OPPENHEIMER PENNSYLVANIA TAX EXEMPT FUND
497, 1994-02-23
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       OPPENHEIMER NEW JERSEY TAX-EXEMPT FUND
       Supplement dated March 1, 1994
       to the Prospectus dated March 1, 1994

   The Prospectus is hereby amended as follows:
   
       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.

March 1, 1994                                                     PS395


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