OPPENHEIMER STRATEGIC INCOME & GROWTH FUND
497, 1994-10-05
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                OPPENHEIMER STRATEGIC INCOME & GROWTH FUND
                Supplement dated September 23, 1994 to the
                     Prospectus dated January 25, 1994


The Prospectus is amended as follows:

1.    The supplement dated May 31, 1994 and the supplement dated January
25, 1994 for use in the States of Arizona, Texas, Vermont and Washington,
are hereby superceded.

2.    The first paragraph on the front cover is deleted and replaced with
the following:

      Oppenheimer Strategic Income & Growth Fund (the "Fund") is a
   mutual fund with a primary investment objective of current income
   and a secondary investment objective of capital appreciation.  The
   Fund intends to seek its primary investment objective of current
   income principally by investing in (1) U.S. Government Securities,
   (2) foreign fixed-income securities, and (3) domestic fixed-income
   securities, including lower-rated high yield, high risk bonds
   commonly called "junk bonds."  The Fund intends to seek its
   secondary investment objective of capital appreciation principally
   by investing in domestic equity securities.  

      The Fund may invest up to 100% of its assets in junk bonds, or
   foreign debt securities rated below investment grade, which are
   securities that may be considered to be speculative and involve
   greater risks, including risk of default, than higher-rated
   securities.  An investment in the Fund does not constitute a
   complete investment program and is not appropriate for persons
   unwilling or unable to assume the high degree of risk associated
   with investing in high yield, lower rated securities.  Investors
   should carefully consider these risks before investing.

3.    The section captioned "Participation Interests" on page 6 is deleted
and replaced with the following:

      -- Participation Interests.  The Fund may acquire participation
   interests in loans that are made to U.S. or foreign companies (the
   "borrower").  They may be interests in, or assignments of, the loan
   and are acquired from banks or brokers that have made the loan or
   are members of the lending syndicate.   No more than 5% of the
   Fund's net assets can be invested in participation interest of the
   same issuer.  The Manager has set certain creditworthiness standards
   for issuers of loan participations, and monitors their
   creditworthiness.  The value of loan participation interests depends
   primarily upon the creditworthiness of the borrower, and its ability
   to pay interest and principal.  Borrowers may have difficulty making
   payments.  If a borrower fails to make scheduled interest or
   principal payments, the Fund could experience a decline in the net
   asset value of its shares.  Some borrowers may have senior
   securities rated as low as "C" by Moody's or "D" by Standard &
   Poor's, but may be deemed acceptable credit risks.  Participation
   interests are subject to the Fund's limitations on investments in
   illiquid securities.  See "Illiquid and Restricted Securities".   
   

4.    The section captioned "Hedging" on pages 11-14 is deleted and
replaced with the following:

   Hedging With Options and Futures Contracts. The Fund may buy and
   sell options and futures contracts to try to manage its exposure to
   declining prices on its portfolio securities or to establish a
   position in the debt or equity securities markets as a temporary
   substitute for purchasing individual securities. 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 buying call options,
   tend to increase the Fund's exposure to the market. The Fund does
   not use hedging instruments for speculative purposes.  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.

      -- Calls and Puts.  The Fund may purchase call options on debt or
   equity securities, securities indices  or Futures (discussed below),
   if the calls are listed on a securities or commodities exchange or
   quoted on NASDAQ or traded in the over-the-counter market.  The Fund
   may also purchase calls in "closing purchase transactions" to
   terminate its call obligations.  The Fund may write and purchase put
   options on debt or equity securities, securities indices or Futures
   if (i) the put is listed on a securities or commodities exchange or
   quoted on NASDAQ or traded in the over-the-counter market, and (ii)
   any put written is covered by segregated liquid assets with not more
   than 50% of the Fund's assets subject to puts.  A call or put 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.  

      -- Interest Rate Futures and Financial Futures.  The Fund may buy
   and sell Futures.  An Interest Rate Future obligates the seller to
   deliver and the purchaser to take a specific type of debt security
   at a specific future date for a fixed price.  That obligation may
   be satisfied by actual delivery of the debt security or by entering
   into an offsetting contract.  A securities index assigns relative
   values to the securities included in that index and is used as a
   basis for trading long-term Financial Futures contracts.  Financial
   Futures reflect the price movements of securities included in the
   index.  They differ from Interest Rate Futures in that settlement
   is made in cash rather than by delivery of the underlying
   investment.  At present, the Fund does not intend to enter into
   Futures contracts and options on Futures, if, after any such
   purchase, the sum of margin deposits on Futures and premiums paid
   on Futures options would exceed 5% of the Fund's total assets.  

      -- Foreign Currency Options.  The Fund may purchase and write
   puts and calls on foreign currencies that are traded on a securities
   or commodities exchange or quoted by major recognized dealers in
   such options, for the purpose of protecting against declines in the
   dollar value of foreign securities and against increases in the
   dollar cost of foreign securities to be acquired.  

      -- Forward Contracts.  The Fund may enter into foreign currency
   exchange contracts ("Forward Contracts"), which obligate the seller
   to deliver and the purchaser to take a specific amount of foreign
   currency at a specific future  date for a fixed price.  The Fund may
   enter into a Forward Contract in order to "lock in" the U.S. dollar
   price of a security denominated in a foreign currency which it has
   purchased or sold but which has not yet settled, or to protect
   against a possible loss resulting from an adverse change in the
   relationship between the U.S. dollar and a foreign currency.  There
   is a risk that use of Forward Contracts may reduce gain that would
   otherwise result from a change in the relationship between the U.S.
   dollar and a foreign currency.  

      -- Interest Rate Swap Transactions.  The Fund may enter into
   interest rate swaps.  In an interest rate swap, the Fund and another
   party exchange their respective commitments to pay or receive
   interest on a security, (e.g., an exchange of floating rate payments
   for fixed rate payments).  The Fund will not use interest rate swaps
   for leverage.  Swap transactions will be entered into only as to
   security positions held by the Fund.  The Fund may not enter into
   swap transactions with respect to more than 25% of its total assets. 
   The Fund will segregate liquid assets (e.g., cash, U.S. Government
   securities or other appropriate high grade debt obligations) equal
   to the net excess, if any, of its obligations over its entitlements
   under the swap and will mark that amount daily.  

      -- Risks of Options and Futures Trading.  Hedging instruments can
   be volatile investments and may involve special risks.  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.  Options trading involves
   the payment of premiums and has special tax effects on the Fund.
   There are also special risks in particular hedging strategies. For
   example, in writing puts, there is a risk that the Fund may be
   required to buy the underlying security at a disadvantageous price.
   These risks and the hedging strategies the Fund may use are
   described in greater detail in the Statement of Additional
   Information.

5.    The following is added on page 12 after "Hedging" under the section
titled "Special Investment Methods":

   Derivative Investments.  The Fund can invest in a number of
   different kinds of "derivative investments."  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, index or currency.  In the
   broadest sense, derivative investments include exchange-traded
   options and futures contracts (see "Writing Covered Calls" and
   "Hedging with Options and Futures Contracts").  The risks of
   investing in derivative investments include not only the ability of
   the company issuing the instrument to pay the amount due on the
   maturity of the instrument, but also the risk that the underlying
   investment or security might not perform the way the Manager
   expected it to perform.  The performance of derivative investments
   may also be influenced by interest rate changes in the U.S. and
   abroad.  All of this can mean that the Fund will realize less
   principal and/or income than expected.  Certain derivative
   investments held by the Fund may trade in the over-the-counter
   market and may be illiquid.  See "Illiquid and Restricted
   Securities."

      Examples of derivative investments the Fund may invest in
   include, among others, "index-linked" notes.  These are debt
   securities of companies that call for payment on the maturity of the
   note in different terms than the typical note where the borrower
   agrees to pay a fixed sum on the maturity of the note.  The payment
   on maturity of an index-linked note depends on the performance of
   one or more market indices, such as the S & P 500 Index.  Further
   examples of derivative investments the Fund may invest in include
   "debt exchangeable for common stock" of an issuer or "equity-linked
   debt securities" of an issuer. At maturity, the principal amount of
   the debt security is exchanged for common stock of the issuer or is
   payable in an amount based on the issuer's common stock price at the
   time of maturity.  In either case there is a risk that the amount
   payable at maturity will be less than the principal amount of the
   debt. 

      Other examples of derivative investments the Fund may invest in
   are currency-indexed securities.  These are typically short-term or
   intermediate-term debt securities whose maturity values or interest
   rates are determined by reference to one or more specified foreign
   currencies.  Certain currency-indexed securities purchased by the
   Fund may have a payout factor tied to a multiple of the movement of
   the U.S. dollar (or the foreign currency in which the security is
   denominated) against the movement in the U.S. dollar, the foreign
   currency, another currency, or an index.  Such securities may be
   subject to increased principal risk and increased volatility than
   comparable securities without a payout factor in excess of one, but
   the Manager believes the increased yield offsets the increased risk. 
   





September 30, 1994                                   PS275


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