OPPENHEIMER MULTI-STATE TAX-EXEMPT TRUST
497, 1994-12-29
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                 OPPENHEIMER NEW JERSEY TAX-EXEMPT FUND
                 Supplement dated January 3, 1995 to the
                     Prospectus dated March 1, 1994

     The Prospectus is amended as follows:

          1.   The Fund's supplement dated March 1, 1994 is no longer
     in effect.

          2.   The first sentence of the paragraph under "The Fund
     and Its Investment Policies" on page 4 is revised to read as
     follows:  "The Fund was organized on December 9, 1993 and is one
     of three investment portfolios or "series" of Oppenheimer Multi-
     State Tax-Exempt Trust, an open-end, management investment
     company organized in 1989 as a Massachusetts business trust."

          3.   The first sentence of the section captioned "Non-
     Diversification" under "The Fund and Its Investment Policies"
     on page 7 is revised to read as follows:  "The Fund is a "non-
     diversified" mutual fund, so that the proportion of the Fund's
     assets that may be invested in the securities of a single issuer
     is not limited by the Investment Company Act."

          4.   (a)  The fifth paragraph under "How to Buy Shares -
     Alternative Sales Arrangements" on page 10 is amended to change
     the time of day at which the net asset value is determined by
     revising the first sentence to read as follows:  "The net asset
     value per share of each class is determined as of the close of
     The New York Stock Exchange, 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"), on each day The
     New York Stock Exchange is open (a "regular business day"), by
     dividing the value of the Fund's net assets attributable to that
     class by the number of shares of that class outstanding."

               (b)  The first sentence and second sentence of the
     sixth paragraph under "How to Buy Shares - Alternative Sales
     Arrangements" on page 12 is 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.  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."

          5.   The second sentence of the first paragraph under "How
     to Buy Shares - Class A Shares" on page 12 is revised to read
     as follows:  "The offering price is determined as of the close
     of The New York Stock Exchange on each regular business day."

          6.   Subsection (vi) of "Other Circumstances" under "How
     to Buy Shares" on page 13 is revised to read as follows: "(vi)
     purchased by the reinvestment of dividends or other
     distributions reinvested from the Fund or other OppenheimerFunds
     (other than the Cash Reserves Funds) or unit investment trusts
     for which reinvestment arrangements have been made with the
     Distributor."

          7.   The penultimate sentence and last sentence of the
     first paragraph of the section captioned "AccountLink" under
     "How to Buy Shares" on page 18 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 New York Stock
     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 three 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." 

          8.   The sixth sentence of the first paragraph of the
     section captioned "Telephone Redemptions" under "How to Redeem
     Shares" on page 20 is revised to read as follows:  "Requests
     received by the Transfer Agent prior to the close of The New
     York Stock Exchange (which is normally 4:00 P.M., but may be
     earlier on some days) on a regular business day will be
     processed at the net asset value per share determined that day."

          9.  The second sentence of the section captioned
     "Repurchase" under "How to Redeem Shares" on page 22 is revised
     to read as follows:  "The repurchase price will be the net asset
     value next computed after the receipt of an order placed by such
     dealer or broker, except that orders received by the Distributor
     from dealers or brokers after the close of The New York Stock
     Exchange on a regular business day will be processed at that
     day's net asset value if such orders are received by the dealer
     or broker from its customers prior to the close of The New York
     Stock Exchange and are transmitted to and are received by the
     Distributor prior to its close of business that day (normally
     5:00 P.M.)."  

          10.  The fourth sentence of the first paragraph of the
     section captioned "How to Exchange Shares" under "Exchanges of
     Shares" on page 24 is revised to read as follows:  "Telephone
     and written exchange requests must be received by the Transfer
     Agent on a regular business day by the close of The New York
     Stock Exchange  (which is normally 4:00 P.M., but may be earlier
     on some days) to be effected that day." 

          11.  The second sentence of the section captioned
     "Description of the Fund and Its Shares" under "Additional
     Information" on page 28 is revised to read as follows:  "The
     Trust is an open-end, management investment company with an
     unlimited number of authorized shares of beneficial interest."


     January 3, 1995                                                    

<PAGE>
                 OPPENHEIMER NEW JERSEY TAX-EXEMPT FUND
                    Supplement dated January 3, 1995
     to the Statement of Additional Information dated March 1, 1994

The Statement of Additional Information, as amended by the supplement
dated May 20, 1994, is further amended as follows:

   The first sentence of the section entitled "Determination of Net Asset
   Value Per Share" under "Purchase, Redemption and Pricing of Shares" on
   page 21 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 and Class B shares of the Fund are determined as of the close
   of business of The New York Stock Exchange (the "NYSE") on each day
   that the NYSE 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 NYSE 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)."  



January 3, 1995                                                         






















 
                                                                        


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