OPPENHEIMER MAIN STREET FUNDS INC
497, 1999-08-24
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              OPPENHEIMER MAIN STREET CALIFORNIA MUNICIPAL FUND
                   Supplement dated August 23, 1999 to the
                       Prospectus dated December 22, 1998

The Prospectus is changed as follows:


1. The supplement dated February 23, 1999 is replaced by this supplement.

2. The last  sentence of the paragraph  entitled  "Floating  Rate/Variable  Rate
Obligations" on page 10 is modified to read as follows:

          The Fund will not invest more than 20% of its total  assets in inverse
          floaters.

3. The  third  sentence  of the  paragraph  entitled  "Illiquid  and  Restricted
Securities" on page 11 is modified to read as follows:

         The Fund will not invest  more than 15% of its net  assets in  illiquid
         securities.

4. The second sentence of the first  paragraph in the section  entitled "Class A
Contingent Deferred Sales Charge" on page 18 is revised to read as follows:

         The Distributor  pays dealers of record  commissions in an amount equal
         to 0.50% of  purchases  of $1 million or more other than by  retirement
         accounts.



August 23, 1999                                 PSO725.012



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