OPPENHEIMER GLOBAL GROWTH & INCOME FUND
497, 1994-11-09
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                  OPPENHEIMER GLOBAL GROWTH & INCOME FUND
                 Supplement dated November 1, 1994 to the 
                     Prospectus dated January 20, 1994

     The Prospectus is amended as follows:

     1.   The Fund's supplement dated October 1, 1994 and the additional
commission arrangement it describes are superceded by this supplement.

     2.   The following text is added below the Class A sales charge table
in "Class A Shares" on page 15 of the Prospectus:

          In addition to paying dealers the regular commission for
     sales of Class A shares stated in the sales charge table in
     "Class A Shares," the Distributor will pay the following
     additional commission:

          A.   For shares of the Fund sold in "previous qualifying
     transactions" from October 1, 1994, through October 31, 1994,
     the Distributor will pay: (1) 1.00% of the offering price of
     Class A shares and (2) .50% of the offering price of Class B
     shares of other Funds sold by a registered representative of a
     participating broker or dealer or a sales representative of a
     participating financial institution that has a sales agreement
     with the Distributor.  "Previous qualifying transactions" are
     sales by a registered representative or sales representative in
     the amount of $100,000 or more (calculated at offering price)
     of Class A and/or Class B shares (if available) of any one or
     more of the following OppenheimerFunds:  the Fund, Oppenheimer
     Global Fund, Oppenheimer Growth Fund, and Oppenheimer Strategic
     Income Fund.  "Previous qualifying transactions" do not include
     sales of Class A shares (a) at net asset value without sales
     charge, (b) subject to a contingent deferred sales charge, or
     (c) intended but not yet transacted under a Letter of Intent.

          B.   For shares of the Fund sold in "current qualifying
     transactions" from November 1, 1994, through December 31, 1994,
     the Distributor will pay: (1) 1.00% of the offering price of
     Class A shares, (2) on each sale of Class A shares made pursuant
     to the sales charge waiver arrangement described below in
     section 3 of this supplement, 1.00% of the first $2.5 million,
     plus .50% of the next $2.5 million, plus .25% of share purchases
     over $5 million; if such shares are redeemed less than eighteen
     months after the date such shares were sold, the Distributor is
     entitled to recover from the dealer or broker on demand this
     additional commission, and (3) .50% of the offering price of
     Class B shares of other Funds sold by a registered
     representative of a participating broker or dealer or a sales
     representative of a participating financial institution that has
     a sales agreement with the Distributor.  "Current qualifying
     transactions" are sales by a registered representative or sales
     representative in the amount of $100,000 or more (calculated at
     offering price) of Class A and/or Class B shares (if available)
     of any one or more of the following OppenheimerFunds:  the Fund,
     Oppenheimer Global Fund, Oppenheimer Growth Fund, Oppenheimer
     Champion High Yield Fund, Oppenheimer Limited-Term Government
     Fund, Oppenheimer Main Street Income & Growth Fund and
     Oppenheimer Strategic Income Fund.  The $100,000 requirement in
     this and in the preceding paragraph is satisfied if the
     aggregate of "previous qualifying transactions" and "current
     qualifying transactions" equals or exceeds $100,000.  "Current
     qualifying transactions" do not include sales of Class A shares
     (a) at net asset value without sales charge (except as described
     above in this supplement), (b) subject to a contingent deferred
     sales charge (although such sales are included for purposes of
     satisfying the $100,000 requirement), or (c) intended but not
     yet transacted under a Letter of Intent.  

     3.   The following text is added after the first sentence of the
subsection captioned "Other Circumstances" on page 17:

     In addition, no initial or deferred sales charge will be imposed
     on Class A shares of the Fund paid for with the redemption
     proceeds of shares of a mutual fund other than a money market
     fund or a fund managed by the Manager or its affiliates.  This
     sales charge waiver must be requested when you buy your shares,
     and the Distributor may require evidence of qualification for
     this waiver.








November 1, 1994                                        PS215.1194



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