<PAGE>
OPPENHEIMER CASH RESERVES
Supplement dated July 14, 1995 to the
Prospectus dated April 25, 1995
The Prospectus is amended as follows:
1. The supplement dated April 25, 1995 is replaced by this supplement.
2. The first four paragraphs on the cover page are deleted and replaced
with the following:
Oppenheimer Cash Reserves (the "Fund") is a "money-market"
mutual fund that seeks, as its investment objective, the maximum
current income that is consistent with stability of principal.
The Fund seeks to achieve this objective by investing in money
market securities meeting specified quality standards. See
"Investment Objectives and Policies."
An investment in the Fund is neither insured nor guaranteed
by the U.S. Government. While the Fund seeks to maintain a
stable net asset value of $1.00 per share of each class, there
can be no assurance that it will be able to do so.
This Prospectus explains concisely what you should know
before investing in the Fund. Please read this Prospectus
carefully and keep it for future reference. You can find more
detailed information about the Fund in the April 25, 1995,
Statement of Additional Information. For a free copy, call
Oppenheimer Shareholder Services, the Fund's Transfer Agent, at
1-800-525-7048, or write to the Transfer Agent at the address
on the back cover. The Statement of Additional Information has
been filed with the Securities and Exchange Commission and is
incorporated into this Prospectus by reference (which means that
it is legally part of this Prospectus).
3. The section captioned "Class B Shares" on page 19 is amended by
deleting the first sentence and adding the following in its place:
Class B shares may be acquired at net asset value per share only
by exchange of Class B shares of other OppenheimerFunds, except
that direct purchases are permitted in certain cases, described
below. Class B shares may be purchased directly only by plan
administrators or plan sponsors on behalf of participants in
OppenheimerFunds prototype 401(k) plans. On direct purchases
of the Fund's Class B shares, the Distributor pays sales
commissions of 3.00% of the purchase price to dealers from its
own resources at the time of sale.
4. The first paragraph of the section entitled "Waivers of Class B Sales
Charge" on page 19 is amended by replacing the introductory phrase of
that paragraph with the sentences below and adding a new subparagraph at
the end of that paragraph as follows:
-- Waivers of Class B Sales Charge. The Class B contingent
deferred sales charge will not be applied to shares purchased
in certain types of transactions nor will it apply to Class B
shares redeemed in certain circumstances as described below. The
reasons for this policy are in "Reduced Sales Charges" in the
Statement of Additional Information.
Waivers for Redemptions of Shares in Certain Cases. The
Class B contingent deferred sales charge will be waived for
redemptions of shares in the following cases:
. . . .
(5) for distributions from OppenheimerFunds prototype
401(k) plans (a) for hardship withdrawals; (b) under a Qualified
Domestic Relations Order, as defined in the Internal Revenue
Code; (c) to meet minimum distribution requirements as defined
in the Internal Revenue Code; (d) to make "substantially equal
periodic payments" as described in Section 72(t) of the Internal
Revenue Code; or (e) for separation from service.
5. The section captioned "Class C Shares" on page 21 is amended by
deleting the first sentence and adding the following in its place:
Class C shares may be acquired at net asset value per share only
by exchange of Class C shares of other OppenheimerFunds, except
that direct purchases are permitted in certain cases, described
below. Class C shares may be purchased directly only by plan
administrators or plan sponsors on behalf of participants in
OppenheimerFunds prototype 401(k) plans. On direct purchases
of the Fund's Class C shares, the Distributor pays sales
commissions of 1.00% of the purchase price to dealers from its
own resources at the time of sale.
6. The section captioned "Reinvestment Privilege" on page 23 is amended
by deleting that section and replacing it with the following:
Reinvestment Privilege. If you redeem some or all of your Class
A or B shares of the Fund, you have up to 6 months to reinvest
all or part of the redemption proceeds in Class A shares of the
Fund or other OppenheimerFunds without paying a sales charge.
This privilege applies to Class A shares that you purchased by
exchanging shares from another OppenheimerFunds account on which
you already paid a sales charge, or Class B shares on which you
paid a contingent deferred sales charge when you redeemed them.
It does not apply to Class C shares. You must be sure to ask
the Distributor for this privilege when you send your payment.
Please consult the Statement of Additional Information for more
details.
7. The section entitled "Retirement Plans" on page 23 the following is
added to the list of plans offered by the Distributor:
- 401(k) prototype retirement plans for businesses.
8. The section captioned "Checkwriting" on page 25 is amended by adding
the following to the end of the first paragraph:
If you previously signed a signature card to establish
Checkwriting in one of the other OppenheimerFunds, you may call
1-800-525-7048 to request Checkwriting for an account in this
Fund that has the same registration as that other fund account.
July 14, 1995 PS0760.003
<PAGE>
OPPENHEIMER CASH RESERVES
Supplement dated July 14, 1995 to the
Statement of Additional Information dated April 25, 1995
The Statement of Additional Information is amended as follows:
1. In the section entitled "Distributions from Retirement Plans" on page
20, the phrase "401(k) plans" is added after "403(b)(7) custodial plans"
in the first sentence, and the third sentence of that section is revised
to read as follows:
Participants (other than self-employed persons maintaining a
plan account in their own name) in OppenheimerFunds-sponsored
prototype pension, profit-sharing or 401(k) plans may not
directly redeem or exchange shares held for their account under
those plans.
2. In the section entitled "Special Arrangements for Repurchase of
Shares from Dealers and Brokers" on page 21, the last sentence of that
section is revised to read as follows:
Ordinarily, for accounts redeemed by a broker-dealer under this
procedure, payment will be made within three business days after
the shares have been redeemed upon the Distributor's receipt of
the required redemption documents in proper form, with the
signature(s) of the registered owners guaranteed on the
redemption document as described in the Prospectus.
3. In the section entitled "How To Exchange Shares" on page 23, the
second full paragraph is changed by adding new fifth and sixth sentences
as follows:
However, shares of Oppenheimer Money Market Fund, Inc. purchased
with the redemption proceeds of shares of other mutual funds
(other than funds managed by the Manager or its subsidiaries)
redeemed within the 12 months prior to that purchase may
subsequently be exchanged for shares of other OppenheimerFunds
without being subject to an initial or contingent deferred sales
charge, whichever is applicable. To qualify for that privilege,
the investor or the investor's dealer must notify the
Distributor of eligibility for this privilege at the time the
shares of Oppenheimer Money Market Fund, Inc. are purchased,
and, if requested, must supply proof of entitlement to this
privilege.
July 14, 1995 SAI760.002
