OPPENHEIMER MULTI-STATE TAX-EXEMPT TRUST
497, 1995-07-26
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<PAGE>

               OPPENHEIMER PENNSYLVANIA 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.   In "Investment Objective and Policies," the section entitled "Credit
Risk and Interest Rate Risk" on page 12 is replaced in its entirety with
the following:

     -- Interest Rate Risk.   The values of Municipal Securities
     will change in response to changes in prevailing interest
     rates.  Should interest rates rise, the values of outstanding
     Municipal Securities will probably decline and (if purchased at
     principal amount) would sell at a discount.  If interest rates
     fall, the values of outstanding Municipal Securities will
     probably increase and (if purchased at principal amount) would
     sell at a premium.  Changes in the values of Municipal
     Securities owned by the Fund from these or other factors will
     not affect interest income derived from these securities but
     will affect the Fund's net asset value per share.

3.   In "Investment Objective and Policies," the section entitled "Ratings
of Municipal Securities" on page 13 is replaced in its entirety with the
following:

     -- Ratings of Municipal Securities; Special Risks of Lower
     Rated Municipal Securities.  No more than 25% of the Fund's
     total assets will be invested in Municipal Securities that at
     the time of purchase are not "investment grade," that is, rated
     below the four highest rating categories of Moody's Investors
     Service, Inc. ("Moody's"), Standard & Poor's Corporation
     ("S&P"), Fitch Investors Service, Inc. ("Fitch").  If the
     securities are not rated, the Manager will determine the
     equivalent rating category for purposes of this limitation. 
     (See Appendix A to the Statement of Additional Information for
     a description of those ratings).  A reduction in the rating of
     a security after its purchase by the Fund will not require the
     Fund to dispose of such security.  

         Lower-grade Municipal Securities (sometimes called
     "municipal junk bonds") may be subject to greater market
     fluctuations and are subject to greater risks of loss of income
     and principal than higher-rated Municipal Securities, and may
     be considered to have some speculative characteristics. 
     Securities that are or that have fallen below investment grade
     entail a greater risk that the ability of the issuers of such
     securities to meet their debt obligations will be impaired. 
     There may be less of a market for lower-grade Municipal
     Securities and therefore they may be harder to sell at an
     acceptable price.  These risks mean that the Fund may not
     achieve the expected income from lower-grade Municipal
     Securities, and that the Fund's income and net asset value per
     share may be affected by declines in value of these securities. 
     However, the Fund's limitations on investments in non-
     investment grade Municipal Securities may reduce some of these
     risks.

4.   In "Investment Objective and Policies," the second paragraph of the
section entitled "Other Investment Restrictions" on page 17 is deleted.

5.   In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 23 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.

6.   In "Reduced Sales Charges for Class A Purchases" on page 27 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.

7.   The first sentence of the section entitled "Letter of Intent" on page
28 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.

8.   In the section entitled "Waivers of Class A Sales Charges," the
following changes are made:

     The first sentence of the first paragraph on page 28 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 on page 28 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:

     (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.

9.   In "How to Buy Shares," the section entitled "Distribution and
Service Plan for Class B Shares" on pages 30 and 31 is amended as follows:

     The first sentence of the first paragraph is replaced with the
following:

     At a shareholders meeting held May 25, 1995, the shareholders
     approved a Distribution and Service Plan for Class B shares to
     compensate the Distributor for distributing Class B shares and
     servicing accounts.

     The last two sentences of the first paragraph are deleted.

     The last sentence of the third paragraph is deleted.

     The fourth paragraph is replaced in its entirety with the following:

         The Fund pays the asset-based sales charge to the
     Distributor for its services rendered in connection with the
     distribution of Class B shares.  Those payments, retained by
     the Distributor, are at a fixed rate which is not related to
     the Distributor's expenses.  The services rendered by the
     Distributor including paying and financing the payment of sales
     commissions, service fees, and other costs of distributing and
     selling Class B shares.  If the Plan is terminated by the Fund,
     the Board of Trustees may allow the Fund to continue payments
     of the asset-based sales charge to the Distributor for
     distributing Class B shares before the Plan was terminated.  

10.  In the section entitled "Reinvestment Privilege" on page 33, 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                                                PS0740.002

<PAGE>

               OPPENHEIMER PENNSYLVANIA 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 37, the first
paragraph in that section is replaced by the following:

    -- Letters of Intent.  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 Intent 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 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.  Each purchase of Class A
    shares under the Letter will be made at the public offering price
    (including the sales charge) that applies to a single lump-sum
    purchase of shares in the amount intended to be purchased under
    the Letter.

2.  In the section entitled "Terms of Escrow That Apply to Letters of
Intent" on page 39, item 5 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 by reinvestment of dividends
    and distributions or 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 41, 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 43, 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                                                PX0740.003



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