OPPENHEIMER PENNSYLVANIA TAX-EXEMPT FUND
Supplement dated February 21, 1994 to the Prospectus dated April 30, 1993
The Prospectus is amended as follows:
1. The Prospectus supplements dated May 26, 1993, September 24,
1993 and January 25, 1994 are hereby deleted.
2. The following statement is added to the front cover page of the
Prospectus:
Shares of the Fund are not deposits or obligations of
any bank, are not guaranteed by any bank, and are not
insured by the FDIC or any other agency, and involve
investment risks, including the possible loss of
principal.
3. In the section titled "Fund Expenses" on page two, the following
changes are made:
(a) The table captioned "Annual Fund Operating
Expenses (Restated) (as a percentage of average net
assets)" is replaced with the following:
Annual Fund Operating Expenses Class A Class B
(Restated) (as a percentage of Shares Shares
average net assets)
Management Fees 0.60% 0.60%
12b-1 (Distribution Plan) Fees 0.15% 0.90%
Other Expenses 0.64% 0.64%
Total Fund Operating Expenses 1.39% 2.14%
(b) The first full paragraph on page three is replaced with the
following:
The purpose of this table is to assist an investor in
understanding the various costs and expenses that an investor
in the Fund will bear directly (shareholder transaction
expenses) or indirectly (annual fund operating expenses). The
"Annual Fund Operating Expenses" in the table above are restated
to reflect the termination, effective May 26, 1993, of a
voluntary expense assumption by the Fund's investment adviser,
Oppenheimer Management Corporation (the "Manager"). Such
restatement sets forth what the Fund's management fee and
operating expenses would have been in the Fund's fiscal year
ended December 31, 1992 had no expense assumption been in effect
that year. After giving effect to the expense assumptions that
were undertaken by the Manager during that fiscal year, the
management fee was .27% of average annual net assets and total
Fund operating expenses were 1.06% of average annual net assets.
See "Investment Management Services" in the Additional Statement
for further details. The sales charge rate shown for Class A
shares is the current maximum rate applicable to purchases of
Class A shares of the Fund. Investors in Class A shares may be
entitled to reduced sales charges based on the amount purchased
or the value of shares already owned and may be subject to a
contingent deferred sales charge in limited circumstances (see
"How to Buy Shares - Class A Contingent Deferred Sales Charge").
Class B shares were not publicly offered during the fiscal year
ended December 31, 1992. The "Annual Fund Operating Expenses"
as to Class B shares are estimates based on amounts that would
have been payable in that period, assuming that Class B shares
were outstanding during such fiscal year. The actual amount of
such fees and expenses in the current and future years will
depend on a number of factors, including the actual average net
assets of Class B Shares during such years. "Other Expenses"
includes such expenses as custodial and transfer agent fees, and
audit, legal and other business operating expenses, but excludes
extraordinary expenses. For further details, see "Dual Class
Methodology" and the Fund's financial statements, both included
in the Additional Statement.
(c) The paragraph above the hypothetical expense example and
the hypothetical expense example on page 3 are replaced by the
following:
The following example applies the restated total Fund
operating expenses in the chart above and the current maximum
sales charges to a hypothetical $1,000 investment in shares of
the Fund over the time periods shown below assuming a 5% annual
rate of return on the investment. The amounts shown below are
the cumulative costs of such hypothetical $1,000 investment for
the periods shown, and except as indicated in lines 3 and 4,
assume that the shares are redeemed at the end of such stated
period.
1 year 3 years 5 years 10 years(1)
1. Class A Shares $61 $89 $120 $206
2. Class B Shares $72 $97 $135 $211
3. Class A Shares,
assuming no
redemption $61 $89 $120 $206
4. Class B Shares,
assuming no
redemption $22 $67 $115 $211
____________________
(1)Class B shares convert to Class A shares under the terms and
conditions described under "How to Buy Shares - Class B Conversion
Feature." Therefore, years 7 through 10 reflect the Class A expenses
shown above. Long-term shareholders of Class B shares could pay the
economic equivalent, through the asset-based sales charge and
contingent deferred sales charge imposed on Class B shares, of more
than the maximum front-end sales charges permitted under applicable
regulatory requirements. The Conversion Feature is intended to
minimize the likelihood that this will occur.
4. The following is added after the first paragraph under the Class A
Sales Charge Table in "How to Buy Shares - Class A Shares":
In addition to paying dealers the regular commission for sales of
Class A shares stated in the sales charge table in "Class A
Shares," and the commission for sales of Class B shares described
in the first paragraph of "Class B Distribution and Service Plan,"
below, the Distributor will pay the following additional
commission for shares of the Fund sold in "qualifying
transactions" from March 1, 1994, through May 31, 1994: (i) 1.00%
of the offering price of Class A and/or Class B shares sold by a
representative of a broker or dealer at a branch not in a
"financial institution," such as a bank, savings and loan
association or credit union; and (ii) .50% of the offering price
of Class B shares, and the Distributor's entire retained
commission on Class A shares, sold by a sales representative of a
financial institution or by a representative of a broker or dealer
firm at a branch in a financial institution. "Qualifying
transactions" are sales by a registered representative of a broker
or dealer at a branch not in a financial institution of $200,000
or more (calculated at offering price), and sales in any amount by
a sales representative of a financial institution or registered
representative of a broker or dealer at a branch in a financial
institution, of Class A and/or Class B shares of any one or more
of the following OppenheimerFunds: Oppenheimer Tax-Free Bond Fund,
Oppenheimer Insured Tax-Exempt Bond Fund, Oppenheimer New York
Tax-Exempt Fund, Oppenheimer California Tax-Exempt Fund,
Oppenheimer Pennsylvania Tax-Exempt Fund, Oppenheimer Florida Tax-
Exempt Fund, and Oppenheimer New Jersey Tax-Exempt Fund.
"Qualifying transactions" do not include sales of Class A shares
(1) at net asset value without sales charge, (2) subject to a
contingent deferred sales charge, or (3) intended under a Letter
of Intent.
5. The first sentence of the third paragraph of "How To Buy Shares -
Class B shares - Class B Distribution Plan" is corrected to read as
follows:
The Distributor currently expects to pay sales commissions
from its own resources to authorized dealers or brokers at the
time of sale equal to 3.85% of the purchase price of Fund shares
sold by such dealer or broker, and to advance the first year
service fee, which is currently 0.15%.
February 21, 1994 PS741
