OPPENHEIMER MAIN STREET GROWTH & INCOME FUND
                   Supplement dated January 7, 1999 to the
                       Prospectus dated December 22, 1998

The Prospectus is changed as follows:

1.    The  heading  in the third  table on page 7 is hereby  revised  to read as
      follows:
      "If shares are not redeemed:"





























January 7, 1999                                               PS0700.019



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