OPPENHEIMER STRATEGIC INCOME & GROWTH FUND
Supplement dated May 1, 1997 to the
Prospectus dated January 15, 1997
The Prospectus is changed as follows:
1. The Supplement dated March 6, 1997 to the Prospectus is
replaced by this Supplement.
2. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is revised to read as follows:
(1) If you invest $1 million or more
($500,000 or more for purchases by "Retirement
Plans", as defined in "Buying Class A Shares -
Class A Contingent Deferred Sales Charge" on
page 27) in Class A shares, you may have to
pay a sales charge of up to 1% if you sell
your shares within 12 calendar months (18
months for shares purchased prior to May 1,
1997) from the end of the calendar month
during which you purchased those shares. See
"How to Buy Shares - Buying Class A Shares",
below.
3. The following paragraphs are added at the end of "How the Fund
is Managed" on page 26:
The Board of Trustees of the Fund has determined that it is
in the best interest of the Fund's shareholders that the Fund
reorganize with and into Oppenheimer Multiple Strategies
Fund. The Board of Trustees unanimously approved the terms
of an Agreement and Plan of Reorganization to be entered
into between these funds (the "Reorganization Plan") and the
transactions contemplated (the transactions are referred to
as the "Reorganization"). The Board of Trustees further
determined that the Reorganization should be submitted to the
Fund's shareholders for approval, and recommended that
shareholders approve the Reorganization.
Pursuant to the Reorganization Plan, (i) substantially all
of the assets of the Fund would be exchanged for shares of
Oppenheimer Multiple Strategies Fund, (ii) these shares of
Oppenheimer Multiple Strategies Fund would be distributed to
the shareholders of the Fund, (iii) the Fund would be
liquidated, and (iv) the outstanding shares of the Fund would
be canceled. It is expected that the Reorganization will be
tax-free, pursuant to Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended, and the Fund will request
an opinion of tax counsel to that effect.
A meeting of the shareholders has been scheduled for June 17,
1997 to vote on the Reorganization. Approval of the
Reorganization requires the affirmative vote of a majority
of the outstanding shares of the Fund .The term "majority" is
defined in the Investment Company Act of 1940, as amended, as
a special majority. It is also explained in the Statement of
Additional Information. There is no assurance that the Fund's
shareholders will approve the Reorganization. Details about the
Reorganization are contained in a proxy statement and other
soliciting materials which have been sent to the Fund's
shareholders of record as of April 11, 1997. Persons who become
shareholders of the Fund after the record date for the
shareholder meeting will not be entitled to vote on the
reorganization.
4. In "Class A Shares" under "Classes of Shares" on page 31, the
second sentence is replaced by the following: "If you purchase
Class A shares as part of an investment of at least $1 million
($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if
you sell any of those shares within 12 months of buying them (18
months if the shares were purchased prior to May 1, 1997), you may
pay a contingent deferred sales charge."
5. The following is added to "Which Class of Shares Should You
Choose? - How Does it Affect Payments To My Broker?" on page 33:
"The Distributor may pay additional periodic compensation from its
own resources to securities dealers or financial institutions based
upon the value of shares of the Fund owned by the dealer or
financial institution for its own account or for its customers."
6. In the second paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 36, the first sentence is
replaced by the following:
The Distributor pays dealers of record commission on
those purchases in an amount equal to (i) 1.0% for non-
Retirement Plan accounts, and (ii) for Retirement Plan
accounts, 1.0% of the first $2.5 million, plus 0.50% of the
next $2.5 million, plus 0.25% of purchases over $5 million,
calculated on a calendar year basis.
7. In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 36, the first sentence is
replaced by the following:
If you redeem any of those shares purchased prior to May 1,
1997, 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") may be
deducted from the redemption proceeds. A Class A contingent
deferred sales charge may be deducted from the redemption
proceeds of any of those shares purchased on or after May 1,
1997 that are redeemed within 12 months of the end of the
calendar month of their purchase.
8. The third sentence of the second paragraph of "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 37 is replaced by the following: "The Distributor will add
the value, at current offering price, of the shares you previously
purchased and currently own to the value of current purchases to
determine the sales charge rate that applies."
9. The third sub-paragraph in "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 39 is
replaced by the following:
if, at the time of purchase of shares (prior to
May 1, 1997) the dealer agreed in writing to accept the
dealer's portion of the sales commission in installments of
1/18th of the commission per month (and no further commission
will be payable if the shares are redeemed within 18 months
of purchase);
if, at the time of purchase of shares (on or after
May 1, 1997) the dealer agrees in writing to accept the
dealer's portion of the sales commission in installments of
1/12th of the commission per month (and no further commission
will be payable if the shares are redeemed within 12 months
of purchase);
10. The following subparagraphs are added at the end of
"Waivers of the Class A Contingent Deferred Sales Charge for
Certain Redemptions" on page 40:
for distributions from Retirement Plans having 500
or more eligible participants, except distributions due to
termination of all of the Oppenheimer funds as an investment
option under the Plan; and
for distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
11. The following sentence is added to the end of the fourth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 42:
If a dealer has a special agreement with the Distributor, the
Distributor will pay the Class B service fee and the asset-
based sales charge to the dealer quarterly in lieu of paying
the sales commission and service fee advance at the time of
purchase.
12. The following is added as a new penultimate sentence to the
fifth paragraph of "Distribution and Service Plans for Class B and
Class C shares" on page 42:
If a dealer has a special agreement with the Distributor,
the Distributor shall pay the Class C service fee and asset-
based sales charge to the dealer quarterly in lieu of paying
the sales commission and service fee advance at the time of
purchase.
13. The introductory phrase in the sixth sub-paragraph of
"Waivers for Redemptions of Shares in Certain Cases" in "Waivers of
Class B and Class C Sales Charges" on page 43 is replaced with the
following and a new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype
401(k) plans and from certain Massachusetts Mutual Life
Insurance Company prototype 401(k) plans . . . or (6) for
loans to participants or beneficiaries.
14. The following sub-paragraph is added at the end of
"Waivers for Redemptions in Certain Cases" in "Waivers of Class B
and Class C Sales Charges" on page 43:
Distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
15. The section captioned "Special Investor Services" on page
44 is revised by adding the following after the sub-section
captioned "PhoneLink":
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to the
Transfer Agent by fax (telecopier). Please call 1-800-525-
7048 for information about which transactions are included.
Transaction requests submitted by fax are subject to the same
rules and restrictions as written and telephone requests
described in this Prospectus.
May 1, 1997
