OPPENHEIMER MAIN STREET FUNDS INC
497, 1998-05-19
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              OPPENHEIMER MAIN STREET INCOME & GROWTH FUND
                  Supplement dated May 15, 1998 to the
                    Prospectus dated December 8, 1997

The  Supplement  to the  Prospectus  dated  April 20,  1998 is  replaced  in its
entirety  and the  Prospectus  dated  December  8, 1997 is  changed  as  follows
effective June 1, 1998:

1. Footnote number 1 under the table entitled "Shareholder Transaction Expenses"
on page 3 is modified to read as follows:

      (1) If you  invest $1  million  or more  ($500,000  or more for  purchases
      "Retirement  Plans" as  defined  in  "Class A  Contingent  Deferred  Sales
      Charge" on page 31) 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 -- Buying Class A Shares," below.

2. The fourth and fifth sentences of the sub-section  captioned "Who Manages the
Fund" in "A Brief Overview of the Fund" on page 6 are revised as follows:

      Effective April 20, 1998, the Fund's portfolio managers are Charles Albers
      and  Nikolaos  Monoyios,  who are  employed by the  Manager.  They are the
      individuals   primarily  responsible  for  the  selection  of  the  Fund's
      securities.

3. The sub-section captioned "Portfolio Manager" in "How the Fund is Managed-The
Manager and Its Affiliates" on page 21 is revised as follows:

     Effective April 20, 1998, the Fund's portfolio  managers are Charles Albers
     and Nikolaos Monoyios.  Mr. Albers is the lead portfolio manager.  They are
     the individuals  principally  responsible for the day-to-day  management of
     the Fund's  portfolio.  Messrs.  Albers and Monoyios are Vice Presidents of
     the Fund,  Mr.  Albers is a Senior  Vice  President  of the Manager and Mr.
     Monoyios is a Vice President of the Manager.  Prior to joining the Manager,
     Messrs.  Albers and Monoyios were portfolio  managers at Guardian  Investor
     Services  (since 1972 and 1979,  respectively),  the investment  management
     subsidiary of The Guardian life Insurance Company.

4. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 26 is modified to read as
follows:

      If you  purchase  Class A shares as part of an  investment  of at least $1
      million  ($500,000  for  Retirement  Plans)  in  shares  of  one  or  more
      Oppenheimer  funds,  you will not pay an initial sales charge,  but if you
      sell any of those shares  within 18 months of buying  them,  you may pay a
      contingent deferred sales charge, described below.
                                                                  [over]


<PAGE>



5. The first  sub-paragraph of the section entitled "Buying Class A Shares-Class
A Contingent Deferred Sales Charge" on page 32 is modified to read as follows:

            o Purchases by a Retirement  Plan qualified under section 401(a) or
      401(k) of the Internal  Revenue Code if the Retirement Plan has total plan
      assets of $500,000 or more;

6. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent  Deferred Sales Charge" on page 31 are
modified to read as follows:

      If you redeem any Class A shares subject to the contingent  deferred sales
      charge  described  above 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.  (A different holding period may apply to shares purchased prior
      to June 1, 1998.)

7. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares-Class A Contingent  Deferred Sales Charge" on page 32 is modified
to read as follows:

      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  contingent  deferred  sales charge will apply.  (A different  holding
      period may apply to shares purchased prior to June 1, 1998.)

8. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 32 is
hereby deleted.

9. The  following  sub-paragraphs  under  the  heading  "Waivers  of the Class A
Contingent  Deferred  Sales  Charge  for  Certain  Redemptions"  of the  section
entitled "Waivers of Class A Sales Charges" on page 35 are deleted:

            o if, at the time of purchase of shares (if  purchased  prior to May
      1, 1997) the dealer  agreed in writing to accept the  dealer's  portion of
      the sales commission in installments of 1/18th of the commission per month
      (and no further  commission  will be  payable  if the shares are  redeemed
      within 18 months of purchase);

            o if, at the time of  purchase  of shares (if  purchased  during the
      period May 1, 1997 through December 31, 1997) the dealer agreed in writing
      to accept the dealer's  portion of the sales commission in installments of
      1/12th of the  commission  per month  (and no further  commission  will be
      payable if the shares are redeemed within 12 months of purchase);



<PAGE>


10. The  following  paragraph is added on page 41 directly  below the  paragraph
titled, "Shareholder Transactions by Fax:"

      OppenheimerFunds  Internet Web Site. Information about the Fund, including
      your  account  balance,  daily  share  prices,  market and Fund  portfolio
      information, may be obtained by visiting the OppenheimerFunds Internet Web
      Site at the following  Internet address:  http://www.oppenheimerfunds.com.
      Additionally,  certain  account  transactions  may  be  requested  by  any
      shareholder  listed in the  registration  on an  account as well as by the
      dealer  representative  of record,  through a special  section of that Web
      Site.  To access  that  section  of the Web Site you must  first  obtain a
      personal   identification  number  ("PIN")  by  calling   OppenheimerFunds
      PhoneLink at  1-800-533-3310.  If you do not wish to have Internet account
      transactions capability for your account, please call our customer service
      representatives  at  1-800-525-7048.  To find out more  information  about
      Internet transactions and procedures, please visit the Web Site.

























May 15, 1998                                                  PS0700.018



<PAGE>


                 OPPENHEIMER MAIN STREET INCOME & GROWTH FUND
                     Supplement dated May 15, 1998 to the
          Statement of Additional Information dated December 8, 1997

The supplement to the Statement of Additional  Information  dated April 22, 1998
is replaced in its entirety and the  Statement of Additional  Information  dated
December 8, 1997 is changed as follows effective June 1, 1998:

1. The biography for Robert Milnamow on page 17 is deleted.

2. The following biographies are added to page 17 as follows:

      Charles Albers, Vice President and Portfolio Manager; Age 57
      Two World Trade Center, New York, New York 10048-0203
      Senior Vice  President of the Manager  (since  April,  1998);  a Certified
      Financial  Analyst;  previously a Vice President and portfolio manager for
      Guardian Investor Services,  the investment  management  subsidiary of The
      Guardian Life Insurance Company (since 1972).

      Nikolaos D.  Monoyios,  Vice President and Portfolio  Manager;  Age 48 Two
      World Trade Center,  New York, New York  10048-0203  Vice President of the
      Manager (since April, 1998); a Certified  Financial Analyst;  previously a
      Vice President and portfolio manager for Guardian Investor  Services,  the
      investment  management  subsidiary of The Guardian Life Insurance  Company
      (since 1979).

3. The  following  paragraph  is added after the first  paragraph of the section
captioned, "The Manager and Its Affiliates" on page 20:

      The  Portfolio  Managers  of the  Fund are  Charles  Albers  and  Nikolaos
      Monoyios, who are principally responsible for the day to day management of
      the  Fund's  portfolio.  Messrs.  Albers  and  Monoyios'  backgrounds  are
      described in the Prospectus  under  "Portfolio  Manager." Other members of
      the Manager's  Equity and Fixed Income Portfolio  Departments  provide the
      portfolio  managers  with  counsel  and  support  in  managing  the Fund's
      portfolio.

4. The third  sentence of the fourth  paragraph in the section  entitled "How To
Exchange Shares" on page 41 is revised to read as follows:

      However,  if you redeem  Class A shares of the Fund that were  acquired by
      exchange of Class A shares of other Oppenheimer funds purchased subject to
      a Class A contingent  deferred sales charge within 18 months of the end of
      the calendar  month of the 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).  (A
      different  holding period may apply to shares  purchased  prior to June 1,
      1998.)

May 15, 1998                                                        PX0700.007


<PAGE>



            OPPENHEIMER MAIN STREET CALIFORNIA MUNICIPAL FUND
                  Supplement dated May 15, 1998 to the
                    Prospectus dated December 8, 1997

The Prospectus is changed as follows effective June 1, 1998:

1. Footnote number 1 under the table entitled "Shareholder Transaction Expenses"
on page 3 is modified to read as follows:

      (1) If you invest $1  million  or more 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- Buying Class A Shares," below.

2. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 24 is modified to read as
follows:

      If you  purchase  Class A shares as part of an  investment  of at least $1
      million 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,  described
      below.

3. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent  Deferred Sales Charge" on page 28 are
modified to read as follows:

      If you redeem any Class A shares subject to the contingent  deferred sales
      charge  described  above 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.  (A different holding period may apply to shares purchased prior
      to June 1, 1998.)

4. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares-Class A Contingent  Deferred Sales Charge" on page 29 is modified
to read as follows:

      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  contingent  deferred  sales charge will apply.  (A different  holding
      period may apply to shares purchased prior to June 1, 1998.)

                                                                  [over]


<PAGE>


5. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 29 is
hereby deleted.

6. The  following  sub-paragraphs  under  the  heading  "Waivers  of the Class A
Contingent  Deferred  Sales  Charge  for  Certain  Redemptions"  of the  section
entitled "Waivers of Class A Sales Charges" on page 31 are deleted:

            o if, at the time of purchase  of shares  (prior to May 1, 1997) the
      dealer  agreed in  writing  to accept  the  dealer's  portion of the sales
      commission 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

            o if, at the time of  purchase  of shares  (on or after May 1, 1997)
      the dealer  agreed in writing to accept the dealer's  portion of the sales
      commission in  installments  of 1/12th of the commission per month (and no
      further  commission  will be payable if the shares are redeemed  within 12
      months of purchase).

7. The  following  paragraph  is added on page 42 directly  above the  paragraph
titled, "Automatic Withdrawal and Exchange Plan."

      OppenheimerFunds  Internet Web Site. Information about the Fund, including
      your  account  balance,  daily  share  prices,  market and Fund  portfolio
      information, may be obtained by visiting the OppenheimerFunds Internet Web
      Site at the following  Internet address:  http://www.oppenheimerfunds.com.
      Additionally,  certain  account  transactions  may  be  requested  by  any
      shareholder  listed in the  registration  on an  account as well as by the
      dealer  representative  of record,  through a special  section of that Web
      Site.  To access  that  section  of the Web Site you must  first  obtain a
      personal   identification  number  ("PIN")  by  calling   OppenheimerFunds
      PhoneLink at  1-800-533-3310.  If you do not wish to have Internet account
      transactions capability for your account, please call our customer service
      representatives  at  1-800-525-7048.  To find out more  information  about
      Internet transactions and procedures, please visit the Web Site.









May 15, 1998                                                  PS0725.010


<PAGE>


               OPPENHEIMER MAIN STREET CALIFORNIA MUNICIPAL FUND
                     Supplement dated May 15, 1998 to the
          Statement of Additional Information dated December 8, 1997

The Statement of Additional  Information is changed as follows effective June 1,
1998:

      The sixth sentence of the third paragraph in the section  entitled "How To
Exchange Shares" on pages 44 and 45 is revised to read as follows:

      However,  if you redeem  Class A shares of the Fund that were  acquired by
      exchange of Class A shares of other Oppenheimer funds purchased subject to
      a Class A contingent  deferred sales charge within 18 months of the end of
      the calendar  month of the 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).  (A
      different  holding period may apply to shares  purchased  prior to June 1,
      1998.)





























May 15, 1998                                                        PX0725.004




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