OPPENHEIMER MAIN STREET FUNDS INC
497, 1997-10-30
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            OPPENHEIMER MAIN STREET CALIFORNIA MUNICIPAL FUND
                Supplement dated October 27, 1997 to the
                    Prospectus dated November 1, 1996

The Prospectus is changed as follows:

     1. The "Shareholder Transaction Expenses" table and the paragraph following
it on page 3 are replaced with the following:

Annual Fund Operating Expenses (as a Percentage of Average Net Assets):

                                        Class A         Class B
                                        Shares          Shares
- -------------------------------------------------------------------------------
Management Fees (with expense waiver)   .40%             .40%
- -------------------------------------------------------------------------------
12b-1 Plan Fees                         None            1.00%
- -------------------------------------------------------------------------------
Other Expenses                          .18%             .20%
- -------------------------------------------------------------------------------
Total Fund Operating Expenses           .58%            1.60%

     The  numbers in the chart  above are  projections  of the  Fund's  business
expenses  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. Under the Investment  Advisory Agreement the
Fund  pays the  Manager  Management  Fees,  at the  annual  rate of 0.55% of net
assets. Pursuant to the Agreement,  the Manager has agreed to waive a portion of
the fee when the Fund's net assets are less than $100 million  dollars.  The fee
rate,  reflecting this waiver,  is 0.40% when net assets are $75 million or more
but less than $100  million,  0.25% when net assets are $50  million or more but
less than $75  million,  0.15% when net assets are $25  million or more but less
than $50 million,  and 0% when net assets are less than $25 million. The Manager
has  voluntarily  undertaken to continue to waive those expenses over 0.40% when
the net  assets  of the Fund  exceed  $100  million.  Without  that  waiver  the
Management  Fee would have been 0.55% for each class of shares  after the Fund's
total net assets exceed $100  million.  The "12b-1  Distribution  Plan Fees" for
Class B shares are the  Distribution  and Service Plan Fees (Service Plan fee of
0.25%) and


<PAGE>


the  asset-based  sales charge of 0.75%.  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  amount of the assets
represented by each class of shares

     2. The first paragraph of the section  entitled "Fees and Expenses" on page
20 is replaced with the following:

o Fees and Expenses.  Under the Investment  Advisory Agreement the Fund pays the
Manager  monthly,  at the annual  rate of 0.55% of net  assets.  Pursuant to the
Agreement,  the Manager has agreed to waive a portion of the fee when the Fund's
net assets are less than $100 million  dollars.  The fee rate,  reflecting  this
waiver,  is 0.40%  when net  assets  are $75  million or more but less than $100
million,  0.25%  when net  assets  are $50  million  or more  but less  than $75
million,  0.15%  when net  assets  are $25  million  or more  but less  than $50
million,  and 0% when net  assets are less than $25  million.  The  Manager  has
voluntarily  undertaken to continue to waive those  expenses over 0.40% when the
net assets of the Fund exceed $100 million dollars. When asset level breakpoints
are reached, the fee applies to total net assets of the Fund, not only to assets
in excess of such  breakpoint.  The Fund's  management  fee for its fiscal years
ended June 30, 1996 and August 31, 1996 was 0.40% of average annual net assets.


October 27, 1997                                                PSO725.009





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