OPPENHEIMER CASH RESERVES/CO/
497, 1998-06-12
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                        OPPENHEIMER CASH RESERVES
                  Supplement dated June 15, 1998 to the
                   Prospectus dated November 17, 1997


This Supplement to the Prospectus replaces the Supplement dated May 20, 1998 and
changes the Prospectus as follows:

1. The second sentence in the section entitled "Who Manages the Fund?" on page 5
is modified as follows:

      Effective June 15, 1998, the Fund's portfolio manager, who is employed by
      the Manager and is primarily responsible for the selection of the Fund's
      securities, is Carol E. Wolf.

2. The section entitled "Portfolio Manager" on page 17 is modified as follows:

      Effective June 15, 1998,  the Manager has designated  Carol E. Wolf as the
      Portfolio  Manager  of  the  Fund.  She  is  the  individual   principally
      responsible  for the day to day  management of the Fund's  portfolio.  Ms.
      Wolf is also an officer of Centennial  Asset  Management  Corporation,  an
      investment  advisor  subsidiary  of the  Manager,  and is an  officer  and
      portfolio manager of other Oppenheimer funds.

3. The second sentence of the first  paragraph  entitled "Class A Shares" in the
section entitled "How to Buy Shares-Classes of Shares" on page 19 is modified to
read as follows:

      However, if Class A shares acquired by exchange of Class A shares of other
      Oppenheimer funds purchased subject to a Class A contingent deferred sales
      charge are redeemed  within 18 months of the end of the calendar  month of
      the initial purchase of the exchanged Class A shares, a Class A contingent
      deferred  sales  charge may be deducted  from the  proceeds.  (A different
      holding period may apply to shares purchased prior to June 1, 1998).

4. A new paragraph entitled  "OppenheimerFunds Internet Web Site" is included in
the 
                                                            (continued)


<PAGE>


section entitled "Special Investor Services" on page 26 as follows:

      OppenheimerFunds  Internet Web Site. Information about the Fund, including
      your  account  balance,  daily  share  prices,  market and Fund  portfolio
      information, may be obtained by visiting the OppenheimerFunds Internet Web
      Site, at the following Internet address:  http://www.oppenheimerfunds.com.
      Additionally,  certain  account  transactions  may  be  requested  by  any
      shareholder  listed in the  registration  on an  account as well as by the
      dealer  representative  of record,  through a special  section of that Web
      Site.  To access  that  section of the Web Site,  you must first  obtain a
      personal   identification  number  ("PIN")  by  calling   OppenheimerFunds
      PhoneLink at  1-800-533-3310.  If you do not wish to have Internet account
      transactions capability for your account, please call our customer service
      representatives  at  1-800-525-7048.  To find out more  information  about
      Internet transactions and procedures, please visit the Web Site.

June 15, 1998                                               PS0760.007

                                  -2-

<PAGE>



                          OPPENHEIMER CASH RESERVES
                    Supplement dated June 15, 1998 to the
         Statement of Additional Information dated November 17, 1997


This  Supplement  to  the  Statement  of  Additional  Information  replaces  the
Supplement   dated  May  20,  1998  and  changes  the  Statement  of  Additional
Information as follows:

1. The fifth  sentence of the section  entitled  "Trustees  and  Officers of the
Fund" on page 8 is modified as follows:

      All of the officers  except Ms. Wolf hold similar  positions  with each of
      the Denver Oppenheimer funds.

2. The biography for Dorothy  Warmack under the section  entitled  "Trustees and
Officers of the Fund" on page 10 is deleted and replaced with:

      CAROL E. WOLF,  Vice  President and Portfolio  Manager,  Age 46 6803 South
      Tucson Way,  Englewood,  Colorado  80112 Vice President of the manager and
      Centennial (since 1990); an officer of other Oppenheimer funds.

3. Effective  June 1, 1998,  the sixth  sentence of the second  paragraph in the
section  entitled  "How to  Exchange  Shares"  on page 28 is  revised to read as
follows:

      However, if Class A shares acquired by exchange of Class A shares of other
      Oppenheimer funds purchased subject to a Class A contingent deferred sales
      charge are redeemed  within 18 months of the end of the calendar  month of
      the initial purchase of the exchanged Class A shares, a Class A contingent
      deferred  sales  charge is imposed on the  redeemed  shares.  (A different
      holding period may apply to shares purchased prior to June 1, 1998).

4. The section entitled  "Dividend  Reinvestment in Another Fund" in the section
"Dividends,  Capital Gains and Taxes" on page 30, is deleted and replaced in its
entirety by the following:

      Dividend Reinvestment in Another Fund.  Shareholders of the Fund may
                                                      (continued)


<PAGE>


      elect to reinvest all  dividends  and/or  capital gains  distributions  in
      shares of the same class of any of the other  Oppenheimer  funds listed in
      "The  Oppenheimer  Funds" above. To elect this option,  a shareholder must
      notify the Transfer  Agent in writing and either have an existing  account
      in the fund selected for reinvestment or must obtain a prospectus for that
      fund and an application from the Distributor to establish an account.  The
      investment  in  shares  of the  selected  fund will be made in the case of
      Class B or Class C shares at the net asset  value  per  share,  and in the
      case of Class A shares,  will be made at the public  offering  price (i.e.
      net asset value plus any sales charge that applies) in effect at the close
      of business on the payable date of the dividend or distribution. Dividends
      and/or  distributions  from  shares  of  other  Oppenheimer  funds  may be
      invested in shares of this Fund at net asset value.

5. The list of  Corporate  Industry  Classifications  (Exhibit B) on page B-1 is
modified by including the following new classification: Asset Backed.


June 15, 1998                                               PX0760.006

                                  -2-


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