OPPENHEIMER MULTI-STATE TAX-EXEMPT TRUST, 497, 1995-05-02

OPPENHEIMER MULTI-STATE TAX-EXEMPT TRUST
497, 1995-05-02

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OPPENHEIMER PENNSYLVANIA TAX-EXEMPT FUND
Supplement dated April 25, 1995 to the
Prospectus dated April 25, 1995

This Prospectus is amended by replacing the first three paragraphs on the
cover page with the following:

Oppenheimer Pennsylvania Tax-Exempt Fund (the "Fund") is a mutual
fund that seeks as high a level of current interest income exempt from
Federal and Pennsylvania personal income taxes for individual investors
as is available from municipal securities and consistent with preservation
of capital. The Fund will invest primarily in securities issued by the
Commonwealth of Pennsylvania and local governments and governmental
agencies, the income from which is tax-exempt as discussed 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 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. 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).

April 25, 1995 PS0740.001

<PAGE>

Oppenheimer Pennsylvania Tax-Exempt Fund

Prospectus dated April 25, 1995.

Oppenheimer Pennsylvania Tax-Exempt Fund (the "Fund") is a mutual fund
that seeks as high a level of current interest income exempt from Federal
and Pennsylvania personal income taxes for individual investors as is
available from municipal securities and consistent with preservation of
capital. The Fund will invest primarily in securities issued by the
Commonwealth of Pennsylvania and local governments and governmental
agencies, the income from which is tax-exempt as discussed 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 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. 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.

The Fund offers two classes of shares: (1) Class A shares, which are
sold at a public offering price that includes a front-end sales charge,
and (2) Class B shares, which are sold without a front-end sales charge,
although you may pay a sales charge when you redeem your shares, depending
on how long you hold them. Class B shares are also subject to an annual
"asset-based sales charge." Each class of shares bears different
expenses. In deciding which class of shares to buy, you should consider
how much you plan to purchase, how long you plan to keep your shares, and
other factors discussed in "How to Buy Shares" starting on page 22.

Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the F.D.I.C. or any other
agency, and involve investment risks including the possible loss of the
principal amount invested.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>
Contents

ABOUT THE FUND

3 Expenses
5 Overview of the Fund
6 Financial Highlights
9 Investment Objective and Policies
17 How the Fund is Managed
19 Performance of the Fund

ABOUT YOUR ACCOUNT

22 How to Buy Shares
Class A Shares
Class B Shares
30 Special Investor Services
AccountLink
Automatic Withdrawal and Exchange
Plans
Reinvestment Privilege
32 How to Sell Shares
By Mail
By Telephone
Checkwriting
34 How to Exchange Shares
35 Shareholder Account Rules and Policies
37 Dividends, Capital Gains and Taxes

<PAGE>

ABOUT THE FUND

Expenses

The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services, and
those expenses are subtracted from the Fund's assets to calculate the
Fund's net asset value per share. All shareholders therefore pay those
expenses indirectly. Shareholders pay other expenses directly, such as
sales charges. The following tables are provided to help you understand
your direct expenses of investing in the Fund and your share of the Fund's
business operating expenses that you will expect to bear indirectly. The
numbers below are based on the Fund's expenses during its last fiscal year
ended December 31, 1994.

- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account," from
pages 22 through 30 for an explanation of how and when these charges
apply.

Class A Shares Class B Shares
-------------- --------------
Maximum Sales Charge on
Purchases
(as a % of offering price) 4.75% None
Sales Charge on Reinvested
Dividends None None
Deferred Sales Charge
(as a % of the lower of the
original purchase price or
redemption proceeds) None(1) 5% in the first
year, declining
to 1% in the
sixth year and
eliminated
thereafter

Exchange Fee None None

(1) If you invest more than $1 million in Class A shares, you may have to
pay a sales charge of up to 1% if you sell your shares within 18 calendar
months from the end of the calendar month during which you purchased those
shares. See "How to Buy Shares - Class A Shares" below.

- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (which is referred to in this Prospectus as the
"Manager"). The rates of the Manager's fees are set forth in "How the
Fund is Managed," below. The Fund has other regular expenses for
services, such as transfer agent fees, custodial fees paid to the bank
that holds its portfolio securities, audit fees and legal expenses. Those
expenses are detailed in the Fund's Financial Statements in the Statement
of Additional Information.

The numbers in the table below are projections of the Fund's business
expenses based on the Fund's expenses in its last fiscal year. These
amounts are shown as a percentage of the average net assets of each class
of the Fund's shares for that year. The 12b-1 Distribution Plan Fees for
Class A shares are service fees. For Class B shares the 12b-1
Distribution Plan Fees are service fees and asset-based sales charges.
The service fee for Class A shares is 0.15% and for Class B shares is
0.25% (currently set at 0.15%) of average annual net assets of the class,
and the asset-based sales charge for Class B shares is 0.75%. These plans
are described in greater detail in "How to Buy Shares."

The actual expenses for each class of shares in future years may be
more or less than the numbers in the table, depending on a number of
factors, including the actual value of the Fund's assets represented by
each class of shares.

Class A Shares Class B Shares
-------------- --------------
Management Fees .60% .60%
12b-1 Distribution Plan Fees .15% .90%
Other Expenses .23% .25%
Total Fund Operating Expenses .98% 1.75%

- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make a $1,000 investment in each class of shares
of the Fund, and that the Fund's annual return is 5%, and that its
operating expenses for each class are the ones shown in the Annual Fund
Operating Expenses table above. If you were to redeem your shares at the
end of each period shown below, your investment would incur the following
expenses by the end of 1, 3, 5 and 10 years:

1 year 3 years 5 years 10 years*
------ ------- ------- --------
Class A Shares $57 $77 $99 $162
Class B Shares $68 $85 $115 $131

If you did not redeem your investment, it would incur the following
expenses:

1 year 3 years 5 years 10 years*
------ ------- ------- --------
Class A Shares $57 $77 $99 $162
Class B Shares $18 $55 $95 $131

(*) The Class B expenses in years 7 through 10 are based on the Class A
expenses shown above, because the Fund automatically converts your Class
B shares into Class A shares after 6 years. Long-term Class B
shareholders could pay the economic equivalent of more than the maximum
front-end sales charge allowed under applicable regulations, because of
the effect of the asset-based sales charge and contingent deferred sales
charge. The automatic conversion of Class B shares to Class A shares is
designed to minimize the likelihood that this will occur. Please refer
to "How to Buy Shares - Class B Shares" on page 28 for more information.

These examples show the effect of the current level of expenses on
the return of a hypothetical investment, but are not meant to state or
predict actual or expected expenses or investment returns of the Fund, all
of which will vary.

<PAGE>
Overview of the Fund

Some of the important facts about the Fund are summarized below, with
references to the section of this Prospectus where more complete
information can be found. You should carefully read the entire Prospectus
before making a decision about investing in the Fund. Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.

- What Is The Fund's Investment Objective? The Fund's investment
objective is to seek as high a level of current interest income exempt
from Federal and Pennsylvania personal income taxes for individual
investors as is consistent with preservation of capital.

- What Does the Fund Invest In? Under normal market conditions, the
Fund will invest at least 80% of its total assets in (1) municipal bonds,
municipal notes and other debt obligations issued by or on behalf of the
Commonwealth of Pennsylvania and its political subdivisions, the interest
on which is not subject to Pennsylvania personal income tax, and (2) in
municipal bonds, municipal notes and other debt obligations issued by or
on behalf of the Commonwealth of Pennsylvania, other states and the
District of Columbia, the interest from which is not subject to Federal
individual income tax. The Fund may invest up to 20% of its assets in
investments the income from which may be taxable. The Fund may also use
hedging instruments and some derivative investments in an effort to
protect against market risks. These investments are more fully explained
in "Investment Objective and Policies," starting on page 9.

- Who Manages the Fund? The Fund's investment adviser is Oppenheimer
Management Corporation, which (including a subsidiary) advises investment
company portfolios having over $29 billion in assets at December 31, 1994.
The Fund's portfolio manager, who is primarily responsible for the
selection of the Fund's securities, is Robert E. Patterson. The Manager
is paid an advisory fee by the Fund, based on its net assets. The Fund's
Board of Trustees, elected by shareholders, oversees the investment
adviser and the portfolio manager. Please refer to "How the Fund is
Managed," starting on page 17 for more information about the Manager and
its fees.

- How Risky is the Fund? All investments carry risks to some degree.
The Fund's bond investments are subject to changes in their value from a
number of factors such as changes in general bond market movements, the
change in value of particular bonds because of an event affecting the
issuer, or changes in interest rates that can affect bond prices. These
changes affect the value of the Fund's investments and its price per
share. The fact that the Fund concentrates its investments in
Pennsylvania Municipal Securities or the Fund's ability to invest its
assets in a single issuer or limited number of issuers entails greater
risk than an investment in a diversified investment company. The Fund's
investment in certain derivative investments may add a degree of risk not
present in a fund that does not invest in such securities.

While the Manager tries to reduce risks by diversifying investments
and by carefully researching securities before they are purchased for the
portfolio, and in some cases by using hedging techniques, there is no
guarantee of success in achieving the Fund's objective and your shares may
be worth more or less than their original cost when you redeem them.
Please refer to "Investment Objective and Policies" starting on page 9 for
a more complete discussion.

- How Can I Buy Shares? You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using an Automatic
Investment Plan under AccountLink. Please refer to "How To Buy Shares"
starting on page 22 for more details.

- Will I Pay a Sales Charge to Buy Shares? The Fund has two classes
of shares. Class A shares are offered with a front-end sales charge,
starting at 4.75%, and reduced for larger purchases. Class B shares are
offered without a front-end sales charge, but may be subject to a
contingent deferred sales charge (starting at 5% and declining as shares
are held longer) if redeemed within 6 years of purchase. There is also
an annual asset-based sales charge on Class B shares. Please review "How
To Buy Shares" starting on page 22 for more details, including a
discussion about factors you and your financial advisor should consider
in determining which class may be appropriate for you.

- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer or by using Checkwriting. Please refer to "How To Sell Shares" on
page 32.

- How Has the Fund Performed? The Fund measures its performance by
quoting its yield, tax equivalent yield, average annual total return and
cumulative total return, which measure historical performance. Those
yields and returns can be compared to the yields and returns (over similar
periods) of other funds. Of course, other funds may have different
objectives, investments, and levels of risk. The Fund's performance can
also be compared to a broad market index, which we have done on page 21.
Please remember that past performance does not guarantee future results.

<PAGE>

Financial Highlights

The table on the following pages presents selected financial
information about the Fund, including per share data and expense ratios
and other data based on the Fund's average net assets. This information
has been audited by KPMG Peat Marwick LLP, the Fund's independent
auditors, whose report on the Fund's financial statements for the fiscal
year ended December 31, 1994 is included in the Statement of Additional
Information.

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

CLASS A
-----------------------------------------------------------
YEAR ENDED
DECEMBER 31,
1994 1993 1992 1991
---- ---- ---- ----
<S> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $12.85 $12.05 $11.93 $11.43

Income (loss) from investment operations:
Net investment income .67 .69 .76 .74
Net realized and unrealized gain
(loss) on investments (1.64) .85 .17 .53
------ ------ ------ ------

Total income (loss) from
investment operations (.97) 1.54 .93 1.27

Dividends and distributions to shareholders:
Dividends from net investment income (.69) (.70) (.73) (.73)
Distributions from net realized gain
on investments -- (.04) (.08) (.04)
------ ------ ------ ------
Total dividends and distributions
to shareholders (.69) (.74) (.81) (.77)

Net asset value, end of period $11.19 $12.85 $12.05 $11.93
====== ====== ====== ======

TOTAL RETURN, AT NET ASSET VALUE(3) (7.68)% 13.12% 8.04% 11.49%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $60,857 $64,640 $33,290 $13,791

Average net assets (in thousands) $62,786 $50,974 $21,936 $10,717

Number of shares outstanding
at end of period (in thousands) 5,440 5,031 2,764 1,156

Ratios to average net assets:
Net investment income 5.65% 5.52% 6.36% 6.30%
Expenses, before voluntary
assumption by the Manager
or Distributor .98% 1.06% 1.39% 1.29%
Expenses, net of voluntary
assumption by the Manager
or Distributor N/A .99% 1.06% N/A

Portfolio turnover rate(5) 37.0% 14.6% 29.9% 15.5%
</TABLE>

CLASS B
-----------------------------
YEAR ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31,
1990 1989(2) 1994 1993(1)
---- ------ ---- ------
<S> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $11.58 $11.43 $12.84 $12.44

Income (loss) from investment operations:
Net investment income .81 .18 .59 .36
Net realized and unrealized gain
(loss) on investments (.15) .15 (1.65) .45
------ ------ ------ ------
Total income (loss) from
investment operations .66 .33 (1.06) .81

Dividends and distributions to shareholders:
Dividends from net investment income (.81) (.18) (.59) (.37)
Distributions from net realized gain
on investments -- -- -- (.04)
------ ------ ------ ------
Total dividends and distributions
to shareholders (.81) (.18) (.59) (.41)

Net asset value, end of period $11.43 $11.58 $11.19 $12.84
====== ====== ====== ======

TOTAL RETURN, AT NET ASSET VALUE(3) 6.00% 3.25% (8.32)% 6.67%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $8,406 $2,353 $9,484 $5,576

Average net assets (in thousands) $5,170 $1,231 $7,329 $2,770

Number of shares outstanding
at end of period (in thousands) 735 203 848 434

Ratios to average net assets:
Net investment income 7.06% 6.12%(4) 4.88% 4.26%(4)
Expenses, before voluntary
assumption by the Manager
or Distributor 1.77% 2.49%(4) 1.85% 1.88%(4)
Expenses, net of voluntary
assumption by the Manager
or Distributor .59% .91%(4) 1.75% 1.78%(4)

Portfolio turnover rate(5) 5.3% 0.0% 37.0% 14.6%
</TABLE>

1. For the period from May 1, 1993 (inception of
offering) to December 31, 1993.

2. For the period from September 18, 1989 (commencement
of operations) to December 31, 1989.

3. Assumes a hypothetical initial investment on the
business day before the first day of the fiscal period,
with all dividends and distributions reinvested in
additional shares on the reinvestment date, and
redemption at the net asset value calculated on the last
business day of the fiscal period. Sales charges are not
reflected in the total returns.

4. Annualized.

5. The lesser of purchases or sales of portfolio
securities for a period, divided by the monthly average
of the market value of portfolio securities owned during
the period. Securities with a maturity or expiration date
at the time of acquisition of one year or less are
excluded from the calculation. Purchases and sales of
investment securities (excluding short-term securities)
for the year ended December 31, 1994 were $36,612,834 and
$25,522,759, respectively.

<PAGE>
Investment Objective and Policies

Objective. The Fund seeks as high a level of current interest income
exempt from Federal and Pennsylvania personal income taxes for individual
investors as is available from Municipal Securities (which are described
below) and consistent with preservation of capital. Since market risks
are inherent in all securities to varying degrees, assurance cannot be
given that the Fund will achieve its investment objective.

Investment Policies and Strategies. The Fund seeks its objective by
following the fundamental policy of investing, under normal market
conditions, at least 80% (and attempting to invest, as a non-fundamental
policy, 100%) of its total assets in Municipal Securities and making no
investment that will reduce to less than 80% the portion of its total
assets that are invested in Pennsylvania Municipal Securities (which are
described below).

Dividends paid by the Fund derived from interest attributable to
Pennsylvania Municipal Securities and obligations of certain U.S.
territories and possessions, will be exempt from Federal individual income
taxes, Pennsylvania personal income taxes and, in the case of residents
of Philadelphia, the investment income tax of the School District of
Philadelphia. Dividends derived from interest on Municipal Securities of
other governmental issuers will be exempt from Federal individual income
tax, but will be subject to Pennsylvania personal income taxes. Any net
interest income on taxable investments and repurchase agreements will be
taxable as ordinary income when distributed to shareholders.

- - Municipal Securities and Pennsylvania Municipal Securities.
Municipal Securities consist of municipal bonds, municipal notes
(including tax anticipation notes, bond anticipation notes, revenue
anticipation notes, construction loan notes and other short-term loans),
tax-exempt commercial paper and other debt obligations issued by or on
behalf of the Commonwealth of Pennsylvania or its political subdivisions,
other states and the District of Columbia, their political subdivisions,
or any commonwealth or territory of the United States, or their respective
agencies, instrumentalities or authorities, the interest from which is not
subject to Federal income tax, in the opinion of bond counsel to the
respective issuer at the time of issue. Pennsylvania Municipal Securities
are Municipal Securities the interest from which is not subject to
Pennsylvania personal income tax in the opinion of bond counsel for the
respective issuer at the time of issue. No independent investigation has
been made by the Manager as to the users of proceeds of bond offerings or
the application of such proceeds.

"Municipal bonds" are Municipal Securities that have a maturity when
issued of one year or more and "municipal notes" are Municipal Securities
that have a maturity when issued of less than one year. The two principal
classifications of Municipal Securities are "general obligations" (secured
by the issuer's pledge of its full faith, credit and taxing power for the
payment of principal and interest) and "revenue obligations" (payable only
from the revenues derived from a particular facility or class of
facilities, or specific excise tax or other revenue source). The Fund may
invest in Municipal Securities of both classifications. See "Investment
Objective and Policies" in the Statement of Additional Information for
further information about the Fund's investment policies and about
Municipal Securities.

- Special Considerations - Pennsylvania Municipal Securities. The
Fund concentrates its investments in Municipal Securities issued by
Pennsylvania and its agencies, authorities, instrumentalities and
subdivisions. The market value and marketability of Pennsylvania
Municipal Securities and the interest income and repayment of principal
to the Fund from them could be adversely affected by a default or a
financial crisis relating to any of such issuers. For example, the
Commonwealth of Pennsylvania and certain of its municipalities (most
notably the City of Philadelphia) have from time to time experienced
significant budget deficits and other financial difficulties. Investors
should consider these matters as well as economic trends in Pennsylvania,
which are discussed in the Statement of Additional Information.

- Can the Fund's Investment Objective and Policies Change? The Fund
has an investment objective, described above, as well as investment
policies it follows to try to achieve its objective. Additionally, the
Fund uses certain investment techniques and strategies in carrying out
those investment policies. The Fund's investment policies and practices
are not "fundamental" unless this Prospectus or the Statement of
Additional Information says that a particular policy is "fundamental."
The Fund's investment objective is a fundamental policy.

The Board of Trustees of the Trust (as defined below) may change non-
fundamental policies without shareholder approval, although significant
changes will be described in amendments to this Prospectus. Fundamental
policies are those that cannot be changed without the approval of a
"majority" of the Fund's outstanding voting shares. The term "majority"
is defined in the Investment Company Act to be a particular percentage of
outstanding voting shares (and this term is explained in the Statement of
Additional Information).

- Investments in Taxable Securities and Temporary Defensive
Investment Strategy. Under normal market conditions, the Fund may invest
up to 20% of its assets in taxable investments, including (i) certain
"Temporary Investments" (described in the next paragraph); (ii) hedging
instruments (described in "Hedging," below), (iii) repurchase agreements;
and (iv) Municipal Securities issued to benefit a private user ("Private
Activity Municipal Securities"), the interest from which may be subject
to Federal alternative minimum tax (see "Taxes," below, and "Private
Activity Municipal Securities" in the Statement of Additional
Information).

In times of unstable economic or market conditions, the Manager may
determine that it is appropriate for the Fund to assume a temporary
"defensive" position by investing some or all of its assets (there is no
limit on the amount) in short-term money market instruments. These
include the taxable obligations described above, U.S. government
securities, bank obligations, commercial paper, corporate obligations and
other instruments approved by the Fund's Board of Trustees. This strategy
would be implemented to attempt to reduce fluctuations in the value of the
Fund's assets. The Fund may hold temporary investments pending the
investment of proceeds from the sale of Fund shares or portfolio
securities, pending settlement of purchases of Municipal Securities, or
to meet anticipated redemptions. To the extent the Fund assumes a
temporary defensive position, a portion of the Fund's distributions may
be subject to Federal and state income taxes and the Fund may not achieve
its objective.

- Credit Risk and Interest Rate Risk. The values of Municipal
Securities will vary as a result of changing evaluations by rating
services and investors of the ability of the issuers of such securities
to meet interest and principal payments. Such values will also 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.

- Municipal Lease Obligations. Municipal leases may take the form
of a lease or an installment purchase contract issued by state and local
government authorities to obtain funds to acquire a wide variety of
equipment and facilities. The Fund may invest in certificates of
participation that represent a proportionate interest in or right to the
lease-purchase payments under municipal lease obligations. Certain of
these securities may be deemed to be "illiquid" securities and their
purchase would be limited as described below in "Illiquid and Restricted
Securities". Investment in certificates of participation that the Manager
has determined to be liquid (under guidelines set by the Board) will not
be subject to such limitations.

- Floating Rate/Variable Rate Obligations. Some of the Municipal
Securities the Fund may purchase may have variable or floating interest
rates. Variable rates are adjustable at stated periodic intervals.
Floating rates are automatically adjusted according to a specified market
rate for such investments, such as the percentage of the prime rate of a
bank, or the 91-day U.S. Treasury Bill rate. Such obligations may be
secured by bank letters of credit or other credit support arrangements.

- Inverse Floaters and Other Derivative Investments. The Fund may
invest in certain municipal "derivative investments." The Fund may use
some derivative investments for hedging purposes, and may invest in others
because they offer the potential for increased income and principal value.
In general, a "derivative investment" is a specially-designed investment
whose performance is linked to the performance of another investment or
security, such as an option, future or index. In the broadest sense,
derivative investments include exchange-traded options and futures
contracts (please refer to "Hedging," below).

The Fund may invest in "inverse floater" variable rate bonds, a type
of derivative investment whose yields move in the opposite direction from
changes in short-term interest rates. As interest rates rise, inverse
floaters produce less current income. Their price may be more volatile
than the price of a comparable fixed-rate security. Some inverse floaters
have a "cap" whereby if interest rates rise above the "cap," the security
pays additional interest income. If rates do not rise above the "cap,"
the Fund will have paid an additional amount for a feature that proves
worthless. The Fund may also invest in municipal securities that pay
interest that depends on an external pricing mechanism, also a type of
derivative investment. Examples of external pricing mechanisms are
interest rate swaps or caps and municipal bond or swap indices. The Fund
anticipates that under normal circumstances it will invest no more than
10% of its net assets in inverse floaters.

The risks of investing in derivative investments include not only the
ability of the issuer of the derivative investment to pay the amount due
on the maturity of the investment, but also the risk that the underlying
security or investment might not perform the way the Manager expected it
to perform. That can mean that the Fund will realize less income than
expected. Another risk of investing in derivative investments is that
their market value could be expected to vary to a much greater extent than
the market value of municipal securities that are not derivative
investments but have similar credit quality, redemption provisions and
maturities.

- Ratings of Municipal Securities. Municipal Securities purchased
by the Fund must be rated within the four highest rating categories of
Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P"), Fitch Investors Service, Inc. ("Fitch"), or, if unrated, judged
by the Manager to be of comparable quality to Municipal Securities rated
within such grades. See Appendix A of the Statement of Additional
Information for a description of those rating categories. At a meeting
to be held on May 25, 1995, shareholders of the Fund will be asked to
approve a proposal to permit the Fund to invest up to 25% of the Fund's
assets in non-investment grade Municipal Securities, including unrated
Municipal Securities judged by the Manager to be below investment grade
quality. If that proposal is not approved, this Prospectus will be
supplemented accordingly.

Not more than 25% of the Fund's total assets will be invested in
Municipal Securities that are rated either "Baa" or "MIG2" by Moody's, or
"BBB" or "SP-2" by S&P, or "BBB" or "F-2" by Fitch. Such securities,
although investment grade, may be subject to greater market fluctuations
and risks of loss of income and principal than higher-rated Municipal
Securities and may be considered to have speculative characteristics.
Investments in unrated Municipal Securities will not, at the time of
purchase, not exceed 25% of the Fund's total assets.

A reduction in the rating of a security after its purchase by the
Fund will not require the Fund to dispose of such security. Securities
that have fallen below investment grade have a greater risk that the
ability of the issuers of such securities to meet their debt obligations
will be impaired.

- Non-diversification. The Fund is a "non-diversified" investment
company under the Investment Company Act. As a result, it may invest its
assets in a single issuer or limited number of issuers without limitation
by the Investment Company Act. However, the Fund intends to qualify as
a "regulated investment company" under the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), pursuant to which (i) not more
than 25% of the market value of the Fund's total assets will be invested
in the securities of a single issuer, and (ii) with respect to 50% of the
market value of its total assets, not more than 5% of the market value of
its total assets may be invested in the securities of a single issuer, and
the Fund must not own more than 10% of the outstanding voting securities
of a single issuer. An investment in the Fund will entail greater risk
than an investment in a diversified investment company because a higher
percentage of investments among fewer issuers may result in greater
fluctuation in the total market value of the Fund's portfolio, and
economic, political or regulatory developments may have a greater impact
on the value of the Fund's portfolio than would be the case if the
portfolio were diversified among more issuers.

Other Investment Techniques and Strategies. The Fund may also use the
investment techniques and strategies described below. These techniques
involve certain risks. The Statement of Additional Information contains
more information about these practices, including limitations on their use
that are designed to reduce some of the risks.

- When-Issued and Delayed Delivery Transactions. The Fund may
purchase Municipal Securities on a "when-issued" basis and may purchase
or sell such securities on a "delayed delivery" basis. These terms refer
to securities that have been created and for which a market exists, but
which are not available for immediate delivery. There may be a risk of
loss to the Fund if the value of the security declines prior to the
settlement date.

- Repurchase Agreements. The Fund may enter into repurchase
agreements. In a repurchase transaction, the Fund buys a security and
simultaneously sells it to the vendor for delivery at a future date.
Repurchase agreements must be fully collateralized. However, if the
vendor fails to pay the resale price on the delivery date, the Fund may
incur costs in disposing of the collateral and may experience losses if
there is any delay in its ability to do so. The Fund will not enter into
a repurchase agreement that causes more than 10% of its net assets to be
subject to repurchase agreements having a maturity beyond seven days.
There is no limit on the amount of the Fund's net assets that may be
subject to repurchase agreements of seven days or less.

- Illiquid and Restricted Securities. Under the policies and
procedures established by the Trust's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments.
Investments may be illiquid because of the absence of an active trading
market, making it difficult to value them or dispose of them promptly at
an acceptable price. The Fund will not invest more than 10% of its net
assets in illiquid investments (that limit may increase to 15% if
applicable state law permits). The Fund may not invest any portion of its
assets in restricted securities. A restricted security is one that has
a contractual restriction on its resale or that cannot be sold publicly
until registered under the Securities Act of 1933, as amended.

- Loans of Portfolio Securities. To attempt to increase its income,
the Fund may lend its portfolio securities to brokers, dealers and other
financial institutions. These loans are limited to not more than 25% of
the Fund's net assets and are subject to other conditions described in the
Statement of Additional Information. The Fund presently does not intend
to lend its portfolio securities, but if it does, the value of securities
loaned is not expected to exceed 5% of the value of its total assets.

- Hedging. As described below, the Fund may purchase and sell
certain kinds of futures contracts, put and call options, and options on
futures and broadly-based municipal bond indices, or enter into interest
rate swap agreements. These are all referred to as "hedging instruments."
The Fund does not use hedging instruments for speculative purposes, and
has limits on the use of them, described below. The hedging instruments
the Fund may use are described below and in greater detail in "Other
Investment Techniques and Strategies" in the Statement of Additional
Information.

The Fund may buy and sell options and futures for a number of
purposes. It may do so to try to manage its exposure to the possibility
that the prices of its portfolio securities may decline, or to establish
a position in the securities market as a temporary substitute for
purchasing individual securities. It may do so to try to manage its
exposure to changing interest rates. Some of these strategies, such as
selling futures, buying puts and writing covered calls, hedge the Fund's
portfolio against price fluctuations.

Other hedging strategies, such as buying futures and call options,
tend to increase the Fund's exposure to the securities market. Writing
covered call options may also provide income to the Fund for liquidity
purposes, defensive reasons, or to raise cash to distribute to
shareholders.

- Futures. The Fund may buy and sell futures contracts that relate
to (1) broadly-based municipal bond indices (these are referred to as
Municipal Bond Index Futures) and (2) interest rates (these are referred
to as Interest Rate Futures). These types of Futures are described in
"Hedging" in the Statement of Additional Information.

- Put and Call Options. The Fund may buy and sell certain kinds of
put options (puts) and call options (calls).

The Fund may buy calls only on securities, broadly-based municipal
bond indices, Municipal Bond Index Futures or Interest Rate Futures, or
to terminate its obligation on a call the Fund previously wrote. The Fund
may write (that is, sell) covered call options. When the Fund writes a
call, it receives cash (called a premium). The call gives the buyer the
ability to buy the investment on which the call was written from the Fund
at the call price during the period in which the call may be exercised.
If the value of the investment does not rise above the call price, it is
likely that the call will lapse without being exercised, while the Fund
keeps the cash premium (and the investment).

The Fund may purchase puts. Buying a put on an investment gives the
Fund the right to sell the investment at a set price to a seller of a put
on that investment. The Fund can buy only those puts that relate to (1)
securities that the Fund owns, (2) broadly-based municipal bond indices,
(3) Municipal Bond Index Futures or (4) Interest Rate Futures. The Fund
can buy a put on a Municipal Bond Index Future or Interest Rate Future
whether or not the Fund owns the particular Future in its portfolio. The
Fund may not sell a put other than a put that it previously purchased.

The Fund may buy and sell puts and calls only if certain conditions
are met: (1) after the Fund writes a call, not more than 25% of the Fund's
total assets may be subject to calls; (2) calls the Fund buys or sells
must be listed on a securities or commodities exchange, or quoted on the
Automated Quotation System of the National Association of Securities
Dealers, Inc. (NASDAQ), or traded in the over-the-counter market; (3) each
call the Fund writes must be "covered" while it is outstanding: that means
the Fund must own the investment on which the call was written or it must
own other securities that are acceptable for the escrow arrangements
required for calls; (4) the Fund may write calls on Futures contracts it
owns, but these calls must be covered by securities or other liquid assets
the Fund owns and segregates to enable it to satisfy its obligations if
the call is exercised; (5) a call or put option may not be purchased if
the value of all of the Fund's put and call options would exceed 5% of the
Fund's total assets; and (6) the aggregate premiums paid on all such
options which the Fund holds at any time will be limited to 20% of the
Fund's total assets, and the aggregate margin deposits on all such futures
or options thereon at any time will be limited to 5% of the Fund's total
assets.

- Interest Rate Swaps. In an interest rate swap, the Fund and
another party exchange their right to receive or their obligation to pay
interest on a security. For example, they may swap a right to receive
floating rate payments for fixed rate payments. The Fund enters into
swaps only on securities it owns. The Fund may not enter into swaps with
respect to more than 25% of its total assets. Also, the Fund will
segregate liquid assets (such as cash or U.S. Government securities) to
cover any amounts it could owe under swaps that exceed the amounts it is
entitled to receive, and it will adjust that amount daily, as needed.
Income from interest rate swaps may be taxable.

- Hedging instruments can be volatile investments and may involve
special risks. The use of hedging instruments requires special skills and
knowledge of investment techniques that are different from what is
required for normal portfolio management. If the Manager uses a hedging
instrument at the wrong time or judges market conditions incorrectly,
hedging strategies may reduce the Fund's return. The Fund could also
experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option. Such
losses might cause previously distributed short-term capital gains to be
re-characterized as a non-taxable return of capital to shareholders.

Options trading involves the payment of premiums and has special tax
effects on the Fund. There are also special risks in particular hedging
strategies. If a covered call written by the Fund is exercised on an
investment that has increased in value, the Fund will be required to sell
the investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call price.
Interest rate swaps are subject to credit risks (if the other party fails
to meet its obligations) and also to interest rate risks. The Fund could
be obligated to pay more under its swap agreements than it receives under
them, as a result of interest rate changes. These risks are described in
greater detail in the Statement of Additional Information.

Other Investment Restrictions. The Fund has other investment restrictions
which are fundamental policies.

Under these fundamental policies, the Fund cannot do any of the
following: (i) invest in securities or any investment other than the
Municipal Securities, temporary investments, taxable investments and
hedging instruments described in "Investment Policies and Strategies,"
"Municipal Securities and Pennsylvania Municipal Securities" and "Other
Investment Techniques and Strategies" above; (ii) make loans, except
through the purchase of portfolio securities subject to repurchase
agreements or through loans of portfolio securities as described under
"Loans of Portfolio Securities"; (iii) borrow money in excess of 10% of
the value of its total assets, or make any investment whenever borrowings
exceed 5% of the Fund's total assets; it may borrow only from banks as a
temporary measure for extraordinary or emergency purposes (not for the
purpose of leveraging its investments); (iv) pledge, mortgage or otherwise
encumber, transfer or assign any of its assets to secure a debt;
collateral arrangements for premium and margin payments in connection with
hedging instruments are not deemed to be a pledge of assets; (v)
concentrate investments to the extent of more than 25% of its total assets
in any industry; however, there is no limitation as to investment in
Municipal Securities, U.S. Government obligations or in obligations issued
by Pennsylvania or its subdivisions, agencies, authorities or
instrumentalities; or (vi) buy or sell futures contracts other than
interest rate futures or municipal bond index futures.

Under prior Pennsylvania law, in order for the Fund to qualify to
provide the Pennsylvania state and local tax benefits described above and
in the Statement of Additional Information, the Fund was required to
invest in securities to earn income but not to trade for profits and limit
the circumstances under which the Fund could vary its portfolio
investments. In order to comply with this and other Pennsylvania law
requirements previously in effect, the investment policies of the Fund
include, as a fundamental policy, that the Fund will invest in securities
to earn income but not trade for profits. Further, the Fund will not vary
its portfolio investments except to: (i) eliminate unsafe investments and
investments not consistent with the preservation of the Fund's capital or
the tax status of the Fund's investments; (ii) honor redemption orders,
meet anticipated redemption requirements and negate gains from discount
purchases; (iii) reinvest the earnings from securities in like securities;
and (iv) defray normal administrative expenses. These limitations,
applicable to the investment policies of the Fund, including the special
investment methods described above, may cause the Fund to have less
flexibility than other mutual funds in responding to changes in market
conditions, interest rates or new investment opportunities. At a meeting
to be held on May 25, 1995, shareholders of the Fund will be asked to
approve a proposal to eliminate the fundamental investment policies
imposed under prior Pennsylvania law. If that proposal is not approved,
this Prospectus will be supplemented accordingly.

All of the percentage restrictions described above and elsewhere in
this Prospectus apply to the Fund only at the time the Fund purchases a
security, and the Fund need not dispose of a security merely because the
Fund's assets have changed or the security has increased in value relative
to the size of the Fund. A supplementary list of investment restrictions
is contained in "Investment Restrictions" in the Statement of Additional
Information.

How the Fund is Managed

Organization and History. The Fund was organized in 1989 as a
Massachusetts business trust (the "Trust") with one series. In June 1993,
the Trust was reorganized to become a multi-series business trust called
Oppenheimer Multi-State Tax-Exempt Trust, and the Fund became a separate
series of it. The Trust is an open-end, non-diversified management
investment company, with an unlimited number of authorized shares of
beneficial interest. Each of the three series of the Trust is a fund that
issues its own shares, has its own investment portfolio, and its own
assets and liabilities.

The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law. The
Trustees meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager.
"Trustees and Officers of the Trust" in the Statement of Additional
Information names the Trustees and provides more information about them
and the officers of the Trust. Although the Trust is not required by law
to hold annual meetings, it may hold shareholder meetings from time to
time on important matters, and shareholders have the right to call a
meeting to remove a Trustee or to take other action described in the
Trust's Declaration of Trust.

The Board of Trustees has the power, without shareholder approval,
to divide unissued shares of the Fund into two or more classes. The Board
has done so, and the Fund currently has two classes of shares, Class A and
Class B. Each class has its own dividends and distributions and pays
certain expenses which may be different for the different classes. Each
class may have a different net asset value. Each share has one vote at
shareholder meetings, with fractional shares voting proportionally. Only
shares of a particular class vote together on matters that affect that
class alone. Shares are freely transferable.

The Manager and Its Affiliates. The Fund is managed by the Manager,
Oppenheimer Management Corporation, which is responsible for selecting the
Fund's investments and handles its day-to-day business. The Manager
carries out its duties, subject to the policies established by the Board
of Trustees, under an Investment Advisory Agreement which states the
Manager's responsibilities. The Agreement sets forth the fees paid by the
Fund to the Manager, and describes the expenses that the Fund pays to
conduct its business.

The Manager has operated as an investment adviser since 1959. The
Manager and its affiliates currently manage investment companies,
including other OppenheimerFunds, with assets of more than $29 billion as
of December 31, 1994, and with more than 2.4 million shareholder accounts.
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company, a mutual life insurance
company.

- Portfolio Manager. The portfolio manager of the Fund (who is also
a Vice President of the Trust) is Robert E. Patterson, a Senior Vice
President of the Manager. He has been the person principally responsible
for the day-to-day management of the Fund's portfolio since September
1989. Mr. Patterson has also served as an officer and portfolio manager
for other OppenheimerFunds. For more information about the Fund's other
officers and Trustees, see "Trustees and Officers of the Trust" in the
Statement of Additional Information.

- Fees and Expenses. Under the Investment Advisory Agreement, the
Fund pays the Manager the following annual fees, which decline on
additional assets as the Fund grows: 0.60% of the first $200 million of
aggregate net assets; 0.55% of the next $100 million; 0.50% of the next
$200 million; 0.45% of the next $250 million; 0.40% of the next $250
million and 0.35% of net assets over $1 billion. The Fund's management
fee for its last fiscal year was 0.60% of average annual net assets for
Class A shares and 0.60% for Class B shares, which may be higher than the
rate paid by some other mutual funds.

The Fund pays expenses related to its daily operations, such as
custodian fees, Trustees' fees, transfer agency fees, and legal and
auditing costs. Those expenses are paid out of the Fund's assets and are
not paid directly by shareholders. However, those expenses reduce the net
asset value of shares, and therefore are indirectly borne by shareholders
through their investment. More information about the Investment Advisory
Agreement and the other expenses paid by the Fund is contained in the
Statement of Additional Information.

There is also information about the Fund's brokerage policies and
practices in "Brokerage Policies of the Fund" in the Statement of
Additional Information. Because the Fund purchases most of its portfolio
securities directly from the sellers and not through brokers, it incurs
relatively little expense for brokerage. From time to time, however, it
may use brokers when buying portfolio securities. When deciding which
brokers to use, the Manager is permitted by the Investment Advisory
Agreement to consider whether brokers have sold shares of the Fund or any
other funds for which the Manager serves as investment adviser.

- The Distributor. The Fund's shares are sold through dealers and
brokers that have a sales agreement with Oppenheimer Funds Distributor,
Inc., a subsidiary of the Manager that acts as the Fund's Distributor.
The Distributor also distributes the shares of other mutual funds managed
by the Manager (the "OppenheimerFunds") and is sub-distributor for funds
managed by a subsidiary of the Manager.

- The Transfer Agent. The Fund's transfer agent is Oppenheimer
Shareholder Services, a division of the Manager, which acts as the
shareholder servicing agent for the Fund and the other OppenheimerFunds
on an "at-cost" basis. Shareholders should direct inquiries about their
accounts to the Transfer Agent at the address and toll-free number shown
below in this Prospectus and on the back cover.

Performance of the Fund

Explanation of Performance Terminology. The Fund uses the terms "total
return," "average annual total return," "standardized yield," "dividend
yield," "yield" and "tax-equivalent yield" to illustrate its performance.
The performance of each class of shares is shown separately, because the
performance of each class of shares will usually be different as a result
of the different kinds of expenses each class bears. This performance
information may be useful to help you see how your investment has done and
to compare it to other funds or to a market index, as we have done below.

It is important to understand that the Fund's yields and total
returns represent past performance and should not be considered to be
predictions of future returns or performance. This performance data is
described below, but more detailed information about how total returns and
yields are calculated is contained in the Statement of Additional
Information, which also contains information about other ways to measure
and compare the Fund's performance. The Fund's investment performance will
vary over time, depending on market conditions, the composition of the
portfolio, expenses and which class of shares you purchase.

- Total Returns. There are different types of "total returns" used
to measure the Fund's performance. Total return is the change in value
of a hypothetical investment in the Fund over a given period, assuming
that all dividends and capital gains distributions are reinvested in
additional shares. The cumulative total return measures the change in
value over the entire period (for example, ten years). An average annual
total return shows the average rate of return for each year in a period
that would produce the cumulative total return over the entire period.
However, average annual total returns do not show the Fund's actual year-
by-year performance.

When total returns are quoted for Class A shares, they reflect the
payment of the current maximum initial sales charge. When total returns
are shown for Class B shares, they reflect the effect of the contingent
deferred sales charge that applies to the period for which total return
is shown. Total returns may also be quoted "at net asset value," without
considering the effect of the sales charge, and those returns would be
reduced if sales charges were deducted.

- Yield. Each class of shares calculates its yield by dividing the
annualized net investment income per share from the portfolio during a 30-
day period by the maximum offering price on the last day of the period.
The yield of each class will differ because of the different expenses of
each class of shares. The yield data represents a hypothetical investment
return on the portfolio, and does not measure an investment return based
on dividends actually paid to shareholders. To show that return, a
dividend yield may be calculated. Dividend yield is calculated by
dividing the dividends of a class derived from net investment income
during a stated period by the maximum offering price on the last day of
the period. Yields and dividend yields for Class A shares reflect the
deduction of the maximum initial sales charge, but may also be shown based
on the Fund's net asset value per share. Yields for Class B shares do not
reflect the deduction of the contingent deferred sales charge. The tax-
equivalent yield is the equivalent yield that would be earned in the
absence of taxes. It is calculated by dividing that portion of the yield
that is tax-exempt by a factor equal to one minus the applicable tax rate.

How Has the Fund Performed? Below is a discussion by the Manager of the
Fund's performance during its last fiscal year ended December 31, 1994,
followed by a graphical comparison of the Fund's performance to an
appropriate broad-based market index.

- Management's Discussion of Performance. During the Fund's fiscal
year ended December 31, 1994, the Fund's performance was affected by
aggressive increases in short-term interest rates by the Federal Reserve
Board. Because the Manager kept the Fund's duration, a technical measure
of a bond portfolio's sensitivity to interest rate changes, slightly
longer than those of many other funds, the Fund's net asset value declined
more than some other funds. To position the Fund's portfolio more
defensively, the Manager reduced the Fund's average maturity which made
the Fund's portfolio less sensitive to changing interest rates than
longer-maturity bonds. The Manager reduced the Fund's exposure to issues
supported by investor-owned utilities which are sensitive to an
increasingly competitive operating environment.

- Comparing the Fund's Performance to the Market. The charts below
show the performance of a hypothetical $10,000 investment in each class
of shares of the Fund held until December 31, 1994. In the case of Class
A shares, performance is measured from the Fund's inception on September
18, 1989, and in the case of Class B shares, from the inception of the
Class on May 1, 1993. In both cases, all dividends and capital gains
distributions were reinvested in additional shares. The graph for Class
A shares reflects the deduction of the 4.75% current maximum initial sales
charge on Class A shares and the graph for Class B shares reflects the 4%
contingent deferred sales charge that applies to redemptions of Class B
shares held from May 1, 1993 until December 31, 1994.

Because the Fund invests in a variety of Municipal Securities, its
performance is compared to that of the Lehman Brothers Municipal Bond
Index, an unmanaged index of a broad range of investment grade municipal
bonds that is widely regarded as a measure of the performance of the
general municipal bond market. Index performance reflects the
reinvestment of income but does not consider the effect of capital gains
or transaction costs, and none of the data below shows the effect of
taxes. Also, the Fund's performance data reflects the effect of Fund
business and operating expenses. While index comparisons may be useful
to provide a benchmark for the Fund's performance, it must be noted that
the Fund's investments are not limited to the securities in any one index.
Moreover, the index performance data does not reflect any assessment of
the risk of the investments included in the index.

Comparison of Change in Value
of $10,000 Hypothetical Investments in
Oppenheimer Pennsylvania Tax-Exempt Fund
and The Lehman Brothers Municipal Bond Index

(Graph)

Past Performance is not predictive of future performance.

Average Annual Total Returns of the Fund at 12/31/94

1 Year Life
------ ----
Class A: -12.06% 5.26%*
Class B: -12.68% -3.53%**

______________
* The inception date of the Fund (Class A shares) was 9/18/89.
** Class B shares of the Fund were first publicly offered on 5/1/93.

A B O U T Y O U R A C C O U N T

How to Buy Shares

Classes of Shares. The Fund offers investors two different classes of
shares. The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will
likely have different share prices.

- Class A Shares. If you buy Class A shares, you pay an initial
sales charge (on investments up to $1 million). If you purchase Class A
shares as part of an investment of at least $1 million in shares of one
or more OppenheimerFunds, you will not pay an initial sales charge, but
if you sell any of those shares within 18 months after your purchase, you
may pay a contingent deferred sales charge, which will vary depending on
the amount you invested. Sales charges are described below.

- Class B Shares. If you buy Class B shares, you pay no sales charge
at the time of purchase, but if you sell your shares within six years, you
will normally pay a contingent deferred sales charge, described below,
that varies depending on how long you own your shares.

Which Class of Shares Should You Choose? Once you decide that the Fund
is an appropriate investment for you, the decision as to which class of
shares is better suited to your needs depends on a number of factors which
you should discuss with your financial advisor. The Fund's operating
costs that apply to a class of shares and the effect of the different
types of sales charges on your investment will vary your investment
results over time. The most important factors are how much you plan to
invest, how long you plan to hold your investment, and whether you
anticipate exchanging your shares for shares of other OppenheimerFunds
(not all of which currently offer Class B shares). If your goals and
objectives change over time and you plan to purchase additional shares,
you should re-evaluate those factors to see if you should consider another
class of shares.

In the following discussion, to help provide you and your financial
advisor with a framework in which to choose a class, we have made some
assumptions using a hypothetical investment in the Fund. We used the
sales charge rates that apply to Class A and B shares, considering the
effect of the annual asset-based sales charge on Class B expenses (which,
like all expenses, will affect your investment return). For the sake of
comparison, we have assumed that there is a 10% rate of appreciation in
the investment each year. Of course, the actual performance of your
investment cannot be predicted and will vary, based on the Fund's actual
investment returns and the operating expenses borne by each class of
shares, and which class you invest in. The factors discussed below are
not intended to be investment advice or recommendations, because each
investor's financial considerations are different.

- How Long Do You Expect to Hold Your Investment? The Fund is
designed for long-term investment. While future financial needs cannot
be predicted with certainty, knowing how long you expect to hold your
investment will assist you in selecting the appropriate class of shares.
The effect of the sales charge over time, using our assumptions, will
generally depend on the amount invested. Because of the effect of class-
based expenses, your choice will also depend on how much you invest.

- How Much Do You Plan to Invest? If you plan to invest a substantial
amount over the long term, the reduced sales charges available for larger
purchases of Class A shares may offset the effect of paying an initial
sales charge on your investment (which reduces the amount of your
investment dollars used to buy shares for your account), compared to the
effect over time of higher expenses on Class B shares, for which no
initial sales charge is paid. Additionally, dividends payable to Class
B shareholders will be reduced by the additional expenses borne solely by
Class B, such as the asset-based sales charge described below.

In general, if you plan to invest less than $100,000, Class B shares
may be more advantageous than Class A shares, using the assumptions in our
hypothetical example. However, if you plan to invest more than $100,000
(not only in the Fund, but possibly in other OppenheimerFunds as well),
then Class A shares generally will be more advantageous than Class B,
because of the effect of the lower initial sales charges on larger
purchases of Class A shares (described in "Reduced Sales Charges for Class
A Share Purchases," below). That is also the case because the annual
asset-based sales charge on Class B shares will have a greater impact on
larger investments than the initial sales charge on Class A shares because
of the reductions of initial sales charge available for larger purchases.

And for investors who invest $500,000 or more, in most cases Class
A shares will be the most advantageous choice, no matter how long you
intend to hold your shares. For that reason, the Distributor normally
will not accept purchase orders of $500,000 or more of Class B shares from
a single investor.

Of course, these examples are based on approximations of the effect
of current sales charges and expenses on a hypothetical investment over
time, using the assumptions stated above. Therefore, these examples
should not be relied on as rigid guidelines.

- Are There Differences in Account Features That Matter to You?
Because some account features such as Checkwriting may not be available
to Class B shareholders, or other features (such as Automatic Withdrawal
Plans) might not be advisable (because of the effect of the contingent
deferred sales charge for Class B shareholders), you should carefully
review how you plan to use your investment account before deciding which
class of shares to buy. Also, because not all OppenheimerFunds currently
offer Class B shares, and because exchanges are permitted only to the same
class of shares in other OppenheimerFunds, you should consider how
important the exchange privilege is likely to be for you.

- How Does It Affect Payments to My Broker? A salesperson, such as
a broker, or any other person who is entitled to receive compensation for
selling Fund shares may receive different compensation for selling one
class than for selling another class. It is important that investors
understand that the purpose of the contingent deferred sales charge and
asset-based sales charge for Class B shares is the same as the purpose of
the front-end sales charge on sales of Class A shares: to compensate the
Distributor for commissions it pays to dealers and financial institutions
for selling shares.

How Much Must You Invest? You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time
with as little as $25. There are reduced minimum investments under special
investment plans.

With Asset Builder Plans, Automatic Exchange Plans and military
allotment plans, you can make initial and subsequent investments of as
little as $25; and subsequent purchases of at least $25 can be made by
telephone through AccountLink.

There is no minimum investment requirement if you are buying shares
by reinvesting dividends from the Fund or other OppenheimerFunds (a list
of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.

- How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a sales
agreement with the Distributor, or directly through the Distributor, or
automatically through an Asset Builder Plan under the OppenheimerFunds
AccountLink service. When you buy shares, be sure to specify Class A or
Class B shares. If you do not choose, your investment will be made in
Class A shares.

- Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.

- Buying Shares Through the Distributor. Complete an OppenheimerFunds
New Account Application and return it with a check payable to "Oppenheimer
Funds Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.
If you don't list a dealer on the application, the Distributor will act
as your agent in buying the shares. However, we recommend that you
discuss your investment first with a financial advisor, to be sure it is
appropriate for you.

- Buying Shares Through OppenheimerFunds AccountLink. You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member. You can then transmit funds electronically to purchase shares,
to send redemption proceeds, and to transmit dividends and distributions.

Shares are purchased for your account on AccountLink on the regular
business day the Distributor is instructed by you to initiate the ACH
transfer to buy shares. You can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions
using OppenheimerFunds PhoneLink, also described below. You should
request AccountLink privileges on the application or dealer settlement
instructions used to establish your account. Please refer to
"AccountLink" below for more details.

- Asset Builder Plans. You may purchase shares of the Fund (and up
to four other OppenheimerFunds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.

- At What Price Are Shares Sold? Shares are sold at the public
offering price based on the net asset value (and any initial sales charge
that applies) that is next determined after the Distributor receives the
purchase order in Denver, Colorado. 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 (all references
to time in this Prospectus mean "New York time"). The net asset value of
each class of shares is determined as of that time on each day The New
York Stock Exchange is open (which is a "regular business day").

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. The
Distributor may reject any purchase order for the Fund's shares, in its
sole discretion.

Class A Shares. Class A shares are sold at their offering price, which
is normally net asset value plus an initial sales charge. However, in
some cases, described below, purchases are not subject to an initial sales
charge, and the offering price will be the net asset value. In some cases,
reduced sales charges may be available, as described below. Out of the
amount you invest, the Fund receives the net asset value to invest for
your account. The sales charge varies depending on the amount of your
purchase. A portion of the sales charge may be retained by the
Distributor and allocated to your dealer as commission. The current sales
charge rates and commissions paid to dealers and brokers
are as follows:

- -------------------------------------------------------------------
Amount of Purchase Front-End Front-End Commission
Sales Charge Sales Charge as
as a as a Percentage
Percentage Percentage of Offering
of Offering of Amount Price
Price Invested
- -------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 4.75% 4.98% 4.00%
- -------------------------------------------------------------------
$50,000 or more
but less than
$100,000 4.50% 4.71% 4.00%
- -------------------------------------------------------------------
$100,000 or more
but less than
$250,000 3.50% 3.63% 3.00%
- -------------------------------------------------------------------
$250,000 or more
but less than
$500,000 2.50% 2.56% 2.25%
- -------------------------------------------------------------------
$500,000 or more
but less than
$1 million 2.00% 2.04% 1.80%
- -------------------------------------------------------------------
</TABLE>

The Distributor reserves the right to reallow the entire commission
to dealers. If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.

- Class A Contingent Deferred Sales Charge. There is no initial
sales charge on purchases of Class A shares of any one or more
OppenheimerFunds aggregating $1 million or more. However, the Distributor
pays dealers of record commissions on such purchases in an amount equal
to the sum of 1.0% of the first $2.5 million, plus 0.50% of the next $2.5
million, plus 0.25% of share purchases over $5 million. That commission
will be paid only on the amount of those purchases in excess of $1 million
that were not previously subject to a front-end sales charge and dealer
commission.

If you redeem any of those shares within 18 months of the end of the
calendar month of their purchase, a contingent deferred sales charge
(called the "Class A contingent deferred sales charge") will be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of
the aggregate net asset value of either (1) the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less.
However, the Class A contingent deferred sales charge will not exceed the
aggregate amount of the commissions the Distributor paid to your dealer
on all Class A shares of all OppenheimerFunds you purchased subject to
the Class A contingent deferred sales charge.

In determining whether a contingent deferred sales charge is payable,
the Fund will first redeem shares that are not subject to the sales
charge, including shares purchased by reinvestment of dividends and
capital gains, and then will redeem other shares in the order that you
purchased them. The Class A contingent deferred sales charge is waived
in certain cases described in "Waivers of Class A Sales Charges" below.

No Class A contingent deferred sales charge is charged on exchanges
of shares under the Fund's exchange privilege (described below). However,
if the shares acquired by exchange are redeemed within 18 months of the
end of the calendar month of the purchase of the exchanged shares, the
sales charge will apply.

- Special Arrangements With Dealers. The Distributor may advance up
to 13 months' commissions to dealers that have established special
arrangements with the Distributor for Asset Builder Plans for their
clients.

Reduced Sales Charges for Class A Share Purchases. You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:

- Right of Accumulation. 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 shares you purchase for your individual accounts, or
jointly, or on behalf of your children who are minors, under trust or
custodial accounts. A fiduciary can count all shares purchased for a
trust, estate or other fiduciary account (including one or more employee
benefit plans of the same employer) that has multiple accounts.

Additionally, you can add together current purchases of Class A
shares of the Fund and other OppenheimerFunds. You can also include Class
A shares of OppenheimerFunds you previously purchased subject to a sales
charge, provided that you still hold your investment in one of the
OppenheimerFunds. The value of those shares will be based on the greater
of the amount you paid for the shares or their current value (at offering
price). The OppenheimerFunds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from the
Transfer Agent. The reduced sales charge will apply only to current
purchases and must be requested when you buy your shares.

- Letter of Intent. Under a Letter of Intent, you may purchase Class
A shares of the Fund and other OppenheimerFunds during a 13-month period
at the reduced sales charge rate that applies to the total amount of the
intended purchases. This can include purchases made up to 90 days before
the date of the Letter. More information is contained in the Application
and in "Reduced Sales Charges" in the Statement of Additional Information.

- Waivers of Class A Sales Charges. No sales charge is imposed on
sales of Class A shares to the following investors: (1) the Manager or its
affiliates; (2) present or former officers, directors, trustees and
employees (and their "immediate families" as defined in "Reduced Sales
Charges" in the Statement of Additional Information) of the Fund, the
Manager and its affiliates, and retirement plans established by them for
their employees; (3) registered management investment companies, or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; (4) dealers or brokers that
have a sales agreement with the Distributor, if they purchase shares for
their own accounts or for retirement plans for their employees; (5)
employees and registered representatives (and their spouses) of dealers
or brokers described above or financial institutions that have entered
into sales arrangements with such dealers or brokers (and are identified
to the Distributor) or with the Distributor; the purchaser must certify
to the Distributor at the time of purchase that the purchase is for the
purchaser's own account (or for the benefit of such employee's spouse or
minor children); (6) dealers, brokers or registered investment advisers
that have entered into an agreement with the Distributor providing
specifically for the use of shares of the Fund in particular investment
products made available to their clients; or (7) dealers, brokers or
registered investment advisers that have entered into an agreement with
the Distributor to sell shares of defined contribution employee retirement
plans for which the dealer, broker or investment adviser provides
administration services.

Additionally, no sales charge is imposed on shares that are (a)
issued in plans of reorganization, such as mergers, asset acquisitions and
exchange offers, to which the Fund is a party, or (b) purchased by the
reinvestment of dividends or other distributions reinvested from the Fund
or other OppenheimerFunds (other than Oppenheimer Cash Reserves) or unit
investment trusts for which reinvestment arrangements have been made with
the Distributor. There is a further discussion of this policy in "Reduced
Sales Charges" in the Statement of Additional Information.

- Service Plan for Class A Shares. The Fund has adopted a Service
Plan for Class A shares to reimburse the Distributor for a portion of its
costs incurred in connection with the personal service and maintenance of
accounts that hold Class A shares. Reimbursement is made quarterly at an
annual rate that may not exceed 0.25% of the average annual net assets of
Class A shares of the Fund. The Distributor uses all of those fees to
compensate dealers, brokers, banks and other financial institutions
quarterly for providing personal service and maintenance of accounts of
their customers that hold Class A shares and to reimburse itself (if the
Fund's Board of Trustees authorizes such reimbursements, which it has not
yet done) for its other expenditures under the Plan.

Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and
providing other services at the request of the Fund or the Distributor.
Payments are made by the Distributor quarterly at an annual rate not to
exceed 0.25% of the average annual net assets of Class A shares held in
accounts of the dealer or its customers. The payments under the Plan
increase the annual expenses of Class A shares. For more details, please
refer to "Distribution and Service Plans" in the Statement of Additional
Information.

Class B Shares. Class B shares are sold at net asset value per share
without an initial sales charge. However, if Class B shares are redeemed
within 6 years of their purchase, a contingent deferred sales charge will
be deducted from the redemption proceeds. That sales charge will not
apply to shares purchased by the reinvestment of dividends or capital
gains distributions. The charge will be assessed on the lesser of the net
asset value of the shares at the time of redemption or the original
purchase price. The contingent deferred sales charge is not imposed on the
amount of your account value represented by the increase in net asset
value over the initial purchase price (including increases due to the
reinvestment of dividends and capital gains distributions). The Class B
contingent deferred sales charge is paid to the Distributor to reimburse
its expenses of providing distribution-related services to the Fund in
connection with the sale of Class B shares.

To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 6 years, and (3) shares held the longest during the
6-year period.

The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:

<TABLE>
<CAPTION>
Contingent Deferred Sales Charge
Years Since Beginning of Month in On Redemptions in That Year
which Purchase Order Was Accepted (As % of Amount Subject to Charge)
- -----------------------------------------------------------------------
<S> <C>
0-1 5.0%
1-2 4.0%
2-3 3.0%
3-4 3.0%
4-5 2.0%
5-6 1.0%
6 and following None
</TABLE>

In the table, a "year" is a 12-month period. All purchases are
considered to have been made on the first regular business day of the
month in which the purchase was made.

- Waivers of Class B Sales Charge. The Class B contingent deferred
sales charge will be waived if the shareholder requests it for redemptions
from accounts other than Retirement Plans following the death or
disability of the shareholder (the disability must have occurred after the
account was established and you must provide evidence of a determination
of disability by the Social Security Administration).

The contingent deferred sales charge is also waived on Class B shares
in the following cases: (i) shares sold to the Manager or its affiliates;
(ii) shares sold to registered management investment companies or separate
accounts of insurance companies having an agreement with the Manager or
the Distributor for that purpose; (iii) shares issued in plans of
reorganization to which the Fund is a party; and (iv) shares redeemed in
involuntary redemptions as described below. Further details about this
policy are contained in "Reduced Sales Charges" in the Statement of
Additional Information.

- Automatic Conversion of Class B Shares. 72 months after you
purchase Class B shares, those shares will automatically convert to Class
A shares. This conversion feature relieves Class B shareholders of the
asset-based sales charge that applies to Class B shares under the Class
B Distribution and Service Plan, described below. The conversion is based
on the relative net asset value of the two classes, and no sales load or
other charge is imposed. When Class B shares convert, any other Class B
shares that were acquired by the reinvestment of dividends and
distributions on the converted shares will also convert to Class A shares.
The conversion feature is subject to the continued availability of a tax
ruling described in "Alternative Sales Arrangements - Class A and Class
B Shares" in the Statement of Additional Information.

- Distribution and Service Plan for Class B Shares. The Fund has
adopted a Distribution and Service Plan for Class B shares to reimburse
the Distributor for its services and costs in distributing Class B shares
and servicing accounts. Under the Plan, the Fund pays the Distributor an
annual "asset-based sales charge" of 0.75% per year on Class B shares that
are outstanding for 6 years or less. The Distributor also receives a
service fee of up to 0.25% per year. The Board has currently set the
service fee at 0.15% per year, which amount may be increased by the Board
from time to time up to the maximum of 0.25%. Both fees are computed on
the average annual net assets of Class B shares, determined as of the
close of each regular business day. The asset-based sales charge allows
investors to buy Class B shares without a front-end sales charge while
allowing the Distributor to compensate dealers that sell Class B shares.
At a meeting to be held on May 25, 1995, the shareholders of the Fund will
be asked to approve a proposal to recharacterize the Plan as a
compensation type plan. If that proposal is not approved, this Prospectus
will be supplemented accordingly.

The Distributor uses the service fee to compensate dealers for
providing personal services for accounts that hold Class B shares. Those
services are similar to those provided under the Class A Service Plan,
described above. The asset-based sales charge and service fees increase
Class B expenses by up to 1.00% of average net assets per year.

The Distributor pays the service fee to dealers in advance for the
first year after Class B shares have been sold by the dealer. After the
shares have been held for a year, the Distributor pays the fee on a
quarterly basis. The Distributor pays sales commissions of 3.75% of the
purchase price to dealers from its own resources at the time of sale. The
Distributor retains the asset-based sales charge to recoup the sales
commissions it pays, the advances of service fee payments it makes, and
its financing costs.

The Distributor's actual expenses in selling Class B shares may be
more than the payments it receives from contingent deferred sales charges
collected on redeemed shares and from the Fund under the Distribution and
Service Plan for Class B shares. Therefore, those expenses may be carried
over and paid in future years. At December 31, 1994, the end of the Plan
year, the Distributor had incurred unreimbursed expenses under the Plan
of $388,274 (equal to 5.30% of the Fund's net assets represented by Class
B shares on that date), which have been carried over into the present Plan
year. 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 expenses it incurred before the Plan was terminated.

Special Investor Services

AccountLink. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions. These include purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.

AccountLink privileges must be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges on signature-guaranteed instructions to the
Transfer Agent. AccountLink privileges will apply to each shareholder
listed in the registration on your account as well as to your dealer
representative of record unless and until the Transfer Agent receives
written instructions terminating or changing those privileges. After you
establish AccountLink for your account, any change of bank account
information must be made by signature-guaranteed instructions to the
Transfer Agent signed by all shareholders who own the account.

- Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457. The purchase payment will be debited from
your bank account.

- PhoneLink. PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be
used on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.

- Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.

- Exchanging Shares. With the OppenheimerFunds exchange privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.

- Selling Shares. You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds
directly to your AccountLink bank account. Please refer to "How to Sell
Shares," below, for details.

Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis:

- Automatic Withdrawal Plans. If your Fund account is worth $5,000
or more, you can establish an Automatic Withdrawal Plan to receive
payments of at least $50 on a monthly, quarterly, semi-annual or annual
basis. The checks may be sent to you or sent automatically to your bank
account on AccountLink. You may even set up certain types of withdrawals
of up to $1,500 per month by telephone. You should consult the
Application and Statement of Additional Information for more details.

- Automatic Exchange Plans. You can authorize the Transfer Agent
automatically to exchange an amount you establish in advance for shares
of up to five other OppenheimerFunds on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan. The minimum purchase
for each OppenheimerFunds account is $25. These exchanges are subject to
the terms and conditions, described in "How to Exchange Shares," below.

Reinvestment Privilege. If you redeem some or all of your Fund shares,
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 Fund shares that you purchased
with an initial sales charge. It also applies to shares on which you paid
a contingent deferred sales charge when you redeemed them. You must be
sure to ask the Distributor for this privilege when you send your payment.
Please consult the Statement of Additional Information for more details.

How to Sell Shares

You can arrange to take money out of your account on any regular business
day by selling (redeeming) some or all of your shares. Your shares will
be sold at the net asset value next calculated after your order is
received and accepted by the Transfer Agent. The Fund offers you a number
of ways to sell your shares: in writing, by using Checkwriting or by
telephone. You can also set up an Automatic Withdrawal Plan to redeem
shares on a regular basis, as described above. If you have questions
about any of these procedures, and especially if you are redeeming shares
in a special situation, such as due to the death of the owner, please call
the Transfer Agent first, at 1-800-525-7048, for assistance.

- Certain Requests Require a Signature Guarantee. To protect you and
the Fund from fraud, certain redemption requests must be in writing and
must include a signature guarantee in the following situations (there may
be other situations also requiring a signature guarantee):

- You wish to redeem more than $50,000 worth of shares and receive
a check
- The redemption check is not payable to all shareholders listed on
the account statement
- The redemption check is not sent to the address of record on your
statement
- Shares are being transferred to a Fund account with a different
owner or name
- Shares are redeemed by someone other than the owners (such as an
Executor)

- Where Can I Have My Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing on behalf of a corporation, partnership or other business, or
as a fiduciary, you must also include your title in the signature.

Selling Shares by Mail. Write a "letter of instructions" that includes:

- Your name
- The Fund's name
- Your Fund account number (from your account statement)
- The dollar amount or number of shares to be redeemed
- Any special payment instructions
- Any share certificates for the shares you are selling, and
- Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell
shares.

Use the following address for requests by mail:
Oppenheimer Shareholder Services
P.O. Box 5270, Denver, Colorado 80217

Send courier or Express Mail requests to:
Oppenheimer Shareholder Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231

Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of the New York Stock Exchange that day, which is
normally 4:00 P.M., but which may be earlier on some days. You may not
redeem shares held under a share certificate by telephone.

- To redeem shares through a service representative, call 1-800-852-
8457
- To redeem shares automatically on PhoneLink, call 1-800-533-3310

Whichever method you use, you may have a check sent to the address
on the account statement, or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds wired to that bank
account.

- Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone, in any 7-day period. The check must be payable to all
owners of record of the shares and must be sent to the address on the
account statement. This service is not available within 30 days of
changing the address on an account.

- Telephone Redemptions Through AccountLink. There are no dollar
limits on telephone redemption proceeds sent to a bank account designated
when you establish AccountLink. Normally the ACH wire to your bank is
initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are
waiting to be wired.

Checkwriting. To be able to write checks against your Fund account, you
may request that privilege on your account Application or you can contact
the Transfer Agent for signature cards, which must be signed (with a
signature guarantee) by all owners of the account and returned to the
Transfer Agent so that checks can be sent to you to use. Shareholders with
joint accounts can elect in writing to have checks paid over the signature
of one owner. If you previously signed a signature card to establish a
Checkwriting in another Oppenheimer fund, simply call 1-800-525-7048 to
request Checkwriting for an account in this Fund with the same
registration as the previous Checkwriting account.
- Checks can be written to the order of whomever you wish, but may
not be cashed at the Fund's bank or custodian.
- Checkwriting privileges are not available for accounts holding
Class B shares, or Class A shares that are subject to a contingent
deferred sales charge.
- Checks must be written for at least $100.
- Checks cannot be paid if they are written for more than your
account value. Remember: your shares fluctuate in value and you should
not write a check close to the total account value.
- You may not write a check that would require the Fund to redeem
shares that were purchased by check or Asset Builder Plan payments within
the prior 10 days.
- Don't use your checks if you changed your Fund account number.

Selling Shares Through Your Dealer. The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers. Brokers or dealers may charge for that service. Please refer
to "Special Arrangements for Repurchase of Shares from Dealers and
Brokers" in the Statement of Additional Information for more details.

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain OppenheimerFunds
at net asset value per share at the time of exchange, without sales
charge. To exchange shares, you must meet several conditions:

- Shares of the fund selected for exchange must be available for sale
in your state of residence
- The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege
- You must hold the shares you buy when you establish your account
for at least 7 days before you can exchange them; after the account is
open 7 days, you can exchange shares every regular business day
- You must meet the minimum purchase requirements for the fund you
purchase by exchange
- Before exchanging into a fund, you should obtain and read its
prospectus

Shares of a particular class may be exchanged only for shares of the
same class in the other OppenheimerFunds. For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund. At
present, not all of the OppenheimerFunds offer the same classes of shares.
If a fund has only one class of shares that does not have a class
designation, they are "Class A" shares for exchange purposes. Certain
OppenheimerFunds offer Class A shares and Class B or Class C shares, and
a list can be obtained by calling the Distributor at 1-800-525-7048. In
some cases, sales charges may be imposed on exchange transactions. Please
refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.

Exchanges may be requested in writing or by telephone:

- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."

- Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by
using PhoneLink for automated exchanges, by calling 1-800-533-3310.
Telephone exchanges may be made only between accounts that are registered
with the same name(s) and address. Shares held under certificates may not
be exchanged by telephone.

You can find a list of OppenheimerFunds currently available for
exchanges in the Statement of Additional Information or obtain one by
calling a service representative at 1-800-525-7048. Exchanges of shares
involve a redemption of the shares of the fund you own and a purchase of
shares of the other fund.

There are certain exchange policies you should be aware of:

- Shares are normally redeemed from one fund and purchased from the
other fund in the exchange transaction on the same regular business day
on which the Transfer Agent receives an exchange request that is in proper
form by the close of the New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days. However, either fund
may delay the purchase of shares of the fund you are exchanging into if
it determines it would be disadvantaged by a same-day transfer of the
proceeds to buy shares. For example, the receipt of multiple exchange
requests from a dealer in a "market-timing" strategy might require the
disposition of portfolio securities at a time or price disadvantageous to
the Fund.

- Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.

- The Fund may amend, suspend or terminate the exchange privilege at
any time. Although the Fund will attempt to provide you notice whenever
it is reasonably able to do so, it may impose these changes at any time.

- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

- Net Asset Value Per Share is determined for each class of shares
as of the close of the New York Stock Exchange on each regular business
day by dividing the value of the Fund's net assets attributable to a class
by the number of shares of that class that are outstanding. The Fund's
Board of Trustees has established procedures to value the Fund's
securities to determine net asset value. In general, securities values
are based on market value. There are special procedures for valuing
illiquid and restricted securities, obligations for which market values
cannot be readily obtained, and call options and hedging instruments.
These procedures are described more completely in the Statement of
Additional Information.

- The offering of shares may be suspended during any period in which
the determination of net asset value is suspended, and the offering may
be suspended by the Board of Trustees at any time the Board believes it
is in the Fund's best interest to do so.

- Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.

- The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund will be liable for
losses or expenses arising out of telephone instructions reasonably
believed to be genuine. If you are unable to reach the Transfer Agent
during periods of unusual market activity, you may not be able to complete
a telephone transaction and should consider placing your order by mail.

- Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.

- Dealers that can perform account transactions for their clients by
participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions, and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously or improperly.

- The redemption price for shares will vary from day to day because
the value of the securities in the Fund's portfolio fluctuates, and the
redemption price, which is the net asset value per share, will normally
be different for Class A and Class B shares. Therefore, the redemption
value of your shares may be more or less than their original cost.

- Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments. Effective June 7, 1995,
for accounts registered in the name of a broker-dealer, payment will be
forwarded within 3 business days. The Transfer Agent may delay forwarding
a check or processing a payment via AccountLink for recently purchased
shares, but only until the purchase payment has cleared. That delay may
be as much as 10 days from the date the shares were purchased. That delay
may be avoided if you purchase shares by certified check or arrange with
your bank to provide telephone or written assurance to the Transfer Agent
that your purchase payment has cleared.

- Involuntary redemptions of small accounts may be made by the Fund
if the account value has fallen below $200 for reasons other than the fact
that the market value of shares has dropped, and in some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.

- Under unusual circumstances, shares of the Fund may be redeemed "in
kind," which means that the redemption proceeds will be paid with
securities from the Fund's portfolio. Please refer to "How to Sell
Shares" in the Statement of Additional Information for more details.

- "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from taxable dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a certified Social
Security or Employer Identification Number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of dividends.

- The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent.
Under the circumstances described in "How To Buy Shares," you may be
subject to a contingent deferred sales charge when redeeming certain Class
A and Class B shares.

- To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on the Fund's records.
However, each shareholder may call the Transfer Agent at 1-800-525-7048
to ask that copies of those materials be sent personally to that
shareholder.

Dividends, Capital Gains and Taxes

Dividends. The Fund declares dividends separately for Class A and Class
B shares from net tax-exempt income and/or net investment income each
regular business day and pays such dividends to shareholders monthly.
Normally, dividends are paid on or about the tenth business day of each
month, but the Board of Trustees can change that date. It is expected that
distributions paid with respect to Class A shares will generally be higher
than for Class B shares because expenses allocable to Class B shares will
generally be higher.

Capital Gains. Although the Fund does not seek capital gains, it may
realize capital gains on the sale of portfolio securities. If it does,
it may make distributions out of any net short-term or long-term capital
gains in December. The Fund may make supplemental distributions of
dividends and capital gains following the end of its fiscal year (which
ends December 31st). Long-term capital gains will be separately
identified in the tax information the Fund sends you after the end of the
year. Short-term capital gains are treated as dividends for tax purposes.
There can be no assurance that the Fund will pay any capital gains
distributions in a particular year.

Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. You have four
options:

- Reinvest all distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.
- Reinvest long-term capital gains only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or
sent to your bank account on AccountLink.
- Receive all distributions in cash. You can elect to receive a
check for all dividends and long-term capital gains distributions or have
them sent to your bank on AccountLink.
- Reinvest your distributions in another OppenheimerFunds account.
You can reinvest all distributions in another OppenheimerFunds account you
have established.

Taxes. Long-term capital gains are taxable as long-term capital gains
when distributed to shareholders for Federal income tax purposes. It does
not matter how long you hold your shares. Dividends paid from short-term
capital gains and net investment income are taxable as ordinary income.
To the extent that distributions are derived from interest on Pennsylvania
Municipal Securities, obligations of the U.S. Government and certain of
its territories, agencies, and instrumentalities, such distributions will
also be exempt from Pennsylvania personal income tax and, in the case of
residents of the City of Pennsylvania, the investment income tax of the
School District of Philadelphia. Dividends designated as capital gains
dividends for Federal income tax purposes will also be exempt from the
investment income tax of the School District of Philadelphia. Dividends
paid from net investment income earned by the Fund on Municipal Securities
will be excludable from your gross income for Federal income tax purposes.
A portion of the dividends paid by the Fund may be an item of tax
preference if you are subject to the alternative minimum tax. Certain
distributions are subject to Federal income tax and may be subject to
state and/or local taxes. Such distributions are taxable when paid,
whether you reinvest them in additional shares or take them in cash. Every
year the Fund will send you and the IRS a statement showing the amount of
each taxable distribution you received in the previous year.

- "Buying a Dividend". When a fund goes ex-dividend, its share price
is reduced by the amount of the distribution. If you buy shares on or
just before the ex-dividend date, or just before the Fund declares a
capital gains distribution, you will pay the full price for the shares and
then receive a portion of the price back as a taxable dividend or capital
gain.

- Taxes on Transactions. Even though the Fund seeks tax-exempt
income for distribution to shareholders, you may have a capital gain or
loss when you sell or exchange your shares. A capital gain or loss is the
difference between the price you paid for the shares and the price you
receive when you sell them. Any capital gain is subject to capital gains
tax.

- Returns of Capital. In certain cases distributions made by the
Fund may be considered a non-taxable return of capital to shareholders.
If that occurs, it will be identified in notices to shareholders. A non-
taxable return of capital may reduce your tax basis in your Fund shares.

This information is only a summary of certain Federal tax information
about your investment. More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular
tax situation.

<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER PENNSYLVANIA TAX-EXEMPT FUND

Graphic material included in Prospectus of Oppenheimer Pennsylvania
Tax-Exempt Fund: "Comparison of Change in Value of $10,000 Hypothetical
Investments in Oppenheimer Pennsylvania Tax-Exempt Fund and the Lehman
Brothers Municipal Bond Index

A linear graph will be included in the Prospectus of Oppenheimer
Pennsylvania Tax-Exempt Fund (the "Fund") depicting the initial account
value and subsequent account value of a hypothetical $10,000 investment
in the Fund during each of the Fund's fiscal years since the commencement
of the Fund's operations as to Class A shares (September 18, 1989) and the
initial public offering of Class B shares (May 1, 1993) and comparing such
values with the same investments over the same time periods with the
Lehman Brothers Municipal Bond Index. Set forth below are the relevant
data points that will appear on the linear graph. Additional information
with respect to the foregoing, including a description of the Lehman
Brothers Municipal Bond Index, is set forth in the Prospectus under
"Performance of the Fund - How Has the Fund Performed?"

Fiscal Year Oppenheimer Pennsylvania Lehman Brothers
(Period) Ended Tax-Exempt Fund A Municipal Bond Index
- -------------- ------------------------ --------------------
<S> <C> <C>
9/18/89(1) $ 9,525 $10,000
12/31/89 $ 9,805 $10,384
12/31/90 $10,392 $11,141
12/31/91 $11,582 $12,494
12/31/92 $12,509 $13,595
12/31/93 $14,163 $15,265
12/31/94 $13,114 $14,476

Fiscal Year Oppenheimer Pennsylvania Lehman Brothers
(Period) Ended Tax-Exempt Fund B Municipal Bond Index
- -------------- ------------------------ --------------------
5/1/93(2) $10,000 $10,000
12/31/93 $10,641 $10,718
12/31/94 $ 9,420 $10,164

<FN>
_________________________
(1) The Fund commenced operations on September 18, 1989.
(2) Class B shares of the Fund were first publicly offered on May 1, 1993.
</TABLE>

<PAGE>
Oppenheimer Pennsylvania Tax-Exempt Fund
Two World Trade Center
New York, New York 10048-0203

Investment Advisor
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203

Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203

Transfer Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043

Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036

No dealer, broker, salesperson or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus or the Statement of Additional Information,
and if given or made, such information and representations must not be
relied upon as having been authorized by the Fund, Oppenheimer Management
Corporation, Oppenheimer Funds Distributor, Inc., or any affiliate
thereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in
any state to any person to whom it is unlawful to make such an offer in
such state.

PR0740.001.0495 * Printed on recycled paper

OPPENHEIMER
Pennsylvania Tax-Exempt Fund

Prospectus

Effective April 25, 1995

(OppenheimerFunds Logo)

<PAGE>

OPPENHEIMER
Pennsylvania Tax-Exempt Fund

Prospectus and
New Account Application

Effective April 25, 1995

(OppenheimerFunds Logo)
<PAGE>

Oppenheimer Pennsylvania Tax-Exempt Fund

Prospectus dated April 25, 1995.

Oppenheimer Pennsylvania Tax-Exempt Fund (the "Fund") is a mutual fund
that seeks as high a level of current interest income exempt from Federal
and Pennsylvania personal income taxes for individual investors as is
available from municipal securities and consistent with preservation of
capital. The Fund will invest primarily in securities issued by the
Commonwealth of Pennsylvania and local governments and governmental
agencies, the income from which is tax-exempt as discussed 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 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. 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.

<PAGE>
Contents

ABOUT THE FUND

3 Expenses
5 Overview of the Fund
6 Financial Highlights
9 Investment Objective and Policies
17 How the Fund is Managed
19 Performance of the Fund

ABOUT YOUR ACCOUNT

<PAGE>

ABOUT THE FUND

Expenses

Exchange Fee None None

The numbers in the table below are projections of the Fund's
business expenses based on the Fund's expenses in its last fiscal year.
These amounts are shown as a percentage of the average net assets of each
class of the Fund's shares for that year. The 12b-1 Distribution Plan
Fees for Class A shares are service fees. For Class B shares the 12b-1
Distribution Plan Fees are service fees and asset-based sales charges.
The service fee for Class A shares is 0.15% and for Class B shares is
0.25% (currently set at 0.15%) of average annual net assets of the class,
and the asset-based sales charge for Class B shares is 0.75%. These plans
are described in greater detail in "How to Buy Shares."

Class A Shares Class B Shares
-------------- --------------
Management Fees .60% .60%
12b-1 Distribution Plan Fees .15% .90%
Other Expenses .23% .25%
Total Fund Operating Expenses .98% 1.75%

1 year 3 years 5 years 10 years*
------ ------- ------- --------
Class A Shares $57 $77 $99 $162
Class B Shares $68 $85 $115 $131

If you did not redeem your investment, it would incur the following
expenses:

1 year 3 years 5 years 10 years*
------ ------- ------- --------
Class A Shares $57 $77 $99 $162
Class B Shares $18 $55 $95 $131

<PAGE>
Overview of the Fund

- Who Manages the Fund? The Fund's investment adviser is
Oppenheimer Management Corporation, which (including a subsidiary) advises
investment company portfolios having over $29 billion in assets at
December 31, 1994. The Fund's portfolio manager, who is primarily
responsible for the selection of the Fund's securities, is Robert E.
Patterson. The Manager is paid an advisory fee by the Fund, based on its
net assets. The Fund's Board of Trustees, elected by shareholders,
oversees the investment adviser and the portfolio manager. Please refer
to "How the Fund is Managed," starting on page 17 for more information
about the Manager and its fees.

- How Risky is the Fund? All investments carry risks to some
degree. The Fund's bond investments are subject to changes in their value
from a number of factors such as changes in general bond market movements,
the change in value of particular bonds because of an event affecting the
issuer, or changes in interest rates that can affect bond prices. These
changes affect the value of the Fund's investments and its price per
share. The fact that the Fund concentrates its investments in
Pennsylvania Municipal Securities or the Fund's ability to invest its
assets in a single issuer or limited number of issuers entails greater
risk than an investment in a diversified investment company. The Fund's
investment in certain derivative investments may add a degree of risk not
present in a fund that does not invest in such securities.

<PAGE>

Financial Highlights

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

Income (loss) from investment operations:
Net investment income .67 .69 .76 .74
Net realized and unrealized gain
(loss) on investments (1.64) .85 .17 .53
------ ------ ------ ------

Total income (loss) from
investment operations (.97) 1.54 .93 1.27

Net asset value, end of period $11.19 $12.85 $12.05 $11.93
====== ====== ====== ======

TOTAL RETURN, AT NET ASSET VALUE(3) (7.68)% 13.12% 8.04% 11.49%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $60,857 $64,640 $33,290 $13,791

Average net assets (in thousands) $62,786 $50,974 $21,936 $10,717

Number of shares outstanding
at end of period (in thousands) 5,440 5,031 2,764 1,156

Portfolio turnover rate(5) 37.0% 14.6% 29.9% 15.5%
</TABLE>

Net asset value, end of period $11.43 $11.58 $11.19 $12.84
====== ====== ====== ======

TOTAL RETURN, AT NET ASSET VALUE(3) 6.00% 3.25% (8.32)% 6.67%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $8,406 $2,353 $9,484 $5,576

Average net assets (in thousands) $5,170 $1,231 $7,329 $2,770

Number of shares outstanding
at end of period (in thousands) 735 203 848 434

Portfolio turnover rate(5) 5.3% 0.0% 37.0% 14.6%
</TABLE>

1. For the period from May 1, 1993 (inception of
offering) to December 31, 1993.

2. For the period from September 18, 1989 (commencement
of operations) to December 31, 1989.

4. Annualized.

<PAGE>
Investment Objective and Policies

The Board of Trustees of the Trust (as defined below) may change
non-fundamental policies without shareholder approval, although
significant changes will be described in amendments to this Prospectus.
Fundamental policies are those that cannot be changed without the approval
of a "majority" of the Fund's outstanding voting shares. The term
"majority" is defined in the Investment Company Act to be a particular
percentage of outstanding voting shares (and this term is explained in the
Statement of Additional Information).

The risks of investing in derivative investments include not only
the ability of the issuer of the derivative investment to pay the amount
due on the maturity of the investment, but also the risk that the
underlying security or investment might not perform the way the Manager
expected it to perform. That can mean that the Fund will realize less
income than expected. Another risk of investing in derivative investments
is that their market value could be expected to vary to a much greater
extent than the market value of municipal securities that are not
derivative investments but have similar credit quality, redemption
provisions and maturities.

- Put and Call Options. The Fund may buy and sell certain kinds of
put options (puts) and call options (calls).

Other Investment Restrictions. The Fund has other investment restrictions
which are fundamental policies.

How the Fund is Managed

The Fund is governed by a Board of Trustees, which is responsible
for protecting the interests of shareholders under Massachusetts law. The
Trustees meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager.
"Trustees and Officers of the Trust" in the Statement of Additional
Information names the Trustees and provides more information about them
and the officers of the Trust. Although the Trust is not required by law
to hold annual meetings, it may hold shareholder meetings from time to
time on important matters, and shareholders have the right to call a
meeting to remove a Trustee or to take other action described in the
Trust's Declaration of Trust.

Performance of the Fund

- Management's Discussion of Performance. During the Fund's fiscal
year ended December 31, 1994, the Fund's performance was affected by
aggressive increases in short-term interest rates by the Federal Reserve
Board. Because the Manager kept the Fund's duration, a technical measure
of a bond portfolio's sensitivity to interest rate changes, slightly
longer than those of many other funds, the Fund's net asset value declined
more than some other funds. To position the Fund's portfolio more
defensively, the Manager reduced the Fund's average maturity which made
the Fund's portfolio less sensitive to changing interest rates than
longer-maturity bonds. The Manager reduced the Fund's exposure to issues
supported by investor-owned utilities which are sensitive to an
increasingly competitive operating environment.

Comparison of Change in Value
of $10,000 Hypothetical Investments in
Oppenheimer Pennsylvania Tax-Exempt Fund
and The Lehman Brothers Municipal Bond Index

(Graph)

Past Performance is not predictive of future performance.

Average Annual Total Returns of the Fund at 12/31/94

1 Year Life
------ ----
Class A: -12.06% 5.26%*
Class B: -12.68% -3.53%**

______________
* The inception date of the Fund (Class A shares) was 9/18/89.
** Class B shares of the Fund were first publicly offered on 5/1/93.

A B O U T Y O U R A C C O U N T

How to Buy Shares

- Class B Shares. If you buy Class B shares, you pay no sales
charge at the time of purchase, but if you sell your shares within six
years, you will normally pay a contingent deferred sales charge, described
below, that varies depending on how long you own your shares.

- How Much Do You Plan to Invest? If you plan to invest a
substantial amount over the long term, the reduced sales charges available
for larger purchases of Class A shares may offset the effect of paying an
initial sales charge on your investment (which reduces the amount of your
investment dollars used to buy shares for your account), compared to the
effect over time of higher expenses on Class B shares, for which no
initial sales charge is paid. Additionally, dividends payable to Class
B shareholders will be reduced by the additional expenses borne solely by
Class B, such as the asset-based sales charge described below.

- Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.

- Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "Oppenheimer Funds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217. If you don't list a dealer on the application,
the Distributor will act as your agent in buying the shares. However, we
recommend that you discuss your investment first with a financial advisor,
to be sure it is appropriate for you.