OPPENHEIMER MAIN STREET FUNDS INC
497, 1999-03-05
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              OPPENHEIMER MAIN STREET CALIFORNIA MUNICIPAL FUND
                  Supplement dated February 23, 1999 to the
                       Prospectus dated December 22, 1999

The Prospectus is changed as follows:

   1. The last sentence of the third paragraph in the section 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.

   2. 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.




















February 23, 1999                                             PS0725.011


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