OPPENHEIMER MAIN STREET FUNDS INC
497, 2000-09-07
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                 OPPENHEIMER MAIN STREET CALIFORNIA MUNICIPAL FUND
                    Supplement dated September 7, 2000 to the
                       Prospectus dated December 22, 1999

The Prospectus is changed as follows:

1.    The supplement dated July 26, 2000 is replaced with this supplement.

2.   The third paragraph under the heading: "How the Fund is Managed" on Page
     11 of the prospectus is revised as follows.

      Portfolio  Managers.  The  Portfolio  Managers  of the  Fund  are  Jerry
      Webman and Merrell  Hora.  Mr. Webman is Senior Vice  President,  Senior
      Investment  Officer and Director of the Fixed Income  Department  of the
      Manager.  Mr. Hora is an Assistant Vice President and Portfolio  Manager
      of the Manager.  They are the persons  principally  responsible  for the
      day-to-day  management  of the Fund's  portfolio,  and became the Fund's
      Portfolio Managers on August 28, 2000.

      Prior  to  joining  the  Manager  in  February  1996,  Mr.  Webman  was  a
      Vice-President and portfolio manager at Prudential Investment  Corporation
      from November 1990. Mr. Hora became a Portfolio  Manager of the Manager in
      August 2000. He was Senior  Quantitative  Analyst for the Manager's  Fixed
      Income Department's Quantitative Analysis Team from July 1998 until August
      2000. Before joining the Manager in July 1998, Mr. Hora was a quantitative
      analyst for Access Financial,  a subsidiary of Cargill Financial  Services
      Group,  in 1997 and was a  teaching  assistant,  instructor  and  research
      assistant at the University of Minnesota from 1991 to 1998.

3.    On February 29, 2000,  the Board of Directors of  Oppenheimer  Main Street
      Funds, Inc. on behalf of Main Street  California  Municipal Fund approved,
      subject to the approval by shareholders of the Fund, an Agreement and Plan
      of Reorganization (the "Plan") with Oppenheimer  California Municipal Fund
      pursuant to which the Fund would be reorganized  with and into Oppenheimer
      California  Municipal Fund. A proxy statement will be sent to shareholders
      of the Fund.

4.    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.




Continued on next page


<PAGE>



5.    The second sentence of the first paragraph in the section  entitled "Class
      A  Contingent  Deferred  Sales  Charge"  on page 17 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).































September 7, 2000                                             PS0725.017


<PAGE>


                 OPPENHEIMER MAIN STREET CALIFORNIA MUNICIPAL FUND
                    Supplement dated September 7, 2000 to the
            Statement of Additional Information dated December 22, 1999

The Statement of Additional Information is changed as follows:

1. The section  entitled  "Directors and Officers of the Fund" has the following
change on page 31. Delete Christian Smith and add the following  biographies for
Jerry A. Webman and Merrell Hora.

     Jerry A. Webman, Portfolio Manager, Age: 50.
Two World Trade Center, New York, New York 10048-0203
Senior Vice  President  and  Senior  Investment  Officer of the  Manager  (since
     February 1996) and of HarbourView Asset Management  Corporation  (since May
     1999); before joining the Manager in February 1996, he was a Vice-President
     and portfolio manager with Prudential Mutual Funds - Investment  Management
     Inc. (March 1986 - February 1996).

    Merrell Hora, Portfolio Manager, Age: 32.
Two World Trade Center, New York, New York 10048-0203
Assistant Vice President of the Manager (since July 1998);  Portfolio Manager of
    the Manager since August 2000, Senior Quantitative Analyst for the Manager's
    Fixed Income  Department's  Quantitative  Analysis Team from July 1998 until
    August 2000; prior to joining the Manager in July 1998 he was a quantitative
    analyst with a subsidiary of the Cargill  Financial  Services Group (January
    1997 - September 1997) and was a teaching assistant, instructor and research
    assistant at the University of Minnesota from which he obtained his Ph.D. in
    Economics.





September 7, 2000                                                   PX0725.006




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