OPPENHEIMER CASH RESERVES/CO/
497, 1995-01-05
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OPPENHEIMER CASH RESERVES
Supplement dated January 3, 1995 to the 
Prospectus dated May 1, 1994

     The Prospectus is amended as follows:

     1.  The second sentence in the first paragraph after the heading
"Classes of Shares" on page 9 is deleted, and the fourth sentence is also
deleted.

     2.  The section entitled "At What Price Are Shares Sold?" on page 10
is amended as follows:

          (a) The first and second sentences of the first paragraph are
revised to read as follows: "The offering price of shares of each class
is the net asset value per share, without an initial sales charge (but
Class B and C shares may be subject to a contingent deferred sales charge
when they are redeemed, as described in the preceding section).  The net
asset value of each class of shares will remain fixed at $1.00 per share,
except under extraordinary circumstances, which are more fully discussed
in 'Determination of Net Asset Value Per Share' in the Statement of
Additional Information."

          (b) In the second paragraph, the first and third sentences are
revised to read as follows: "In most cases, to enable you to receive that
day's offering price, the Distributor must receive your order by the time
of day The New York Stock Exchange closes, which is normally 4:00 P.M.,
New York time, but may be earlier on some days (all references to time in
this Prospectus mean 'New York time')." ... "If you buy shares through a
dealer, unless your dealer uses the 'guaranteed payment' procedure
described below, the dealer must receive your order by the close of The
New York Stock Exchange on a regular business day and transmit it to the
Distributor so that it is received before the Distributor's close of
business that day, which is normally 5:00 P.M."

     3.  Under the heading "Guaranteed Payment" on page 10, the first
sentence is revised to read as follows: "Broker-dealers that have sales
agreements with the Distributor may place purchase orders for shares with
the Distributor before the close of The New York Stock Exchange on a
regular business day, and the order will be effected that day if the
broker-dealer guarantees that the Fund's custodian bank will receive
Federal Funds to pay for the purchase order by 2:00 P.M. on the next
regular business day."


     4.  The first paragraph of the section entitled "Selling Shares by
Telephone" on page 15 is amended by revising the second sentence of the
first paragraph to read as follows: "To receive the redemption price on
a regular business day, your call must be received by the Transfer Agent
by the close of The New York Stock Exchange that day, which is normally
4:00 P.M., but may be earlier on some days."

     5. The section entitled "How To Exchange Shares" is amended by
revising the first sentence in the first "bulleted" paragraph following
"Telephone Exchange Requests" on page 17 to read as follows: "Shares are
normally redeemed from one fund and purchased from the other fund in the
exchange transaction on the same regular business day on which the
Transfer Agent receives an exchange request that is in proper form by the
close of The New York Stock Exchange that day, which is normally 4:00 P.M.
but may be earlier on some days."

     6.  The first sentence of the section entitled "Net Asset Value Per
Share" under "Shareholder Account Rules and Policies" on page 17 is
revised to read as follows: "Net Asset Value Per Share is determined for
each class of shares as of the close of The New York Stock Exchange on
each regular business day by dividing the value of the Fund's net assets
attributable to a class by the number of shares of that class that are
outstanding."



January 3, 1995
<PAGE>
OPPENHEIMER CASH RESERVES

Supplement Dated January 3, 1995
to the Statement of Additional Information 
dated May 1, 1994

     The Statement of Additional Information is amended as follows:

     1.  The first sentence of the section entitled "Determination of Net
Asset Value Per Share" under "How To Buy Shares" on page 15 is amended to
read as follows, and a new second sentence is added to that section as
follows: "The net asset values per share of Class A, Class B and Class C
shares of the Fund are determined as of the close of business of The New
York Stock Exchange on each day that the Exchange is open by dividing the
Fund's net assets attributable to a class by the number of shares of that
class that are outstanding.  The Exchange normally closes at 4:00 P.M.,
New York time, but may close earlier on some days (for example, in case
of weather emergencies or on days falling before a holiday)."

     2.  The section entitled AccountLink on page 17 is revised by
replacing the text after the second sentence with the following:
"Dividends will begin to accrue on shares purchased by the proceeds of ACH
transfers on the business day the Fund receives Federal Funds for the
purchase through the ACH system before the close of The New York Stock
Exchange.  The Exchange normally closes at 4:00 P.M., but may close
earlier on certain days.  If Federal Funds are received on a business day
after the close of the Exchange, the shares will be purchased and
dividends will begin to accrue on the next regular business day.  The
proceeds of ACH transfers are normally received by the Fund 3 days after
the transfers are initiated.  The Distributor and the Fund are not
responsible for any delays in purchasing shares resulting from delays in
ACH transmissions."

     3.  The second sentence of the section entitled "Special Arrangements
for Repurchases of Shares from Dealers and Brokers" on page 19 is amended
to read as follows: "The repurchase price per share will be the net asset
value next computed after the Distributor receives the order placed by the
dealer or broker, except that if the Distributor receives a repurchase
order from a dealer or broker after the close of The New York Stock
Exchange on a regular business day, it will be processed at that day's net
asset value if the order was received by the dealer or broker from its
customer prior to the time the Exchange closes (normally, that is 4:00
P.M., but may be earlier on some days) and the order was transmitted to
and received by the Distributor prior to its close of business that day
(normally 5:00 P.M.)."


January 3, 1995



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