OPPENHEIMER MAIN STREET FUNDS INC
497, 1999-05-11
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                 OPPENHEIMER MAIN STREET GROWTH & INCOME FUND
                     Supplement dated April 27, 1999 to the
                       Prospectus dated December 22, 1998

This Supplement to the Prospectus  replaces the Supplement dated January 7, 1999
and changes the Prospectus as follows:

1.    The  heading  in the third  table on page 7 is hereby  revised  to read as
      follows:

         If shares are not redeemed:

2.    The first and second sentences of the subsection  entitled  "Dividends" on
      page 30 are revised to read as follows:

         The Fund  intends to  declare  dividends  separately  for each class of
         shares from net  investment  income  annually  and to pay  dividends to
         shareholders in December on a date selected by the Board of Directors.





















April 27, 1999                                                PS0700.020




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