OPPENHEIMER GLOBAL GROWTH & INCOME FUND
497, 1994-11-23
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                         OPPENHEIMER GLOBAL GROWTH & INCOME FUND
                          Supplement dated November 22, 1994 to
                          the Prospectus dated January 20, 1994

The Prospectus is hereby amended as follows:

1.  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.

2.  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
        no redemption
    4.  Class C Shares,      $24       $ 73        $126       $269
        assuming no 
        redemption

3.  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."

November 22, 1994                                        PS216.1194


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