OPPENHEIMER STRATEGIC FUNDS TRUST
497, 1995-01-03
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                     OPPENHEIMER STRATEGIC INCOME FUND
                  Supplement dated January 3, 1995 to the
                     Prospectus dated February 1, 1994

     The Prospectus is amended as follows:

     1.   On page 16, the second and fourth sentences of the fifth
paragraph of the section entitled "How Are Shares Purchased?" are amended
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, 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."

     2.   The following text is added below the Class A sales charge table
in "Class A Shares" on page 16:

     In addition to paying dealers the regular commission for sales
     of Class A shares stated in the sales charge table above,  and
     the commission for sales of Class B shares described in the
     third paragraph in the section "Distribution and Service Plan
     for Class B Shares" on page 20 below, the Distributor will pay
     the following additional commission for shares of the Fund sold
     in "qualifying transactions" from January 16, 1995, through
     April 17, 1995:  (1) .75% of the offering price of Class A
     shares and (2) .50% of the offering price of Class B shares sold
     by a registered representative of a participating broker or
     dealer or a sales representative of a participating financial
     institution that has a sales agreement with the Distributor. 
     "Qualifying transactions" are sales in the amount of $150,000 or
     more (calculated at offering price) of Class A and/or Class B
     shares (if available) of any one or more of the following
     OppenheimerFunds:  the Fund, Oppenheimer Main Street Income &
     Growth Fund, Oppenheimer Champion High Yield Fund, Oppenheimer
     Global Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer
     High Yield Fund and Oppenheimer Limited-Term Government Fund. 
     "Qualifying transactions" do not include sales of Class A shares
     (a) at net asset value without sales charge, (b) subject to a
     contingent deferred sales charge, or (c) intended but not yet
     transacted under a Letter of Intent.

     3.   The section entitled "Selling Shares by Telephone" on page 22 is
amended by revising the second sentence 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."

     4.   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 24 to become two sentences that 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."  However,
either fund may delay the purchase of shares of the fund you are
exchanging into if it determines it would be disadvantaged by the same-day
transfers of the proceeds to buy shares."

     5.   The first sentence of the section "Net Asset Value Per Share"
under "Shareholder Account Rules and Policies" on page 24 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 of the Fund that are
outstanding."


January 3, 1995                                          PS230.0195

<PAGE>

                     OPPENHEIMER STRATEGIC INCOME FUND
                  Supplement dated January 3, 1995 to the
        Statement of Additional Information dated February 1, 1994


The Statement of Additional Information is amended as follows:

     1.   The first paragraph of the section entitled "How the Fund
Determines Net Asset Value Per Share" under "Your Investment Account" on
page 31 is amended as follows: 

          a.The first sentence is revised to read as follows: "The net
asset values per share of Class A and Class B 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."  

          b.A new second sentence is added as follows: "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)."

          c.The existing third sentence is revised to read as follows:
"Trading may occur in debt securities and in foreign securities at times
when the Exchange is closed, including weekends and holidays or after the
close of the Exchange on a regular business day."

     2.   The second, third and fourth sentences of the section entitled
"AccountLink" beginning on page 33 are revised to read as follows:

          "Dividends will begin to accrue on such 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 Repurchase of Shares from Dealers and Brokers" on page
39 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                                       SAI 230.0195

<PAGE>

         OPPENHEIMER STRATEGIC DIVERSIFIED INCOME FUND
            Supplement dated January 3, 1995 to the
               Prospectus dated February 1, 1994

     The Prospectus is amended as follows:

     1.   The section entitled "How to Buy Shares" on page 13
is amended to change the time of day at which the net asset
value is determined, by revising the third sentence of the
third paragraph to read as follows:  "The net asset value per
share is determined as of the close of The New York Stock
Exchange each day that Exchange is open ( a "regular business
day") by dividing the value of the Fund's net assets by the
number of shares of the Fund that are outstanding."  

     In addition, the first and second sentences of the fourth
paragraph of that section 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, 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."
     
     2.   The fifth sentence in the second paragraph of the
section entitled "AccountLink" on page 16 is revised to read
as follows: "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.  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 section entitled "Telephone Redemptions" on page
18 is amended by revising the sixth 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."

     4.   The second sentence of the section entitled
"Repurchase" on page 19 is revised to read as follows: "The
repurchase price 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.)

     5.   The fourth sentence in the first paragraph of the
section entitled "How to Exchange Shares" on page 21 is
revised 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."


January 3, 1995                                  PS387.0195

<PAGE>

         OPPENHEIMER STRATEGIC DIVERSIFIED INCOME FUND
               Supplement dated January 3, 1995
       to the Statement of Additional Information dated 
                       February 1, 1994

The Statement of Additional Information is amended as follows:

     The first paragraph of the section entitled
"Determination of Net Asset Value Per Share" under "Purchase,
Redemption and Pricing of Shares" on page 26 is amended to
read as follows: 

     1.   The first sentence is revised to read as follows:
"The net asset value per share of the Fund is 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 by the number of shares that are outstanding."  

     2.   A new second sentence is added as follows: "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)."

     3.   The third sentence of that section is amended to
read as follows: "Trading may occur in debt securities and in
foreign securities at times when the Exchange is closed,
including weekends and holidays or after the close of the
Exchange on a regular business day."



January 3, 1995                                  SAI387.0195



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