OPPENHEIMER MULTI-STATE TAX-EXEMPT TRUST
497, 1995-07-28
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<PAGE>

                  OPPENHEIMER NEW JERSEY TAX-EXEMPT FUND
                   Supplement dated July 14, 1995 to the
                      Prospectus dated April 25, 1995

The following changes are made to the Prospectus:

1.  The supplement dated April 25, 1995 is replaced by this supplement.

2.  The first three paragraphs on the cover page are replaced with the
following:

        Oppenheimer New Jersey Tax-Exempt Fund (the "Fund") is a
    mutual fund with the investment objective of seeking as high a
    level of current income exempt from Federal and New Jersey income
    taxes for individual investors that is consistent with
    preservation of capital.  The Fund seeks to achieve this objective
    by investing in municipal obligations, the income from which is
    tax-exempt as described above.  However, in times of unstable
    economic or market conditions, the Fund's investment manager may
    deem it advisable to temporarily invest a portion of the Fund's
    assets in certain taxable instruments.  The Fund may also use
    certain hedging instruments to try to reduce the risks of market
    fluctuations that affect the value of the securities the Fund
    holds.  The Fund is not intended to be a complete investment
    program and there is no assurance that it will achieve its
    objective.  You should carefully review the risks associated with
    an investment in the Fund.  Please refer to "Investment Policies
    and Strategies" for more information about the types of securities
    the Fund invests in and the risks of investing in the Fund.

        This Prospectus explains concisely what you should know before
    investing in the Fund.  Please read it carefully and keep it for
    future reference.  You can find more detailed information about
    the Fund in the April 25, 1995 Statement of Additional
    Information.  For a free copy, call Oppenheimer Shareholder
    Services, the Fund's Transfer Agent, at 1-800-525-7048, or write
    to the Transfer Agent at the address on the back cover.  The
    Statement of Additional Information has been filed with the
    Securities and Exchange Commission and is incorporated into this
    Prospectus by reference (which means that it is legally part of
    this Prospectus).

3.  In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 22 is changed by adding a new final sentence
to the second paragraph of that section as follows:

    The discussion below of the factors to consider in purchasing a
    particular class of shares assumes that you will purchase only one
    class of shares and not a combination of shares of different
    classes.

4.  In "Reduced Sales Charges for Class A Share Purchases," on page 26,
the first sentence of the section "Right of Accumulation" is changed to
read as follows:

    To qualify for the lower sales charge rates that apply to larger
    purchases of Class A shares, you and your spouse can add together
    Class A and Class B shares you purchase for your individual
    accounts, or jointly, or for trust or custodial accounts on behalf
    of your children who are minors.

    The first two sentences of the second paragraph of that section are
revised to read as follows:

        Additionally, you can add together current purchases of Class
    A and Class B shares of the Fund and other OppenheimerFunds to
    reduce the sales charge rate that applies to current purchases of
    Class A shares. You can also count Class A and Class B shares of
    OppenheimerFunds you previously purchased subject to an initial or
    contingent deferred sales charge to reduce the sales charge rate
    for current purchases of Class A shares, provided that you still
    hold that investment in one of the OppenheimerFunds.

5.  The first sentence of the section entitled "Letter of Intent" on page
27 is revised to read as follows:

    Under a Letter of Intent, if you purchase Class A shares or Class
    A shares and Class B shares of the Fund and other OppenheimerFunds
    during a 13-month period, you can reduce the sales charge rate
    that applies to your purchases of Class A shares. The total amount
    of your intended purchases of both Class A and Class B shares will
    determine the reduced sales charge rate for the Class A shares
    purchased during that period.

6.  In the section entitled "Waivers of Class A Sales Charges" on page 27,
the following changes are made:

    The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:

    -- Waivers of Class A Sales Charges. The Class A sales charges are
    not imposed in the circumstances described below. There is an
    explanation of this policy in "Reduced Sales Charges" in the
    Statement of Additional Information.

        Waivers of Initial and Contingent Deferred Sales Charges for
    Certain Purchasers. Class A shares purchased by the following
    investors are not subject to any Class A sales charges:

    The introductory phrase preceding the list of sales charge waivers in
the second paragraph is replaced by the following:

        Waivers of Initial and Contingent Deferred Sales Charges in
    Certain Transactions. Class A shares issued or purchased in the
    following transactions are not subject to Class A sales charges:
    . . .

    A new subparagraph (c) is added to that same paragraph as follows:  
        , or (c) shares purchased and paid for with the proceeds of
    shares redeemed in the prior 12 months from a mutual fund (other
    than a fund managed by the Manager or any of its subsidiaries) on
    which an initial sales charge or contingent deferred sales charge
    was paid (this waiver also applies to shares purchased by exchange
    of shares of Oppenheimer Money Market Fund, Inc. that were
    purchased and paid for in this manner); this waiver must be
    requested when the purchase order is placed for your shares of the
    Fund, and the Distributor may require evidence of your
    qualification for this waiver.

7.  In the section entitled "Reinvestment Privilege" on page 31, the first
three sentences are revised to read as follows:

    If you redeem some or all of your Class A or B shares of the Fund,
    you have up to 6 months to reinvest all or part of the redemption
    proceeds in Class A shares of the Fund or other OppenheimerFunds
    without paying a sales charge. This privilege applies to Class A
    shares that you purchased subject to an initial sales charge and
    to Class A or B shares on which you paid a contingent deferred
    sales charge when you redeemed them.








July 14, 1995                                                   PS0395.002

<PAGE>

                  OPPENHEIMER NEW JERSEY TAX-EXEMPT FUND
                   Supplement dated July 14, 1995 to the
         Statement of Additional Information dated April 25, 1995

The Statement of Additional Information is amended as follows:

1.  In the section entitled "Letters of Intent" on page 33, the first
three sentences of the first paragraph in that section are replaced by the
following:

    A Letter of Intent (referred to as a "Letter") is an investor's
    statement in writing to the Distributor of the intention to
    purchase Class A shares or Class A and Class B shares of the Fund
    and other OppenheimerFunds during a 13-month period (the "Letter
    of Intend period"), which may, at the investor's request, include
    purchases made up to 90 days prior to the date of the Letter.  The
    Letter states the investor's intention to make the aggregate
    amount of purchases of shares which, when added to the investor's
    holdings of shares of those funds, will equal or exceed the amount
    specified in the Letter.  Purchases made by reinvestment of
    dividends or distributions of capital gains and purchases made at
    net asset value without sales charge do not count toward
    satisfying the amount of the Letter.  A Letter enables an investor
    to count the Class A and Class B shares purchased under the Letter
    to obtain the reduced sales charge rate on purchases of Class A
    shares of the Fund (and other OppenheimerFunds) that applies under
    the Right of Accumulation to current purchases of Class A shares.

2.  In the section entitled "Terms of Escrow That Apply to Letters of
Intent" on page 34, item of that section is replaced by the following:

    5.  The shares eligible for purchase under the Letter (or the
    holding of which may be counted toward completion of a Letter)
    include (a) Class A shares sold with a front-end sales charge or
    subject to a Class A contingent deferred sales charge, (b) Class
    B shares acquired subject to a contingent deferred sales charge,
    and (c) Class A or B shares acquired in exchange for either (i)
    Class A shares of one of the other OppenheimerFunds that were
    acquired subject to a Class A initial or contingent deferred sales
    charge or (ii) Class B shares of one of the other OppenheimerFunds
    that were acquired subject to a contingent deferred sales charge.

3.  In the section entitled "Special Arrangements for Repurchase of Shares
from Dealers and 
Brokers" on page 36, the last sentence of that section is revised to read
as follows:

    Ordinarily, for accounts redeemed by a broker-dealer under this
    procedure, payment will be made within three business days after
    the shares have been redeemed upon the Distributor's receipt of
    the required redemption documents in proper form, with the
    signature(s) of the registered owners guaranteed on the redemption
    document as described in the Prospectus.

4.  In the section entitled "How To Exchange Shares" on page 38, the
second full paragraph is changed by adding new third and fourth sentences
as follows:

    However, shares of Oppenheimer Money Market Fund, Inc. purchased
    with the redemption proceeds of shares of other mutual funds
    (other than funds managed by the Manager or its subsidiaries)
    redeemed within the 12 months prior to that purchase may
    subsequently be exchanged for shares of other OppenheimerFunds
    without being subject to an initial or contingent deferred sales
    charge, whichever is applicable.  To qualify for that privilege,
    the investor or the investor's dealer must notify the Distributor
    of eligibility for this privilege at the time the shares of
    Oppenheimer Money Market Fund, Inc. are purchased, and, if
    requested, must supply proof of entitlement to this privilege.


July 14, 1995                                                   PX0395.002


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