OPPENHEIMER MAIN STREET FUNDS INC
497, 2000-06-29
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                 OPPENHEIMER MAIN STREET CALIFORNIA MUNICIPAL FUND
                      Supplement dated June 29, 2000 to the
                       Prospectus dated December 22, 1999

The Prospectus is changed as follows:

1.    The supplement dated April 11, 2000 is replaced with this supplement.

2.    Effective April 1, 2000, the Manager withdrew its voluntary undertaking to
      limit its management fees to a maximum annual rate of 0.40%.  Accordingly,
      the last three sentences in the paragraph under the table entitled "Annual
      Fund Operating Expenses" on page 6 are removed.

3.    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  plans,
      which are not permitted in the Fund).












June 30, 2000                                                     PS0725.015




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