<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