OPPENHEIMER GLOBAL GROWTH & INCOME FUND
497, 1994-12-30
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OPPENHEIMER GLOBAL GROWTH & INCOME FUND
Supplement dated January 3, 1995 to
the Prospectus dated January 20, 1994

The Prospectus is hereby amended as follows:

1.    The supplements dated November 1, 1994 and November 22, 1994, are no
      longer in effect.

2.    The following is added after the fourth sentence of the first
      paragraph beginning on page 3 that refers to the table on page 2
      captioned "Annual Fund Operating Expenses":

            "The Management Fees shown in the table, when restated to
            reflect the increase in management fees approved by the
            Fund's shareholders at a meeting called for June 20, 1994,
            would be 0.80% for both Class A and Class C shares. 
            "Total Fund Operating Expenses," similarly restated, would
            be 1.60% and 2.35%, respectively, for Class A and class C
            shares.  "Other Expenses" would be 0.55% for both Class A
            and Class C shares.

3.    When such restated expenses are taken into account, the table on page
      3 showing hypothetical examples of expenses for Class A and Class C
      shares of the Fund over stated time periods is revised as follows:

                              1 year   3 years  5 years   10 years

   1. Class A Shares          $73      $105     $140     $237
   2. Class C Shares          $34      $ 73     $126     $269
   3. Class A Shares,         $73      $105     $140     $237
        assuming no redemption
   4. Class C Shares,         $24      $ 73     $126     $269
      assuming no redemption

4.    The third sentence of the first paragraph on page 13 under the
      caption "Management of the Fund" is deleted and replaced with the
      following:

      "Under a new investment advisory agreement, which was approved by
      the Fund's shareholders at a meeting called for June 20, 1994, the
      Fund pays a monthly management fee to the Manager at the following
      annual rates, computed on the net assets of the Fund as of the
      close of business each day, which are higher than those paid by most other
      investment companies: 0.80% of the first $250 million of aggregate net
      assets; 0.77% of the next $250 million; 0.75% of the next $500 million;
      0.69% of the next $1 billion; and 0.67% thereafter.  The management fee
      rates in effect during the Fund's fiscal year ending September 30, 1993
      are in Note 4 to the financial statements included in the Fund's Statement
      of Additional Information."

5.    The first sentence of the fifth paragraph under the caption
      "Alternative Sales Arrangements" on page 14 is revised to read as
      follows:

           "Net asset value per share is determined for each class of
      shares as of the close of The New York Stock Exchange each day that
      Exchange is open (a "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."

6.    The first and second sentences of the sixth paragraph under the
      caption "Alternative Sales Arrangements" on page 14 are revised to
      read as follows:

           "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".  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."  

7.    The second sentence of the first paragraph under the caption "Class
      A Shares" on page 14 is revised to read as follows:

      "The offering price is determined as of the close of the New York
      Stock Exchange on each regular business day."

8.        The paragraph captioned "AccountLink" on page 20 is revised by
          replacing the text after the eighth sentence with the following:

"Dividends will begin to accrue on shares purchased by the proceeds of ACH
transfers on the business day the Fund receives Federal Funds for the
purchase through the ACH system before the close of The New York Stock
Exchange. The Exchange normally closes at 4:00 P.M., but may close earlier
on certain days.  If Federal Funds are received on a business day after
the close of the Exchange, the shares will be purchased and dividends will
begin to accrue on the next regular business day.  The proceeds of ACH
transfers are normally received by the Fund 3 days after the transfers are
initiated.  The Distributor and the Fund are not responsible for any
delays in purchasing shares resulting from delays in ACH transmissions."

9.        The fourth sentence of the first paragraph under the caption
          "Telephone Redemptions" on page 21 is revised to read as follows:

          "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
          may be earlier on some days."

10.    The second sentence of the first paragraph under the caption
       "Repurchase" on page 23 is revised to read as follows:

          "The repurchase price per share will be the net asset value next
          computed after the Distributor receives the order placed by the
          dealer or broker, except that if the Distributor receives a
          repurchase order from the dealer or broker after the close of The
          New York Stock Exchange on a regular business day, it will be
          processed at that day's net asset value, if the order was
          received by the dealer or broker from its customer prior to the
          time the Exchange closes (normally, that is 4:00 P.M., but may be
          earlier on some days) and the order was transmitted to and
          received by the Distributor prior to its close of business that
          day (normally 5:00 P.M.)."
       
11.    The fourth sentence of the paragraph captioned "How to Exchange
       Shares" on page 25 is revised to read as follows:

          "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."

January 3, 1995

<PAGE>
OPPENHEIMER GLOBAL GROWTH & INCOME FUND
Supplement Dated January 3, 1995
To the Statement of Additional Information Dated January 20, 1994

The first sentence of the section entitled "Determination of Net Asset
Value Per Share" under "How to Buy Shares" on page 27 of the Statement of
Additional Information is amended to read as follows, and a new second
sentence is added to that section as follows: 

   "The net asset values per share of Class A and Class C shares of the
   Fund are determined as of the close of business of The New York Stock
   Exchange (the "NYSE") on each day that the NYSE is open by dividing the
   Fund's net assets attributable to a class by the number of shares of
   that class that are outstanding.  The NYSE normally closes at 4:00 P.M.
   New York time, but may close earlier on some days (for example, in case
   of weather emergencies or on days falling before a holiday)."




January 3, 1995





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