6,090,603, all of which was paid by the
Distributor to Recipients, including $248,262 paid to an affiliated
broker-dealer as reimbursement for Class A personal service and
account maintenance services. For the period October 1, 1994
through June 30, 1996, payments under the Class B Plan totalled
$11,543,736, of which the Distributor paid $13,009 to an affiliated
broker-dealer as reimbursement for Class B personal service and
maintenance expenses, and retained $10,854,702 as reimbursement for
Class B sales commissions and service fee advances, as well as
financing costs. For the fiscal year ended June 30, 1996, payments
under the Class C Plan totalled $5,863,969, of which the
Distributor paid $82,364 to an affiliated broker-dealer as
reimbursement for Class C personal service and maintenance
expenses, and retained $2,651,935 as reimbursement for Class C
sales commissions and service fee advances, as well as financing
costs.

The Class B and Class C Plans allows the service fee payment
to be paid by the Distributor to Recipients in advance for the
first year such shares are outstanding, and thereafter on a
quarterly basis, as described in the Prospectus. The advance
payment is based on the net asset value of shares sold. An
exchange of shares does not entitle the Recipient to an advance
service fee payment. In the event shares are redeemed during the
first year such shares are outstanding, the Recipient will be
obligated to repay a pro rata portion of such advance payment to
the Distributor.

Although the Class B and the Class C Plans permit the
Distributor to retain both the asset-based sales charges and the
service fees on such shares, or to pay Recipients the service fee
on a quarterly basis, without payment in advance, the Distributor
presently intends to pay the service fee to Recipients in the
manner described above. A minimum holding period may be
established from time to time under the Class B Plan and the Class
C Plan by the Board. Initially, the Board has set no minimum
holding period. All payments under the Class B and the Class C
Plan are subject to the limitations imposed by the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. on
payments of asset-based sales charges and service fees.

Any unreimbursed expenses incurred with respect to Class A
shares for any fiscal quarter by the Distributor may not be
recovered under the Class A Plan in subsequent fiscal quarters.
Payments received by the Distributor under the Class A Plan will
not be used to pay any interest expense, carrying charges, or other
financial costs, or allocation of overhead by the Distributor. The
Class B Plan and the Class C Plan allow for the carry-forward of
distribution expenses, to be recovered from asset-based sales
charges in subsequent fiscal periods, as described in the
Prospectus. The asset-based sales charges paid to the Distributor
by the Fund under the Class B Plan and the Class C Plan are
intended to allow the Distributor to recoup the cost of sales
commissions paid to authorized brokers and dealers at the time of
sale, plus financing costs, as described in the Prospectus. Such
payments may also be used to pay for the following expenses in
connection with the distribution of Class B and Class C shares: (i)
financing the advance of the service fee payment to Recipients
under the Class B and the Class C Plan, (ii) compensation and
expenses of personnel employed by the Distributor to support
distribution of Class B and Class C shares, and (iii) costs of
sales literature, advertising and prospectuses (other than those
furnished to current shareholders).

ABOUT YOUR ACCOUNT

How To Buy Shares

Alternative Sales Arrangements - Class A, Class B and Class C
Shares. The availability of three classes of shares permits the
individual investor to choose the method of purchasing shares that
is more beneficial to the investor depending on the amount of the
purchase, the length of time the investor expects to hold shares
and other relevant circumstances. Investors should understand that
the purpose and function of the deferred sales charge and asset-
based sales charge with respect to Class B and Class C shares are
the same as those of the initial sales charge with respect to Class
A shares. Any salesperson or other person entitled to receive
compensation for selling Fund shares may receive different
compensation with respect to one class of shares than another. The
Distributor will generally not accept any order at $500,000 or $1
million or more of Class B or Class C shares, respectively, on
behalf of a single investor (not including dealer "street name" or
omnibus accounts) because generally it will be more advantageous
for that investor to purchase Class A shares of the Fund instead.
A Fourth Class of Shares may be purchased only by certain
institutional investors at net asset value per share ( Class Y
Shares ).

The four classes of shares each represent an interest in the
same portfolio investments of the Fund. However, each class has
different shareholder privileges and features. The net income
attributable to Class B and Class C shares and the dividends
payable on Class B and Class C shares will be reduced by
incremental expenses borne solely by that class, including the
asset-based sales charges to which Class B and Class C shares are
subject.

The conversion of Class B shares to Class A shares after six
years is subject to the continuing availability of a private letter
ruling from the Internal Revenue Service, or an opinion of counsel
or tax adviser, to the effect that the conversion of Class B shares
does not constitute a taxable event for the holder under Federal
income tax law. If such a revenue ruling or opinion is no longer
available, the automatic conversion feature may be suspended, in
which event no further conversions of Class B shares would occur
while such suspension remained in effect. Although Class B shares
could then be exchanged for Class A shares on the basis of relative
net asset value of the two classes, without the imposition of a
sales charge or fee, such exchange could constitute a taxable event
for the holder, and absent such exchange, Class B shares might
continue to be subject to the asset-based sales charge for longer
than six years.

The methodology for calculating the net asset value, dividends
and distributions of the Fund's Class A, Class B, Class C and Class
Y shares recognizes two types of expenses. General expenses that
do not pertain specifically to any class are allocated pro rata to
the shares of each class, based on the percentage of the net assets
of such class to the Fund's total assets, and then equally to each
outstanding share within a given class. Such general expenses
include (i) management fees, (ii) legal, bookkeeping and audit
fees, (iii) printing and mailing costs of shareholder reports,
Prospectuses, Statements of Additional Information and other
materials for current shareholders, (iv) fees to Independent
Directors, (v) custodian expenses, (vi) share issuance costs, (vii)
organization and start-up costs, (viii) interest, taxes and
brokerage commissions, and (ix) non-recurring expenses, such as
litigation costs. Other expenses that are directly attributable to
a class are allocated equally to each outstanding share within that
class. Such expenses include (i) Distribution and/or Service Plan
fees, (ii) incremental transfer and shareholder servicing agent
fees and expenses, (iii) registration fees and (iv) shareholder
meeting expenses, to the extent that such expenses pertain to a
specific class rather than to the Fund as a whole.

Determination of Net Asset Values Per Share. The net asset
values per share of Class A, Class B, Class C and Class Y shares of
the Fund are determined as of the close of business of The New York
Stock Exchange (the "Exchange") on each day that the Exchange is
open, by dividing value of the Fund's net assets attributable to
that class by the number of shares of that class outstanding. The
Exchange 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). The Exchange's most recent
annual holiday schedule (which is subject to change) states that it
will close on New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. It may also close on other days. Trading may occur
in debt securities and in foreign securities when the Exchange is
closed (including weekends and holidays). Because the Fund's net
asset value will not be calculated at those times, if securities
held in the Fund s portfolio are traded at such time, the net asset
values per share of Class A, Class B, Class C and Class Y shares of
the Fund may be significantly affected at times when shareholders
may not purchase or redeem shares.

The Corporation's Board of Directors has established
procedures for the valuation of the Fund's securities, generally as
follows: (i) equity securities traded on a U.S. securities exchange
or on NASDAQ for which last sale information is regularly reported
are valued at the last reported sale price on their primary
exchange or NASDAQ that day (or, in the absence of sales that day,
at values based on the last sale prices of the preceding trading
day or closing bid and asked prices that day); (ii) securities
traded on a foreign securities exchange are valued generally at the
last sales price available to the pricing service approved by the
Corporation's Board of Directors or to the Manager as reported by
the principal exchange on which the security is traded at its last
trading session on or immediately preceding the valuation date; or
at the mean between "bid" and "asked" prices obtained from the
principal exchange or two active market makers in the security on
the basis of reasonable inquiry; (iii) long-term debt securities
having a remaining maturity in excess of 60 days are valued based
on the mean between the "bid" and "asked" prices determined by a
portfolio pricing service approved by the Fund's Board of Trustees
or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry; (iv) debt instruments
having a maturity of more than 397 days when issued, and non-money
market type instruments having a maturity of 397 days or less when
issued, which have a remaining maturity of 60 days or less are
valued at the mean between the "bid" and "asked" prices determined
by a pricing service approved by the Fund's Board of Trustees or
obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry; (v) money market debt
securities that have a maturity of less than 397 days when issued
that have a remaining maturity of 60 days or less are valued at
cost, adjusted for amortization of premiums and accretion of
discounts; and (vi) securities (including restricted securities)
not having readily-available market quotations are valued at fair
value determined under the Board's procedures. If the Manager is
unable to locate two market makers willing to give quotes (see
(ii), (iii) and (iv) above, the security may be priced at the means
between the bid and ask prices provided by a single active
market maker.

Trading in securities on European and Asian exchanges and
over-the-counter markets is normally completed before the close of
the New York Stock Exchange. Events affecting the values of
foreign securities traded in securities markets that occur between
the time their prices are determined and the close of the New York
Stock Exchange will not be reflected in the Fund's calculation of
net asset value unless the Board of Directors or the Manager, under
procedures established by the Board of Directors, determines that
the particular event is likely to effect a material change in the
value of such security. Foreign currency, including forward
contracts, will be valued at the closing price in the London
foreign exchange market that day as provided by a reliable bank,
dealer or pricing service. The value of securities denominated in
foreign currency will be converted to U.S. dollars at the closing
price in the London foreign exchange market as provided by a
reliable bank, dealer or pricing service..

In the case of Municipal Securities, U.S. Government
Securities, and corporate bonds, when last sale information is not
generally available, such pricing procedures may include "matrix"
comparisons to the prices for comparable instruments on the basis
of quality, yield, maturity and other special factors involved
(such as the tax-exempt status of the interest paid by Municipal
Securities). The Manager may use pricing services approved by the
Board of Directors to price any of the types of securities
described above. The Manager will monitor the accuracy of such
pricing services which may include comparing prices used for
portfolio evaluation to actual sales prices of selected securities.

Puts, calls and Futures are valued at the last sales price on
the principal exchange on which they are traded or on NASDAQ, as
applicable as determined by a pricing service approved by the Board
of directors or by the manager. If there are no sales that day,
value shall be the last sale price on the preceding trading day if
it is within the spread of the closing bid and asked prices on the
principal exchange or on NASDAQ on the valuation date, or, if not,
value shall be the closing bid price on the principal exchange or
on NASDAQ on the valuation date. If the put, call, or future is
not traded on an exchange or on NASDAQ, it shall be valued at the
mean between bid and asked prices obtained by the Manager from two
active market makers (which in certain cases may be the bid price
if no asked price is available).

When the Fund writes an option, an amount equal to the premium
received is included in the Fund's Statement of Assets and
Liabilities as an asset, and an equivalent credit is included in
the liability section. The credit is adjusted ("marked-to-market")
to reflect the current market value of the option. In determining
the Fund's gain on investments, if a call or put written by the
Fund is exercised, the proceeds are increased by the premium
received. If a call or put written by the Fund expires, the Fund
has a gain in the amount of the premium; if the Fund enters into a
closing purchase transaction, it will have a gain or loss depending
on whether the premium received was more or less than the cost of
the closing transaction. If the Fund exercises a put it holds, the
amount the Fund receives on its sale of the underlying investment
is reduced by the amount of premium paid by the Fund.

AccountLink. When shares are purchased through AccountLink, each
purchase must be at least $25.00. Shares will be purchased on the
regular business day the Distributor is instructed to initiate the
Automated Clearing House ("ACH") transfer to buy shares. 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 New
York Stock Exchange. The Exchange normally closes at 4:00 P.M.,
but may close earlier on certain days. If Federal Funds are
received after the close of the Exchange, 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 3 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.

Reduced Sales Charges. As discussed in the Prospectus, a
reduced sales charge rate may be obtained for Class A shares under
Rights of Accumulation and Letters of Intent because of the
economies of sales efforts and in expenses realized by the
Distributor, dealers and brokers making such sales. No sales
charge is imposed in certain circumstances described in the
Prospectus because the Distributor, dealer or broker incurs little
or no selling expenses. The term "immediate family" refers to
one's spouse, children, grandchildren, parents, grandparents,
aunts, uncles, nieces, nephews, parents-in-law, sons- and
daughters-in-law, siblings, a sibling's spouse and a spouse's
siblings.

The Oppenheimer Funds. The Oppenheimer funds are those
mutual funds for which the Distributor acts as the distributor or
the sub-distributor and include the following:

Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer California Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer Insured Municipal Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Target Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Champion Income Fund
Oppenheimer Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer International Bond Fund
Oppenheimer Enterprise Fund
Oppenheimer International Growth Fund
Oppenheimer Bond Fund for Growth
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term New York Municipal
Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Growth & Income Value Fund
Oppenheimer Quest Officers Value Fund
Oppenheimer Disciplined Value Fund
Oppenheimer Disciplined Allocation Fund
Oppenheimer LifeSpan Balanced Fund
Oppenheimer LifeSpan Income Fund
Oppenheimer LifeSpan Growth Fund

and the following "Money Market Funds":

Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.

There is an initial sales charge on the purchase of Class A
shares of each of the Oppenheimer funds except Money Market Funds
(under certain circumstances described herein, redemption proceeds
of Money Market Fund shares may be subject to a contingent
deferred sales charge).

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 and Class B shares (or shares
of either class) of the Fund (and other Oppenheimer funds) during
a 13-month period (the "Letter of Intend 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 by reinvestment of dividends or distributions of
capital gains and 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
Oppenheimer funds) 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.

In submitting a Letter, the investor makes no commitment to
purchase shares, but if the investor's purchases of shares within
the Letter of Intent period, when added to the value (at offering
price) of the investor's holdings of shares on the last day of that
period, do not equal or exceed the intended purchase amount, the
investor agrees to pay the additional amount of sales charge
applicable to such purchases, as set forth in "Terms of Escrow,"
below (as those terms may be amended from time to time). The
investor agrees that shares equal in value to 5% of the intended
purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow. Also, the investor agrees to be
bound by the terms of the Prospectus, this Statement of Additional
Information and the Application used for such Letter of Intent, and
if such terms are amended, as they may be from time to time by the
Fund, that those amendments will apply automatically to existing
Letters of Intent.

For purchases of shares of the Fund and other Oppenheimer
funds 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.

If the total eligible purchases made during the Letter of
Intent period do not equal or exceed the intended purchase amount,
the commissions previously paid to the dealer of record for the
account and the amount of sales charge retained by the Distributor
will be adjusted to the rates applicable to actual purchases. If
total eligible purchases during the Letter of Intent period exceed
the intended purchase amount and exceed the amount needed to
qualify for the next sales charge rate reduction set forth in the
applicable prospectus, the sales charges paid will be adjusted to
the lower rate, but only if and when the dealer returns to the
Distributor the excess of the amount of commissions allowed or paid
to the dealer over the amount of commissions that apply to the
actual amount of purchases. The excess commissions returned to the
Distributor will be used to purchase additional shares for the
investor's account at the net asset value per share in effect on
the date of such purchase, promptly after the Distributor's receipt
thereof.

In determining the total amount of purchases made under a
Letter, shares redeemed by the investor prior to the termination of
the Letter of Intent period will be deducted. It is the
responsibility of the dealer of record and/or the investor to
advise the Distributor about the Letter in placing any purchase
orders for the investor during the Letter of Intent period. All
of such purchases must be made through the Distributor.

Terms of Escrow That Apply to Letters of Intent.

1. Out of the initial purchase (or subsequent purchases if
necessary) made pursuant to a Letter, shares of the Fund equal in
value up to 5% of the intended purchase amount specified in the
Letter shall be held in escrow by the Transfer Agent. For example,
if the intended purchase amount is $50,000, the escrow shall be
shares valued in the amount of $2,500 (computed at the public
offering price adjusted for a $50,000 purchase). Any dividends and
capital gains distributions on the escrowed shares will be credited
to the investor's account.

2. If the intended purchase amount specified under the
Letter is completed within the thirteen-month Letter of Intent
period, the escrowed shares will be promptly released to the
investor.

3. If, at the end of the thirteen-month Letter of Intent
period the total purchases pursuant to the Letter are less than the
intended purchase amount specified in the Letter, the investor must
remit to the Distributor an amount equal to the difference between
the dollar amount of sales charges actually paid and the amount of
sales charges which would have been paid if the total amount
purchased had been made at a single time. Such sales charge
adjustment will apply to any shares redeemed prior to the
completion of the Letter. If such difference in sales charges is
not paid within twenty days after a request from the Distributor or
the dealer, the Distributor will, within sixty days of the
expiration of the Letter, redeem the number of escrowed shares
necessary to realize such difference in sales charges. Full and
fractional shares remaining after such redemption will be released
from escrow. If a request is received to redeem escrowed shares
prior to the payment of such additional sales charge, the sales
charge will be withheld from the redemption proceeds.

4. By signing the Letter, the investor irrevocably
constitutes and appoints the Transfer Agent as attorney-in-fact to
surrender for redemption any or all escrowed shares.

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 shares or Class B shares acquired in exchange for
either (i) Class A shares of one of the other Oppenheimer funds
that were acquired subject to a Class A initial or contingent
deferred sales charge or (ii) Class B shares of one of the other
Oppenheimer funds that were acquired subject to a contingent
deferred sales charge.

6. Shares held in escrow hereunder will automatically be
exchanged for shares of another fund to which an exchange is
requested, as described in the section of the Prospectus entitled
"How to Exchange Shares," and the escrow will be transferred to
that other fund.

Asset Builder Plans. To establish an Asset Builder Plan from a
bank account, a check (minimum $25) for the initial purchase must
accompany the application. Shares purchased by Asset Builder Plan
payments from bank accounts are subject to the redemption
restrictions for recent purchases described in "Shareholder Account
Rules and Policies," in the Prospectus. Asset Builder Plans also
enable shareholders of Oppenheimer Cash Reserves to use those
accounts for monthly automatic purchases of shares of up to four
other Oppenheimer funds.

There is a front-end sales charge on the purchase of certain
Oppenheimer funds, or a contingent deferred sales charge may apply
to shares purchased by Asset Builder payments. An application
should be obtained from the Distributor, completed and returned,
and a prospectus of the selected fund(s) should be obtained from
the Distributor or your financial advisor before initiating Asset
Builder payments. The amount of the Asset Builder investment may
be changed or the automatic investments may be terminated at any
time by writing to the Transfer Agent. A reasonable period
(approximately 15 days) is required after the Transfer Agent's
receipt of such instructions to implement them. The Fund reserves
the right to amend, suspend, or discontinue offering such plans at
any time without prior notice.

Cancellation of Purchase Orders. Cancellation of purchase orders
for the Fund's shares (for example, when a purchase check is
returned to the Fund unpaid) causes a loss to be incurred when the
net asset value of the Fund's shares on the cancellation date is
less than on the purchase date. That loss is equal to the amount
of the decline in the net asset value per share multiplied by the
number of shares in the purchase order. The investor is
responsible for that loss. If the investor fails to compensate the
Fund for the loss, the Distributor will do so. The Fund may
reimburse the Distributor for that amount by redeeming shares from
any account registered in that investor's name, or the Fund or the
Distributor may seek other redress.

How to Sell Shares

Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and
conditions for redemptions set forth in the Prospectus.

Involuntary Redemptions. The Board of Directors has the
right to cause the involuntary redemption of the shares held in any
Fund account if the aggregate net asset value of those shares is
less than $500 or such lesser amount as the Board may fix. The
Board of Directors will not cause the involuntary redemption of
shares in an account if the aggregate net asset value of the shares
has fallen below the stated minimum solely as a result of market
fluctuations. Should the Board elect to exercise this right, it
may also fix, in accordance with the Investment Company Act, and
the provisions of Maryland law, the requirements for any notice to
be given to the shareholders in question (not less than 30 days),
or the Board may set requirements for granting permission to the
Shareholder to increase the investment, and set other terms and
conditions so that the shares would not be involuntarily redeemed.

Payments "In Kind". The Prospectus states that payment for
shares tendered for redemption is ordinarily made in cash. However,
the Board of Directors of the Corporation may determine that it
would be detrimental to the best interests of the remaining
shareholders of the Fund to make payment of a redemption order
wholly or partly in cash. In that case the Fund may pay the
redemption proceeds in whole or in part by a distribution "in kind"
of securities from the portfolio of the Fund, in lieu of cash, in
conformity with applicable rules of the Securities and Exchange
Commission. The Fund has elected to be governed by Rule 18f-1 under
the Investment Company Act, pursuant to which the Fund is obligated
to redeem shares solely in cash up to the lesser of $250,000 or 1%
of the net assets of the Fund during any 90-day period for any one
shareholder. If shares are redeemed in kind, the redeeming
shareholder might incur brokerage or other costs in selling the
securities for cash. The method of valuing securities used to make
redemptions in kind will be the same as the method the Fund uses to
value it portfolio securities described above under "Determination
of Net Asset Values Per Share" and that valuation will be made as
of the time the redemption price is determined.

Reinvestment Privilege. Within six months of a redemption, a
shareholder may reinvest all or part of the redemption proceeds of
(i) Class A shares that you purchased subject to an initial or
contingent deferred sales charge, or (ii) Class B shares on which
you paid a contingent deferred sales charge when you redeemed them.
It does not apply to Class C shares. The reinvestment may be made
without sales charge only in Class A shares of the Fund or any of
the other Oppenheimer funds into which shares of the Fund are
exchangeable as described below, at the net asset value next
computed after the Transfer Agent receives the reinvestment order.
The shareholder must ask the Distributor for that privilege at the
time of reinvestment. Any capital gain that was realized when the
shares were redeemed is taxable, and reinvestment will not alter
any capital gains tax payable on that gain. If there has been a
capital loss on the redemption, some or all of the loss may not be
tax deductible, depending on the timing and amount of the
reinvestment. Under the Internal Revenue Code, if the redemption
proceeds of Fund shares on which a sales charge was paid are
reinvested in shares of the Fund or another of the Oppenheimer
funds within 90 days of payment of the sales charge, the
shareholder's basis in the shares of the Fund that were redeemed
may not include the amount of the sales charge paid. That would
reduce the loss or increase the gain recognized from the
redemption. However, in that case the sales charge would be added
to the basis of the shares acquired by the reinvestment of the
redemption proceeds. The Fund may amend, suspend or cease offering
this reinvestment privilege at any time as to shares redeemed after
the date of such amendment, suspension or cessation.

Transfer of Shares. Shares are not subject to the payment of a
contingent deferred sales charge at the time of transfer to the
name of another person or entity (whether the transfer occurs by
absolute assignment, gift or bequest, not involving, directly or
indirectly, a public sale). The transferred shares will remain
subject to the contingent deferred sales charge, calculated as if
the transferee shareholder had acquired the transferred shares in
the same manner and at the same time as the transferring
shareholder. If less than all shares held in an account are
transferred, and some but not all shares in the account would be
subject to a contingent deferred sales charge if redeemed at the
time of transfer, the priorities described in the Prospectus under
"How to Buy Shares" for the imposition of the Class B or the Class
C contingent deferred sales charge will be followed in determining
the order in which shares are transferred.

Distributions From Retirement Plans. Requests for distributions
from OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans,
401(k) plans or pension or profit-sharing plans should be addressed
to "Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer
Agent at its address listed in "How To Sell Shares" in the
Prospectus or on the back cover of this Statement of Additional
Information. The request must: (i) state the reason for the
distribution; (ii) state the owner's awareness of tax penalties if
the distribution is premature; and (iii) conform to the
requirements of the plan and the Fund's other redemption
requirements. 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. The employer or plan administrator must sign the
request. Distributions from pension and profit sharing plans are
subject to special requirements under the Internal Revenue Code and
certain documents (available from the Transfer Agent) must be
completed before the distribution may be made. Distributions from
retirement plans are subject to withholding requirements under the
Internal Revenue Code, and IRS Form W-4P (available from the
Transfer Agent) must be submitted to the Transfer Agent with the
distribution request, or the distribution may be delayed. Unless
the shareholder has provided the Transfer Agent with a certified
tax identification number, the Internal Revenue Code requires that
tax be withheld from any distribution even if the shareholder
elects not to have tax withheld. The Fund, the Manager, the
Distributor, the Trustee and the Transfer Agent assume no
responsibility to determine whether a distribution satisfies the
conditions of applicable tax laws and will not be responsible for
any tax penalties assessed in connection with a distribution.

Special Arrangements for Repurchase of Shares from Dealers and
Brokers. The Distributor is the Fund's agent to repurchase its
shares from authorized dealers or brokers on behalf of their
customers. The shareholder should contact the broker or dealer to
arrange this type of redemption. 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 New York Stock Exchange 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 customers
prior to the time the Exchange 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.

Automatic Withdrawal and Exchange Plans. Investors owning
shares of the Fund valued at $5,000 or more can authorize the
Transfer Agent to redeem shares (minimum $50) automatically on a
monthly, quarterly, semi-annual or annual basis under an Automatic
Withdrawal Plan. Shares will be redeemed three business days prior
to the date requested by the shareholder for receipt of the
payment. Automatic withdrawals of up to $1,500 per month may be
requested by telephone if payments are to be made by check payable
to all shareholders of record and sent to the address of record for
the account (and if the address has not been changed within the
prior 30 days). Required minimum distributions from
OppenheimerFunds-sponsored retirement plans may not be arranged on
this basis. Payments are normally made by check, but shareholders
having AccountLink privileges (see "How To Buy Shares") may arrange
to have Automatic Withdrawal Plan payments transferred to the bank
account designated on the OppenheimerFunds New Account Application
or signature-guaranteed instructions. The Fund cannot guarantee
receipt of a payment on the date requested and reserves the right
to amend, suspend or discontinue offering such plans at any time
without prior notice. Because of the sales charge assessed on
Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an
Automatic Withdrawal Plan. Class B and Class C shareholders should
not establish withdrawal plans because of the imposition of the
contingent deferred sales charge on such withdrawals (except where
the Class B or the Class C contingent deferred sales charge is
waived as described in the Prospectus under "Waivers of Class B
Sales or Class C Sales Charges ).

By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such
plans, as stated below and in the provisions of the
OppenheimerFunds Application relating to such Plans, as well as the
Prospectus. These provisions may be amended from time to time by
the Fund and/or the Distributor. When adopted, such amendments
will automatically apply to existing Plans.

Automatic Exchange Plans. Shareholders can authorize the
Transfer Agent (on the OppenheimerFunds Application or signature-
guaranteed instructions) to exchange a pre-determined amount of
shares of the Fund for shares (of the same class) of other
Oppenheimer funds automatically on a monthly, quarterly, semi-
annual or annual basis under an Automatic Exchange Plan. The
minimum amount that may be exchanged to each other fund account is
$25. Exchanges made under these plans are subject to the
restrictions that apply to exchanges as set forth in "How to
Exchange Shares" in the Prospectus and below in this Statement of
Additional Information.

Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a
sales charge will be redeemed first and shares acquired with
reinvested dividends and capital gains distributions will be
redeemed next, followed by shares acquired with a sales charge, to
the extent necessary to make withdrawal payments. Depending upon
the amount withdrawn, the investor's principal may be depleted.
Payments made under withdrawal plans should not be considered as a
yield or income on your investment. It may not be desirable to
purchase additional Class A shares while making automatic
withdrawals because of the sales charges that apply to purchases
when made. Accordingly, a shareholder normally may not maintain an
Automatic Withdrawal Plan while simultaneously making regular
purchases of Class A shares.

The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the
"Planholder") who executed the Plan authorization and application
submitted to the Transfer Agent. The Transfer Agent and the Fund
shall incur no liability to the Planholder for any action taken or
omitted by the Transfer Agent in good faith to administer the Plan.
Certificates will not be issued for shares of the Fund purchased
for and held under the Plan, but the Transfer Agent will credit all
such shares to the account of the Planholder on the records of the
Fund. Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan
application so that the shares represented by the certificate may
be held under the Plan.

For accounts subject to Automatic Withdrawal Plans,
distributions of capital gains must be reinvested in shares of the
Fund, which will be done at net asset value without a sales charge.
Dividends on shares held in the account may be paid in cash or
reinvested.

Redemptions of shares needed to make withdrawal payments will
be made at the net asset value per share determined on the
redemption date. Checks or AccountLink transfer payments of the
proceeds of Plan withdrawals will normally be transmitted three
business days prior to the date selected for receipt of the payment
(receipt of payment on the date selected cannot be guaranteed),
according to the choice specified in writing by the Planholder.

The amount and the interval of disbursement payments and the
address to which checks are to be mailed or AccountLink payments
are to be sent may be changed at any time by the Planholder by
writing to the Transfer Agent. The Planholder should allow at
least two weeks' time in mailing such notification for the
requested change to be put in effect. The Planholder may, at any
time, instruct the Transfer Agent by written notice (in proper form
in accordance with the requirements of the then-current Prospectus
of the Fund) to redeem all, or any part of, the shares held under
the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will
mail a check for the proceeds to the Planholder.

The Plan may be terminated at any time by the Planholder by
writing to the Transfer Agent. A Plan may also be terminated at
any time by the Transfer Agent upon receiving directions to that
effect from the Fund. The Transfer Agent will also terminate a
Plan upon receipt of evidence satisfactory to it of the death or
legal incapacity of the Planholder. Upon termination of a Plan by
the Transfer Agent or the Fund, shares that have not been redeemed
from the account will be held in uncertificated form in the name of
the Planholder, and the account will continue as a dividend-
reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her
executor or guardian, or other authorized person.

To use shares held under the Plan as collateral for a debt,
the Planholder may request issuance of a portion of the shares in
certificated form. Upon written request from the Planholder, the
Transfer Agent will determine the number of shares for which a
certificate may be issued without causing the withdrawal checks to
stop because of exhaustion of uncertificated shares needed to
continue payments. However, should such uncertificated shares
become exhausted, Plan withdrawals will terminate.

If the Transfer Agent ceases to act as transfer agent for the
Fund, the Planholder will be deemed to have appointed any successor
transfer agent to act as agent in administering the Plan.

How To Exchange Shares

As stated in the Prospectus, shares of a particular class of
Oppenheimer funds having more than one class of shares may be
exchanged only for shares of the same class of other Oppenheimer
funds. Shares of Oppenheimer funds that have a single class
without a class designation are deemed "Class A" shares for this
purpose. All of the Oppenheimer funds offer Class A, B and C
shares except Oppenheimer Money Market Fund, Inc., Centennial Money
Market Trust, Centennial Tax Exempt Trust, Centennial Government
Trust, Centennial New York Tax Exempt Trust, Centennial California
Tax Exempt Trust, Centennial America Fund, L.P., and Daily Cash
Accumulation Fund, Inc., which only offer Class A shares and
Oppenheimer Main Street California Municipal Fund which only offers
Class A and Class B shares (Class B and Class C shares of
Oppenheimer Cash Reserves are generally available only by exchange
from the same class of shares of other Oppenheimer funds or through
OppenheimerFunds sponsored 401(k) plans). A current list showing
which funds offer which class can be obtained by calling the
distributor at 1-800-525-7048.

For accounts established on or before March 8, 1996 holding
Class M shares of Oppenheimer Bond Fund for Growth, Class M shares
can be exchanged only for Class A shares of other Oppenheimer
funds, including Rochester Fund Municipals and Limited Term New
York Municipal Fund. Class A shares of Rochester Fund Municipals
or Limited Term New York Municipal Fund acquired on the exchange of
Class M shares of Oppenheimer Bond Fund for Growth may be exchanged
for Class M shares of that fund. For accounts of Oppenheimer Bond
Fund for Growth established after March 8, 1996, Class M shares may
be exchanged for Class A shares of other Oppenheimer funds except
Rochester Fund Municipals and Limited-Term New York Municipals.
Exchanges to Class M shares of Oppenheimer Bond Fund for Growth are
permitted from Class A shares of Oppenheimer Money Market Fund,
Inc. or Oppenheimer Cash Reserves that were acquired by exchange
from Class M shares. Otherwise no exchanges of any class of any
Oppenheimer fund into Class M shares are permitted.

Class A shares of Oppenheimer funds may be exchanged at net
asset value for shares of any Money Market Fund. Shares of any
Money Market Fund purchased without a sales charge may be exchanged
for shares of Oppenheimer funds offered with a sales charge upon
payment of the sales charge (or, if applicable, may be used to
purchase shares of Oppenheimer funds subject to a contingent
deferred sales charge). 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
Oppenheimer funds 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.
Shares of this Fund acquired by reinvestment of dividends or
distribution from any other of the Oppenheimer funds except
Oppenheimer Cash Reserves or from any unit investment trust for
which reinvestment arrangements have been made with the Distributor
may be exchanged at net asset value for shares of any of the
Oppenheimer funds.

No contingent deferred sales charge is imposed on exchanges of
shares of any class purchased subject to a contingent deferred
sales charge. However, when Class A shares acquired by exchange of
Class A shares of other Oppenheimer funds purchased subject to a
Class A contingent deferred sales charge are redeemed within 18
months of the end of the calendar month of the initial purchase of
the exchanged Class A shares, the Class A contingent deferred sales
charge is imposed on the redeemed shares (see "Class A Contingent
Deferred Sales Charge" in the Prospectus). The Class B contingent
deferred sales charge is imposed on Class B shares acquired by
exchange if they are redeemed within six years of the initial
purchase of the exchanged Class B shares. The Class C contingent
deferred sales charge is imposed on Class C shares acquired by
exchange if they are redeemed within 12 months of the initial
purchase of the exchanged Class C shares.

When Class B or Class C shares are redeemed to effect an
exchange, the priorities described in "How To Buy Shares" in the
Prospectus for the imposition of the Class B or the Class C
contingent deferred sales charge will be followed in determining
the order in which the shares are exchanged. Shareholders should
take into account the effect of any exchange on the applicability
and rate of any contingent deferred sales charge that might be
imposed in the subsequent redemption of remaining shares.

The Fund reserves the right to reject telephone or written
exchange requests submitted in bulk by anyone on behalf of more
than one account. The Fund may accept requests for exchanges of up
to 50 accounts per day from representatives of authorized dealers
that qualify for this privilege. In connection with any exchange
request, the number of shares exchanged may be less than the number
requested if the exchange or the number requested would include
shares subject to a restriction cited in the Prospectus or this
Statement of Additional Information or would include shares covered
by a share certificate that is not tendered with the request. In
those cases, only the shares available for exchange without
restriction will be exchanged.

When exchanging shares by telephone, a shareholder must either
have an existing account in, or obtain and acknowledge receipt of
a prospectus of, the fund to which the exchange is to be made. For
full or partial exchanges of an account made by telephone, any
special account features such as Asset Builder Plans, Automatic
Withdrawal Plans, Checkwriting, if available, and retirement plan
contributions will be switched to the new account unless the
Transfer Agent is instructed otherwise. If all telephone lines are
busy (which might occur, for example, during periods of substantial
market fluctuations), shareholders might not be able to request
exchanges by telephone and would have to submit written exchange
requests.

Shares to be exchanged are redeemed on the regular business
day the Transfer Agent receives an exchange request in proper form
(the "Redemption Date"). Normally, shares of the fund to be
acquired are purchased on the Redemption Date, but such purchases
may be delayed by either fund up to five business days if it
determines that it would be disadvantaged by an immediate transfer
of the redemption proceeds. The Fund reserves the right, in its
discretion, to refuse any exchange request that may disadvantage it
(for example, if the receipt of multiple exchange requests from a
dealer might require the disposition of portfolio securities at a
time or at a price that might be disadvantageous to the Fund).

The different Oppenheimer funds available for exchange have
different investment objectives, policies and risks, and a
shareholder should assure that the Fund selected is appropriate for
his or her investment and should be aware of the tax consequences
of an exchange. For federal income tax purposes, an exchange
transaction is treated as a redemption of shares of one fund and a
purchase of shares of another. "Reinvestment Privilege," above,
discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and
the Transfer Agent are unable to provide investment, tax or legal
advice to a shareholder in connection with an exchange request or
any other investment transaction.

Dividends, Capital Gains and Taxes

Tax Status of the Fund's Dividends and Distributions. The Federal
tax treatment of the Fund's dividends and capital gains
distributions is explained in the Prospectus under the caption
"Dividends, Capital Gains and Taxes." Special provisions of the
Internal Revenue Code govern the eligibility of the Fund's
dividends for the dividends-received deduction for corporate
shareholders. Long-term capital gains distributions are not
eligible for the deduction. In addition, the amount of dividends
paid by the Fund which may qualify for the deduction is limited to
the aggregate amount of qualifying dividends that the Fund derives
from its portfolio investments that the Fund has held for a minimum
period, usually 46 days. A corporate shareholder will not be
eligible for the deduction on dividends paid on Fund shares held
for 45 days or less. To the extent the Fund's dividends are
derived from gross income from option premiums, interest income or
short-term gains from the sale of securities or dividends from
foreign corporations, those dividends will not qualify for the
deduction.

Under the Internal Revenue Code, by December 31 each year, the
Fund must distribute 98% of its taxable investment income earned
from January 1 through December 31 of that year and 98% of its
capital gains realized in the period from November 1 of the prior
year through October 31 of the current year, or else the Fund must
pay an excise tax on the amounts not distributed. While it is
presently anticipated that the Fund will meet those requirements,
the Board of Directors and the Manager might determine in a
particular year that it would be in the best interest of
shareholders for the Fund not to make such distributions at the
required levels and to pay the excise tax on the undistributed
amounts. That would reduce the amount of income or capital gains
available for distribution to shareholders.

If the Fund qualifies as a "regulated investment company"
under the Internal Revenue Code, it will not be liable for Federal
income taxes on amounts paid by it as dividends and distributions.
The Fund qualified as a regulated investment company in its last
fiscal year, and intends to qualify in future years, but reserves
the right not to qualify. The Internal Revenue Code contains a
number of complex tests relating to qualification which the Fund
might not meet in any particular year. For example, if the Fund
derives 30% or more of its gross income from the sale of securities
held less than three months, it may fail to qualify. If it did not
so qualify, the Fund would be treated for tax purposes as an
ordinary corporation and receive no tax deduction for payments made
to shareholders.

Dividends, distributions and proceeds of the redemption of
Fund shares represented by checks returned to the Transfer Agent by
the Postal Service as undeliverable will be invested in shares of
Oppenheimer Money Market Fund, Inc., as promptly as possible after
the return of such checks to the Transfer Agent, in order to enable
the investor to earn a return on otherwise idle funds.

If prior distributions must be re-characterized at the end of
the fiscal year as a result of the effect of the Fund s investment
policies, shareholders may have a non-taxable return of capital,
which will be identified in notices of shareholders. There is no
fixed dividend rate and there can be no assurance as to the payment
of any dividends or the realization of any capital gains.

Dividend Reinvestment in Another Fund. Shareholders of the Fund
may elect to reinvest all dividends and/or capital gains
distributions in shares of the same class of any of the other
Oppenheimer funds listed in "Reduced Sales Charges," above, at net
asset value without sales charge. To elect this option, a
shareholder must notify the Transfer Agent in writing and either
have an existing account in the fund selected for reinvestment or
must obtain a prospectus for that fund and an application from the
Distributor to establish an account. The investment will be made
at the net asset value per share in effect at the close of business
on the payable date of the dividend or distribution. Dividends
and/or distributions from shares of other Oppenheimer funds may be
invested in shares of this Fund on the same basis.

Additional Information About the Fund

The Custodian. The Bank of New York is the Custodian of the
Fund's assets. The Custodian's responsibilities include
safeguarding and controlling the Fund's portfolio securities,
collecting income of the portfolio securities and handling the
delivery of such securities to and from the Fund. The Manager has
represented to the Fund that the banking relationships with the
Custodian have been and will continue to be unrelated to and
unaffected by the relationship between the Fund and the Custodian.
It will be the practice of the Fund to deal with the Custodian in
a manner uninfluenced by any banking relationship the Custodian may
have with the Manager and its affiliates. The Fund's cash balances
with the custodian in excess of $100,000 are not protected by
Federal deposit insurance. Those uninsured balances at times may
be substantial.

Independent Auditors. The independent auditors of the Fund
audit the Fund's financial statements and perform other related
audit services. They also act as auditors for the Manager and
certain other funds advised by the Manager and its affiliates.

<PAGE>
Appendix A

DESCRIPTION OF RATINGS

Ratings of Investments

Description of Moody's Investors Service, Inc. Bond Ratings

Aaa: Bonds which are rated "Aaa" are judged to be the best quality
and to carry the smallest degree of investment risk. Interest
payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective
elements are likely to change, the changes that can be expected are
most unlikely to impair the fundamentally strong position of such
issues.

Aa: Bonds which are rated "Aa" are judged to be of high quality by
all standards. Together with the "Aaa" group, they comprise what
are generally known as "high-grade" bonds. They are rated lower
than the best bonds because margins of protection may not be as
large as with "Aaa" securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than
those of "Aaa" securities.

A: Bonds which are rated "A" possess many favorable investment
attributes and are to be considered as upper-medium grade
obligations. Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a
susceptibility to impairment sometime in the future.

Baa: Bonds which are rated "Baa" are considered medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and have
speculative characteristics as well.

Ba: Bonds which are rated "Ba" are judged to have speculative
elements; their future cannot be considered well-assured. Often
the protection of interest and principal payments may be very
moderate and not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in
this class.

B: Bonds which are rated "B" generally lack characteristics of
desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long
period of time may be small.

Caa: Bonds which are rated "Caa" are of poor standing and may be in
default or there may be present elements of danger with respect to
principal or interest.

Ca: Bonds which are rated "Ca" represent obligations which are
speculative in a high degree and are often in default or have other
marked shortcomings.

C: Bonds which are rated "C" can be regarded as having extremely
poor prospects of ever retaining any real investment standing.

Description of Standard & Poor's Bond Ratings

AAA: "AAA" is the highest rating assigned to a debt obligation and
indicates an extremely strong capacity to pay principal and
interest.

AA: Bonds rated "AA" also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the
majority of instances they differ from "AAA" issues only in small
degree.

A: Bonds rated "A" have a strong capacity to pay principal and
interest, although they are somewhat more susceptible to adverse
effects of change in circumstances and economic conditions.

BBB: Bonds rated "BBB" are regarded as having an adequate capacity
to pay principal and interest. Whereas they normally exhibit
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
principal and interest for bonds in this category than for bonds in
the "A" category.

BB, B, CCC, CC: Bonds rated "BB," "B," "CCC" and "CC" are regarded,
on balance, as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance
with the terms of the obligation. "BB" indicates the lowest degree
of speculation and "CC" the highest degree. While such bonds will
likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to
adverse conditions.

C, D: Bonds on which no interest is being paid are rated "C."
Bonds rated "D" are in default and payment of interest and/or
repayment of principal is in arrears.

Description of Fitch Investors Service, Inc. Ratings

AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected
by reasonably foreseeable events.

AA Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated "AAA."
Because bonds rated in the "AAA" and "AA" categories are not
significantly vulnerable to foreseeable future developments, short-
term debt of these issuers is generally rated "F-1+."

A Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal
is considered to be strong, but may be more vulnerable to adverse
changes in economic conditions and circumstances than bonds with
higher ratings.

BBB Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in
economic conditions and circumstances, however, are more likely to
have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher
ratings.

BB Bonds are considered speculative. The obligor's ability to pay
interest and repay principal may be affected over time by adverse
economic changes. However, business and financial alternatives can
be identified which could assist the obligor in satisfying its debt
service requirements.

B Bonds are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the
probability of continued timely payment of principal and interest
reflects the obligor's limited margin of safety and the need for
reasonable business and economic activity through the life of the
issue.

CCC Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations
requires an advantageous business and economic environment.

CC Bonds are minimally protected. Default in payment of interest
and/or principal seems probable over time.

C Bonds are in imminent default in payment of interest or
principal.

DDD, DD, and D Bonds are in default on interest and/or principal
payments. Such bonds are extremely speculative and should be
valued on the basis of their ultimate recovery value in liquidation
or reorganization of the obligor. "DDD" represents the highest
potential for recovery of these bonds, and "D" represents the
lowest potential for recovery.

Plus (+) Minus (-) Plus and minus signs are used with a rating
symbol to indicate the relative position of a credit within the
rating category. Plus and minus signs, however, are not used in
the "DDD," "DD," or "D" categories.

<PAGE>
<PAGE> Appendix B

Corporate Industry Classifications

Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
Food
Gas Transmission*
Gas Utilities*
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking

*For purposes of the Fund s investment policy not to concentrate
in securities of issuers in the same industry, gas utilities and
gas transmission utilities each will be considered a separate
industry.

B-1
<PAGE>
Investment Adviser

OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203

Distributor

OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203

Transfer Agent

OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, New York 10015

Independent Auditors
Deloitte & Touche LLP

555 Seventeenth Street, Suite 3600
Denver, Colorado 80202-3942

Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

<PAGE>
OPPENHEIMER MAIN STREET FUNDS, INC.

FORM N-1A

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

(1) Financial Highlights (See Part A, Prospectus): To be
filed by Amendment.

(2) Independent Auditors' Report (See Part B, Statement
of Additional Information): To be filed by Amendment.

(3) Statements of Investments at 6/30/96 (See Part B,
Statement of Additional Information):To be filed by Amendment.

(4) Statements of Assets and Liabilities at 6/30/96 (See
Part B, Statement of Additional Information):To be filed by
Amendment.

(5) Statements of Operations for the year ended 6/30/96
(See Part B, Statement of Additional Information): To be filed by
Amendment.

(6) Statements of Changes in Net Assets for the years
ended 6/30/96 and 6/30/95 (See Part B, Statement of Additional
Information): To be filed by Amendment.

(7) Notes to Financial Statements (See Part B, Statement
of Additional Information): To be filed by Amendment.

(b) Exhibits

(1) (i) Articles of Incorporation dated 10/2/87: Filed
with Registrant's Post-Effective Amendment No. 12, 10/25/93, and
incorporated herein by reference.

(ii) Amended Articles of Incorporation dated
12/9/87: Filed with Registrant's Post-Effective Amendment No. 12,
10/25/93, and incorporated herein by reference.

(iii) Articles Supplementary to the Articles of
Incorporation dated 8/18/88: Filed with Registrant's Post-Effective
Amendment No. 12, 10/25/93, and incorporated herein by reference.

(iv) Articles Supplementary to the Articles of
Incorporation dated 1/20/89: Filed with Registrant's Post-
Effective Amendment No. 12, 10/25/93, and incorporated herein by
reference.

(v) Articles Supplementary to the Articles of
Incorporation dated 4/16/90: Filed with Registrant's Post-
Effective Amendment No. 12, 10/25/93, and incorporated herein by
reference.

(vi) Amendment to the Articles of Incorporation
dated 8/27/93: Filed with Registrant's Post-Effective Amendment
No. 12, 10/25/93, and incorporated herein by reference.

(vii) Amendment to the Articles of Incorporation
dated 10/20/93: Filed with Registrant's Post-Effective Amendment
No. 12, 10/25/93, and incorporated herein by reference.

(viii) Articles Supplementary to the Articles of
Incorporation dated 10/27/93: Filed with Registrant's Post-
Effective Amendment No. 14, 9/30/94, and incorporated herein by
reference.

(ix) Articles Supplementary to the Articles of
Incorporation dated 11/29/93: Filed with Registrant's Post-
Effective Amendment No. 14, 9/30/94, and incorporated herein by
reference.

(x) Articles Supplementary to the Articles of
Incorporation dated 4/28/94: Filed with Registrant's Post-Effective
Amendment No. 14, 9/30/94, and incorporated herein by reference.

(xi) Articles Supplementary to the Articles of
Incorporation dated 9/30/94: Filed with Registrant's Post-Effective
Amendment No. 14, 9/30/94, and incorporated herein by reference.

(xii) Articles Supplementary to the Articles of
Incorporation dated 8/30/96: To be filed by Amendment.

(2) By-Laws as amended through 6/26/90: Previously filed
with Post-Effective Amendment No. 8, 10/22/91, to Registrant's
Registration Statement and refiled with Post-Effective Amendment
No. 14, 9/30/94, pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.

(3) Not applicable.

(4) (i) Specimen Class A Stock Certificate -
Oppenheimer Main Street Income & Growth Fund: Filed with
Registrant's Post-Effective Amendment No. 12, 10/25/93, and
incorporated herein by reference.

(ii) Specimen Class B Stock Certificate -
Oppenheimer Main Street Income & Growth Fund: Filed with
Registrant's Post-Effective Amendment No. 14, 9/30/94, and
incorporated herein by reference.

(iii) Specimen Class C Stock Certificate -
Oppenheimer Main Street Income & Growth Fund: Filed with
Registrant's Post-Effective Amendment No. 12, 10/25/93, and
incorporated herein by reference.

(iv) Specimen Class Y Stock Certificate -
Oppenheimer Main Street Income & Growth Fund: To be filed by
Amendment.

(v) Specimen Class A Stock Certificate -
Oppenheimer Main Street California Tax-Exempt Fund: Filed with
Registrant's Post-Effective Amendment No. 12, 10/25/93, and
incorporated herein by reference.

(vi) Specimen Class B Stock Certificate -
Oppenheimer Main Street California Tax-Exempt Fund: Filed with
Registrant's Post-Effective Amendment No. 12, 10/25/93, and
incorporated herein by reference.

(5) (i) Investment Advisory Agreement dated 10/22/90
for Oppenheimer Main Street Income & Growth Fund: Filed with
Registrant's Post-Effective Amendment No. 6, 11/1/90, and refiled
with Post-Effective Amendment No. 14, 9/30/94, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.

(ii) Investment Advisory Agreement dated 10/22/90
for Oppenheimer Main Street California Tax-Exempt Fund: Filed with
Registrant's Post-Effective Amendment No. 2 of Main Street Funds,
Inc./California Tax-Exempt Fund (Reg. No. 33-34270), 11/1/90, and
refiled with Post-Effective Amendment No. 14, 9/30/94, pursuant to
Item 102 of Regulation S-T, and incorporated herein by reference.

(6) (i) General Distributor's Agreement dated
10/13/92: Filed with Post-Effective Amendment No. 11 to
Registrant's Registration Statement, 8/25/93, and incorporated
herein by reference.

(ii) Form of OppenheimerFunds Distributor, Inc.
Dealer Agreement: Filed with Registrant's Post-Effective Amendment
No. 14, 9/30/94, and incorporated herein by reference.

(iii) Form of OppenheimerFunds Distributor, Inc.
Broker Agreement: Filed with Registrant's Post-Effective Amendment
No. 14, 9/30/94, and incorporated herein by reference.

(iv) Form of OppenheimerFunds Distributor, Inc.
Agency Agreement: Filed with Registrant's Post-Effective Amendment
No. 14, 9/30/94, and incorporated herein by reference.

(v) Broker Agreement between Oppenheimer Fund
Management, Inc. and Newbridge Securities, Inc. dated 10/1/86:
Filed with Post-Effective Amendment No. 25 of Oppenheimer Special
Fund (Reg. No. 2-45272), 11/1/86, and refiled with Post-Effective
Amendment No. 45 of Oppenheimer Special Fund (Reg. No. 2-45272),
8/22/94, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.

(7) Not applicable.

(8) Custody Agreement dated 8/5/92: Filed with
Registrant's Post-Effective Amendment No. 10, 10/19/92, and refiled
with Post-Effective Amendment No. 14, 9/30/94, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.

(9) (i) Agreement and Plan of Reorganization dated
4/28/92 between Main Street Funds, Inc. - Asset Allocation Fund,
and Main Street Funds, Inc. - Income & Growth Fund: Filed with
Post-Effective Amendment No. 11 to Registrant's Registration
Statement, 8/25/93, and incorporated herein by reference.

(ii) Agreement and Plan of Reorganization dated
6/18/92 between Main Street Funds, Inc. - Tax-Free Income Fund and
Oppenheimer Tax-Free Bond Fund: Filed with Post-Effective
Amendment No. 11 to Registrant's Registration Statement, 8/25/93,
and incorporated herein by reference.

(iii) Agreement and Plan of Reorganization dated
8/20/93 between Main Street Funds, Inc. - Government Securities
Fund and Oppenheimer Government Securities Fund: Filed with Post-
Effective Amendment No. 11 to Registrant's Registration Statement,
8/25/93, and incorporated herein by reference.

(10) (i) Opinion and Consent of Counsel dated 2/1/88:
Filed with Registrant's Post-Effective Amendment No. 1, 6/28/88,
and refiled with Post-Effective Amendment No. 14, 9/30/94, pursuant
to Item 102 of Regulation S-T, and incorporated herein by
reference.

(ii) Opinion and Consent of Counsel dated
1/20/89: Filed with Registrant's Post-Effective Amendment No. 4,
10/30/89, and refiled with Post-Effective Amendment No. 14,
9/30/94, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.

(iii) Opinion and Consent of Counsel dated
4/23/90: Filed with Pre-Effective Amendment No. 1 of Main Street
Funds, Inc./California Tax-Exempt Fund (Reg. No. 33-34270), 4/26/90
and refiled with Post-Effective Amendment No. 14, 9/30/94, pursuant
to Item 102 of Regulation S-T, and incorporated herein by
reference.

(11) Independent Auditors' Consent: To be filed by
Amendment.

(12) Not applicable.

(13) (i) Investment Letter dated 12/22/88 from
OppenheimerFunds, Inc. to Registrant: Filed with Registrant's
Post-Effective Amendment No. 3, 1/17/89, and refiled with Post-
Effective Amendment No. 14, 9/30/94, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.

(14) (i) Form of prototype Standardized and Non-
Standardized Profit-Sharing Plans and Money Purchase Plans for
self-employed persons and corporations: Filed with Post-Effective
Amendment No. 15 to the Registration Statement of Oppenheimer
Mortgage Income Fund (Reg. No. 33-6614), 1/19/96, and incorporated
herein by reference.

(ii) Form of Individual Retirement Account Trust
Agreement: Filed with Post-Effective Amendment No. 21 of
Oppenheimer U.S. Government Trust (Reg. No. 2-76645), 8/25/93 and
incorporated herein by reference.

(iii) Form of Tax Sheltered Retirement Plan and
Custody Agreement for employees of public schools and tax-exempt
organizations: Previously filed with Post-Effective Amendment No.
47 of the Registration Statement of Oppenheimer Growth Fund (Reg.
No. 2-45272), 10/21/94, and incorporated herein by reference.

(iv) Form of Simplified Employee Pension IRA:
Previously filed with Post-Effective Amendment No. 15 to the
Registration Statement of Oppenheimer Mortgage Income Fund (Reg.
No. 33-6614), 1/19/95, and incorporated herein by reference.

(v) Form of prototype 401(k) plan: Previously
filed with Post-Effective Amendment No. 7 to the Registration
Statement of Oppenheimer Strategic Income & Growth Fund (Reg. No.
33-47378), 9/28/95, and incorporated herein by reference.

(15) (i) Amended and Restated Service Plan and
Agreement dated 10/25/93 for Class A shares of Oppenheimer Main
Street Income & Growth Fund: Filed with Registrant's Post-
Effective Amendment No. 14, 9/30/94, and incorporated herein by
reference.

(ii) Distribution and Service Plan and Agreement
for Class B shares of Oppenheimer Main Street Income & Growth Fund
dated 10/1/94: Filed with Registrant's Post-Effective Amendment No.
14, 9/30/94, and incorporated herein by reference.

(iii) Distribution and Service Plan and Agreement
for Class C shares of Oppenheimer Main Street Income & Growth Fund
dated 12/1/93: Filed with Registrant's Post-Effective Amendment
No. 14, 9/30/94, and incorporated herein by reference.

(iv) Distribution and Service Plan and Agreement
for Class B shares of Oppenheimer Main Street California Tax-Exempt
Fund dated 2/23/94: Filed with Registrant's Post-Effective
Amendment No. 14, 9/30/94, and incorporated herein by reference.

(16) (i) Performance Computation Schedule for Oppenheimer
Main Street Income & Growth Fund: To be filed by Amendment.

(ii) Performance Computation Schedule for
Oppenheimer Main Street California Tax-Exempt Fund: To be filed by
Amendment.

(17) (i) Financial Data Schedule for Class A Shares
of Oppenheimer Main Street Income & Growth Fund: To be filed by
Amendment.

(ii) Financial Data Schedule for Class B Shares
of Oppenheimer Main Street Income & Growth Fund: To be filed by
Amendment.

(iii) Financial Data Schedule for Class C Shares
of Oppenheimer Main Street Income & Growth Fund: To be filed by
Amendment.

(iv) Financial Data Schedule for Class A Shares
of Oppenheimer Main Street California Tax-Exempt Fund: To be filed
by Amendment.

(v) Financial Data Schedule for Class B Shares
of Oppenheimer Main Street California Tax-Exempt Fund: To be filed
by Amendment.

(18) Oppenheimer Funds Multiple Class Plan dated 10/24/95
pursuant to Rule 18f-3 under the Investment Company Act of 1940:
Filed with Post-Effective Amendment No. 12 to the Registration
Statement of Oppenheimer California Tax-Exempt Fund (Reg. No. 33-
23566), 11/1/95, and incorporated herein by reference.

-- Powers of Attorney (including Certified Board
resolutions): Filed with Post-Effective Amendment No. 11 to
Registrant's Registration Statement, 8/25/93, and incorporated
herein by reference.

Item 25. Persons Controlled by or Under Common Control with
Registrant

None

Item 26. Number of Holders of Securities

Number of Record
Holders as of
October 1, 1996

Oppenheimer Main Street Income &
Growth Fund Class A Shares
Oppenheimer Main Street Income &
Growth Fund Class B Shares
Oppenheimer Main Street Income &
Growth Fund Class C Shares
Oppenheimer Main Street California
Tax-Exempt Fund Class A Shares
Oppenheimer Main Street California
Tax-Exempt Fund Class B Shares

Item 27. Indemnification

Reference is made to paragraph (b) of Section 7 of Article
SEVENTH of Registrant's Articles of Incorporation filed as Exhibit
24(b)(1) hereto.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers and
controlling persons of Registrant pursuant to the foregoing
provisions or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or paid
by a Director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such Director, officer or controlling person, Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.

Item 28. Business and Other Connections of Investment Adviser
-------- ----------------------------------------------------

(a) OppenheimerFunds, Inc. is the investment adviser of the
Registrant; it and certain subsidiaries and affiliates act in the
same capacity to other registered investment companies as described
in Parts A and B hereof and listed in Item 28(b) below.

(b) There is set forth below information as to any other
business, profession, vocation or employment of a substantial
nature in which each officer and director of OppenheimerFunds, Inc.
is, or at any time during the past two fiscal years has been,
engaged for his/her own account or in the capacity of director,
officer, employee, partner or trustee.

<TABLE>
<CAPTION>
Other Business and Connections
with OppenheimerFunds, Inc.
Name & Current Position During the Past Two Years
- ----------------------- ------------------------------
<S> <C>
Mark J.P. Anson,
Vice President Formerly Vice President of Equity Derivatives at Salomon
Brothers, Inc.

Peter M. Antos,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; a Chartered Financial Analyst; Senior Vice President of
HarbourView; prior to March, 1996 he was the senior equity
portfolio manager for the Panorama Series Fund, Inc. (the
"Company") and other mutual funds and pension funds managed by
G.R. Phelps & Co. Inc. ("G.R. Phelps"), the Company's former
investment adviser, which was a subsidiary of Connecticut Mutual
Life Insurance Company; was also responsible for managing the
common stock department and common stock investments of
Connecticut Mutual Life Insurance Co.

Lawrence Apolito,
Vice President None.

Victor Babin,
Senior Vice President None.

Bruce Bartlett,Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; formerly a Vice President and Senior Portfolio Manager
at First of America Investment Corp.

Ellen Batt,
Assistant Vice President None

Kathleen Beichert,
Assistant Vice President Formerly employed by Smith Barney, Inc.

David Bernard, Vice President Previously a Regional Sales Director for Retirement Plan
Services at Charles Schwab & Co., Inc.

Robert J. Bishop,
Vice President Assistant Treasurer of the Oppenheimer Funds (listed below);
previously a Fund Controller for OppenheimerFunds, Inc. (the
"Manager").

George Bowen, Senior Vice
President & Treasurer Treasurer of the New York-based Oppenheimer Funds; Vice
President and Treasurer of the Denver-based Oppenheimer Funds.
Vice President and Treasurer of OppenheimerFunds Distributor,
Inc. (the "Distributor") and HarbourView Asset Management
Corporation ("HarbourView"), an investment adviser subsidiary
of the Manager; Senior Vice President, Treasurer, Assistant
Secretary and a director of Centennial Asset Management
Corporation ("Centennial"), an investment adviser subsidiary of
the Manager; Vice President, Treasurer and Secretary of
Shareholder Services, Inc. ("SSI") and Shareholder Financial
Services, Inc. ("SFSI"), transfer agent subsidiaries of the
Manager; Director and Chief Executive Officer of Multi-Source
Services, Inc.; President, Treasurer and Director of Centennial
Capital Corporation; Vice President and Treasurer of Main Street
Advisers.

Scott Brooks,
Assistant Vice President None.

Susan Burton,
Assistant Vice President Previously a Director of Educational Services for H.D. Vest
Investment Securities, Inc.

Michael A. Carbuto,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; Vice President of Centennial.

Ruxandra Chivu,
Assistant Vice President None.

O. Leonard Darling,
Executive Vice President Formerly Co-Director of Fixed Income for State Street Research
& Management Co.

Robert A. Densen,
Senior Vice President None.

Robert Doll, Jr.,
Executive Vice President
and Director An officer and/or portfolio manager of certain Oppenheimer
funds.

John Doney, Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Andrew J. Donohue,
Executive Vice President,
General Counsel and Director Secretary of the New York-based Oppenheimer Funds; Vice
President and Secretary of the Denver-based Oppenheimer Funds;
Secretary of the Oppenheimer Quest and Oppenheimer Rochester
Funds; Executive Vice President, Director and General Counsel
of the Distributor; President and a Director of Centennial;
formerly Senior Vice President and Associate General Counsel of
the Manager and the Distributor.

George Evans, Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Scott Farrar, Vice President Assistant Treasurer of the New York-based and Denver-based
Oppenheimer funds.

Katherine P. Feld,
Vice President and Secretary Vice President and Secretary of OppenheimerFunds Distributor,
Inc.; Secretary of HarbourView Asset Management Corporation,
Main Street Advisers, Inc. and Centennial Asset Management
Corporation; Secretary, Vice President and Director of
Centennial Capital Corporation.

Ronald H. Fielding,Senior
Vice President; Chairman:
Rochester Division Formerly Chairman of the Board and Director of Rochester Fund
Distributors, Inc. ("RFD"); President and Director of Fielding
Management Company, Inc. ("FMC"); President and Director of
Rochester Capital Advisors, Inc. ("RCAI"); Managing Partner of
Rochester Capital Advisors, L.P.; President and Director of
Rochester Fund Services, Inc. ("RFS"); President and Director
of Rochester Tax Managed Fund, Inc.; an officer, Director and/or
portfolio manager of certain Oppenheimer funds.

John Fortuna,
Assistant Vice President

Jon S. Fossel,
Chairman of the Board Director of OAC, the Manager's parent holding company;
President, CEO and a director of HarbourView; a director of SSI
and SFSI; President, Director, Trustee, and Managing General
Partner of the Denver-based Oppenheimer Funds; President and
Chairman of the Board of Main Street Advisers, Inc.; formerly
Chief Executive Officer of the Manager.
Patricia Foster,
Vice President An officer of certain Oppenheimer funds; Secretary and General
Counsel of Rochester Capital Advisors, L.P. and Secretary of
Rochester Tax Managed Fund, Inc.

Robert G. Galli,
Vice Chairman Trustee of the New York-based Oppenheimer Funds; Vice President
and Counsel of OAC; formerly he held the following positions:
Vice President and a director of HarbourView and Centennial, a
director of SFSI and SSI, an officer of other Oppenheimer Funds.

Linda Gardner,
Assistant Vice President None.

Janelle Gellerman,
Assistant Vice President None.

Jill Glazerman, None.
Assistant Vice President

Ginger Gonzalez,
Vice President, Director of
Marketing Communications Formerly 1st Vice President / Director of Graphic and Print
Communications for Shearson Lehman Brothers.

Mildred Gottlieb,
Assistant Vice President Formerly served as a Strategy Consultant for the Private Client
Division of Merrill Lynch.

Caryn Halbrecht,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; formerly Vice President of Fixed Income Portfolio
Management at Bankers Trust.

Barbara Hennigar, Executive
Vice President and President
and Chief Executive Officer
of OppenheimerFunds Services,
a division of the Manager President and Director of SFSI; President and Chief Executive
Officer of SSI.

Dorothy Hirshman,
Assistant Vice President None.

Alan Hoden, Vice President None.

Merryl Hoffman,
Vice President None.

Scott T. Huebl,
Assistant Vice President None.

Richard Hymes,
Assistant Vice President

Jane Ingalls,
Assistant Vice President Formerly a Senior Associate with Robinson, Lake/Sawyer Miller.

Ronald Jamison,
Vice President Formerly Vice President and Associate General Counsel at
Prudential Securities, Inc.

Frank Jennings,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds. Formerly a Managing Director of Global Equities at Paine
Webber's Mitchell Hutchins division.

Heidi Kagan,
Assistant Vice President None.

Thomas W. Keffer,
Vice President Formerly Senior Managing Director of Van Eck Global.

Avram Kornberg,
Vice President Formerly a Vice President with Bankers Trust.

Paul LaRocco, Vice President An officer and/or portfolio manager of certain Oppenheimer
funds. Formerly a Securities Analyst for Columbus Circle
Investors.

Michael Levine,
Assistant Vice President

Stephen F. Libera,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; a Chartered Financial Analyst; a Vice President of
HarbourView; prior to March, 1996 he was the senior bond
portfolio manager for Panorama Series Fund, Inc., other mutual
funds and pension accounts managed by G.R. Phelps; was also
responsible for managing the public fixed-income securities
department at Connecticut Mutual Life Insurance Co.

Mitchell J. Lindauer,
Vice President None.

Loretta McCarthy,
Executive Vice President None.

Bridget Macaskill, President,
Chief Executive Officer
and Director President, Director and Trustee of the New York-based and the
Denver-based Oppenheimer funds; President and a Director of OAC,
HarbourView and Oppenheimer Partnership Holdings, Inc.; Director
of Main Street Advisers, Inc.; Chairman and Director of SSI.

Timothy Martin,
Assistant Vice President Formerly Vice President, Mortgage Trading, at S.N. Phelps &
Co., Salomon Brothers, and Kidder Peabody.

Sally Marzouk, Vice President None.

Lisa Migan,
Assistant Vice President, None.

Robert J. Milnamow,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds. Formerly a Portfolio Manager with Phoenix Securities
Group.

Denis R. Molleur,
Vice President None.

Kenneth Nadler,
Vice President None.

David Negri, Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Barbara Niederbrach,
Assistant Vice President None.

Robert A. Nowaczyk,
Vice President None.

Robert E. Patterson,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

John Pirie,
Assistant Vice President Formerly a Vice President with Cohane Rafferty Securities, Inc.

Tilghman G. Pitts III,
Executive Vice President Chairman and Director of the Distributor.

Jane Putnam, Vice President An officer and/or portfolio manager of certain Oppenheimer
funds. Formerly Senior Investment Officer and Portfolio Manager
with Chemical Bank.

Russell Read, Vice President Consultant for Prudential Insurance on behalf of the General
Motors Pension Plan.

Thomas Reedy, Vice President An officer and/or portfolio manager of certain Oppenheimer
funds. Formerly a Securities Analyst for the Manager.

David Robertson,
Vice President None.

Adam Rochlin, Vice President Formerly a Product Manager for Metropolitan Life Insurance
Company.

Michael S. Rosen
Vice President; President:
Rochester Division Formerly Vice President of RFS; President and Director of RFD;
Vice President and Director of FMC; Vice President and director
of RCAI; General Partner of RCA; an officer and/or portfolio
manager of certain Oppenheimer funds.

David Rosenberg,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Richard H. Rubinstein,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; formerly Vice President and Portfolio Manager/Security
Analyst for Oppenheimer Capital Corp., an investment adviser.

Lawrence Rudnick,
Assistant Vice President Formerly Vice President of Dollar Dry Dock Bank.

James Ruff,
Executive Vice President None.

Ellen Schoenfeld,
Assistant Vice President None.

Stephanie Seminara,
Vice President Formerly Vice President of Citicorp Investment Services.

Diane Sobin, Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; formerly a Vice President and Senior Portfolio Manager
for Dean Witter InterCapital, Inc.

Richard A. Soper, None.
Assistant Vice President

Nancy Sperte,
Executive Vice President None.

Donald W. Spiro,
Chairman Emeritus Vice Chairman and Trustee of the New York-based Oppenheimer
Funds; formerly Chairman of the Manager and the Distributor.

Arthur Steinmetz,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Ralph Stellmacher,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

John Stoma, Senior Vice
President, Director
Retirement Plans Formerly Vice President of U.S. Group Pension Strategy and
Marketing for Manulife Financial.

Michael C. Strathearn,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; a Chartered Financial Analyst; a Vice President of
HarbourView; prior to March, 1996 he was an equity portfolio
manager for Panorama Series Fund, Inc. and other mutual funds
and pension accounts managed by G.R. Phelps.

James C. Swain,
Vice Chairman of the Board Chairman, CEO and Trustee, Director or Managing Partner of the
Denver-based Oppenheimer Funds; President and a Director of
Centennial; formerly President and Director of OAMC, and
Chairman of the Board of SSI.

James Tobin, Vice President None.

Jay Tracey, Vice President Vice President of the Manager; Vice President and Portfolio
Manager of Oppenheimer Discovery Fund, Oppenheimer Global
Emerging Growth Fund and Oppenheimer Enterprise Fund. Formerly
Managing Director of Buckingham Capital Management.

Gary Tyc, Vice President,
Assistant Secretary and
Assistant Treasurer Assistant Treasurer of the Distributor and SFSI.

Ashwin Vasan, Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Valerie Victorson,
Vice President None.

Dorothy Warmack,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds.

Jerry A. Webman,
Senior Vice President Director of New York-based tax-exempt fixed income
Oppenheimer Funds; Formerly Managing Director and Chief Fixed
Income Strategist at Prudential Mutual Funds.

Christine Wells,
Vice President None.

Kenneth B. White,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; a Chartered Financial Analyst; Vice President of
HarbourView; prior to March, 1996 he was an equity portfolio
manager for Panorama Series Fund, Inc. and other mutual funds
and pension funds managed by G.R. Phelps.

William L. Wilby,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; Vice President of HarbourView.

Carol Wolf, Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; Vice President of Centennial; Vice President, Finance and
Accounting and member of the Board of Directors of the Junior
League of Denver, Inc.

Robert G. Zack,
Senior Vice President and
Assistant Secretary Associate General Counsel of the Manager; Assistant Secretary
of the Oppenheimer Funds; Assistant Secretary of SSI, SFSI; an
officer of other Oppenheimer Funds.

Arthur J. Zimmer,
Vice President An officer and/or portfolio manager of certain Oppenheimer
funds; Vice President of Centennial.
</TABLE>

The Oppenheimer Funds include the New York-based Oppenheimer
Funds, the Denver-based Oppenheimer Funds, and the Rochester-based
Oppenheimer Funds, set forth below:

New York-based Oppenheimer Funds
- --------------------------------
Oppenheimer Asset Allocation Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Tax-Exempt Trust
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest for Value Funds
Oppenheimer Series Fund, Inc.
Oppenheimer Target Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund

Denver-based Oppenheimer Funds
- ------------------------------
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Tax-Exempt Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.

Rochester-based Oppenheimer Funds
- ---------------------------------
Bond Fund Series - Oppenheimer Bond Fund For
Growth
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term
New York Municipal Fund

The address of OppenheimerFunds, Inc., the New York-based
Oppenheimer Funds, OppenheimerFunds Distributor, Inc., HarbourView
Asset Management Corp., Oppenheimer Partnership Holdings, Inc., and
Oppenheimer Acquisition Corp. is Two World Trade Center, New York,
New York 10048-0203.

The address of the Denver-based Oppenheimer Funds,
Shareholder Financial Services, Inc., Shareholder Services, Inc.,
OppenheimerFunds Services, Centennial Asset Management Corporation,
Centennial Capital Corp., Oppenheimer Real Asset Management, Inc.,
and Main Street Advisers, Inc. is 3410 South Galena Street, Denver,
Colorado 80231.

The address of the Rochester-based funds is 350 Linden
Oaks, Rochester, New York 14625-2807.

Item 29. Principal Underwriter
- -------- ---------------------

(a)OppenheimerFunds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the Distributor of each of the
other registered open-end investment companies for which
OppenheimerFunds, Inc. is the investment adviser, as described in
Part A and B of this Registration Statement and listed in Item
28(b) above.

(b)The directors and officers of the Registrant's principal
underwriter are:

<TABLE>
<CAPTION> Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
- ---------------- ------------------- -------------
<S> <C> <C>
Susan P. Bader ++ Assistant Vice President None

Christopher Blunt Vice President None
38954 Plumbrook Drive
Farmington Hills, MI 48331

George Clarence Bowen+ Vice President & Treasurer Vice President and
Treasurer of the
NY-based Oppenheimer
funds/Vice President,
Secretary and Treasurer
of the Denver-based
Oppenheimer funds

Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066

Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825

Maryann Bruce* Senior Vice President - None
Director - Financial
Institution Div.

Robert Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921

Ronald T. Collins Vice President None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030

Bill Coughlin Vice President None
3425 1/2 Irving Avenue So.
Minneapolis, MN 55408

Mary Crooks+ Senior Vice President None

Paul Delli-Bovi Vice President None
750 W. Broadway
Apt. 5M
Long Beach, NY 11561

E. Drew Devereaux ++ Assistant Vice President None

Andrew John Donohue* Executive Vice Secretary of the
President, General New York-based
Counsel and Director Oppenheimerfunds/
Vice President of
the Denver-based
Oppenheimer funds

Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753

Kent Elwell Vice President None
41 Craig Place
Cranford, NJ 07016

John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422

Katherine P. Feld* Vice President & Secretary None

Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697

Ronald H. Fielding++ Vice President; Chairman:
Rochester Division None

Reed F. Finley Vice President - None
320 E. Maple, Ste. 254 Financial Institution Div.
Birmingham, MI 48009

Wendy Fishler* Vice President - None
Financial Institution Div.

Ronald R. Foster Senior Vice President None
139 Avant Lane
Cincinatti, OH 45249

Patricia Gadecki Vice President None
3906 Americana Drive
Tampa, FL 3334

Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277

Mark Giles Vice President - None
5506 Bryn Mawr Financial Institution Div.
Dallas, TX 75209

Ralph Grant* Vice President/National None
Sales Manager - Financial
Institution Div.

Sharon Hamilton Vice President None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277

Carla Jiminez Vice President None
111 Rexford Court
Summerville, SC 29485

Mark D. Johnson Vice President None
7512 Cromwell Dr. Apt 1
Clayton, MO 63105

Michael Keogh* Vice President None

Richard Klein Vice President None
4011 Queen Avenue South
Minneapolis, MN 55410

Ilene Kutno* Vice President - None
Director - Regional Sales

Wayne A. LeBlang Senior Vice President - None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069

Dawn Lind Vice President - None
7 Maize Court Financial Institution Div.
Melville, NY 11747

James Loehle Vice President None
30 John Street
Cranford, NJ 07016

John McDonough Vice President None
P.O. Box 760
50 Riverview Road
New Castle, NH 03854

Laura Mulhall* Senior Vice President - None
Director of Key Accounts

Timothy G. Mulligan ++ Vice President None

Charles Murray Vice President None
50 Deerwood Drive
Littleton, CO 80127

Wendy Murray Vice President None
114-B Larchmont Acres West
Larchmont, NY 10538

Joseph Norton Vice President None
2518 Fillmore Street
Apt. 1
San Francisco, CA 94115

Patrick Palmer Vice President None
958 Blue Mountain Cr.
West Lake Village, CA 91362

Randall Payne Vice President - None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226

Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672

Charles K. Pettit Vice President None
22 Fall Meadow Dr.
Pittsford, NY 14534

Bill Presutti Vice President None
1777 Larimer St. #807
Denver, CO 80202

Tilghman G. Pitts, III* Chairman & Director None

Elaine Puleo* Vice President - None
Financial Institution Div.,
Director -
Key Accounts

Minnie Ra Vice President - None
0895 Thirty-First Ave. Financial Institution Div.
Apt. 4
San Francisco, CA 94121

Michael Raso Vice President None
30 Hommocks Road
Apt. 30
Larchmont, NY 10538

John C. Reinhardt ++ Vice President None

Ian Robertson Vice President None
4204 Summit Way
Marietta, GA 30066

Michael S. Rosen++ Vice President, President:
Rochester Division None

Kenneth Rosenson Vice President None
3802 Knickerbocker Place
Apt. 3D
Indianapolis, IN 46240

James Ruff* President None

Timothy Schoeffler Vice President None
1717 Fox Hall Road
Wasington, DC 20007

Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259

Michael Sciortino Vice President None
785 Beau Chene Dr.
Mandeville, LA 70448

Robert Shore Vice President - None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677

Peggy Spilker ++ Vice President None

Michael Stenger Vice President None
c/o America Building
30 East Central Pkwy
Suite 1008
Cincinnati, OH 45202

George Sweeney Vice President None
1855 O'Hara Lane
Middletown, PA 17057

Scott McGregor Tatum Vice President None
7123 Cornelia Lane
Dallas, TX 75214

David G. Thomas Vice President - None
111 South Joliet Circle Financial Institution Div.
#304
Aurora, CO 80112

Philip Trimble Vice President None
2213 West Homer
Chicago, IL 60647

Gary Paul Tyc+ Assistant Treasurer None

Mark Stephen Vandehey+ Vice President None

Gregory K. Wilson Vice President None
2 Side Hill Road
Westport, CT 06880
</TABLE>

* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
++ 350 Linden Oaks, Rochester, NY 14625-2807 (the "Rochester
Division")

Item 30. Location of Accounts and Records

The accounts, books and other documents required to be
maintained by Registrant pursuant to Section 31(a) of the
Investment Company Act of 1940 and rules promulgated thereunder are
in the possession of OppenheimerFunds, Inc. at its offices at 3410
South Galena Street, Denver, Colorado 80231.

Item 31. Management Services

Not applicable.

Item 32. Undertaking

(a) Not applicable.

(b) Not applicable.

Pursuant to the requirements of the Securities Act of 1933
and/or the Investment Company Act of 1940, the Registrant certifies
that it meets all the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Denver and State of Colorado on the 30th day of
August, 1996.

OPPENHEIMER MAIN STREET FUNDS, INC.

By: /s/ James C. Swain*
----------------------------------
James C. Swain, Chairman

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ James C. Swain* Chairman of the
- ------------------ Board of Directors August 30, 1996
James C. Swain and Chief Executive
Officer

/s/ Bridget A. Macaskill* President and
- -------------------- Director August 30, 1996
Bridget A. Macaskill

/s/ George C. Bowen* Chief Financial
- ------------------- and Accounting August 30, 1996
George C. Bowen Officer

/s/ Robert G. Avis* Director August 30, 1996
- ------------------
Robert G. Avis

/s/ William A. Baker* Director August 30, 1996
- --------------------
William A. Baker

/s/ Charles Conrad, Jr.* Director August 30, 1996
- -----------------------
Charles Conrad, Jr.

/s/ Jon S. Fossel* Director August 30, 1996
- --------------------
Jon S. Fossel

/s/ Sam Freedman* Director August 30, 1996
- --------------------
Sam Freedman
/s/ Raymond J. Kalinowski* Director August 30, 1996
- -------------------------
Raymond J. Kalinowski

/s/ C. Howard Kast* Director August 30, 1996
- ------------------
C. Howard Kast

/s/ Robert M. Kirchner* Director August 30, 1996
- ----------------------
Robert M. Kirchner

/s/ Ned M. Steel* Director August 30, 1996
- ----------------
Ned M. Steel

*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>