ROCHESTER FUND MUNICIPALS
497, 1995-12-21
GROCERY STORES
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                           ROCHESTER FUND MUNICIPALS
 Supplement to Prospectus Dated May 1, 1995 (as supplemented on July 17, 1995)
           and Statement of Additional Information dated May 1, 1995

        ROCHESTER PORTFOLIO SERIES--LIMITED TERM NEW YORK MUNICIPAL FUND
  Supplement to Prospectus Dated May 1, 1995 (as supplemented on July 5, 1995)
           and Statement of Additional Information dated May 1, 1995

                 ROCHESTER FUND SERIES--THE BOND FUND FOR GROWTH
  Supplement to Prospectus Dated May 1, 1995 (as supplemented on July 5, 1995)
           and Statement of Additional Information dated May 1, 1995

     The Prospectus and Statement of Additional Information of each of the
above-referenced Funds are supplemented as follows:

     On December 20, 1995, the shareholders of each Fund approved new investment
advisory agreements ("New Agreements") between each Fund and Oppenheimer
Management Corporation ("Oppenheimer Management"), whose principal business
address is Two World Trade Center, New York, NY 10048-0203. In addition, on that
date shareholders of each Fund elected six Trustees and shareholders of each
class of shares of each Fund approved an Amended and Restated Distribution
and/or Service Plan and Agreement with Oppenheimer Funds Distributor, Inc. ("New
Plans"). The New Agreements and the New Plans were approved by the Board of
Trustees of each Fund on October 16, 1995.

     Subject to several conditions, Oppenheimer Management has agreed to acquire
the assets of each Fund's current investment adviser and certain of their
affiliates. If all such conditions are satisfied, it is anticipated that on or
about January 4, 1996, (1) Oppenheimer Management will become the investment
adviser to each Fund and the New Agreements will be implemented, (2) each Fund's
current portfolio manager will become an employee of Oppenheimer Management and
will continue to manage each Fund's portfolio, (3) Oppenheimer Funds
Distributor, Inc. will become the new principal underwriter of each Fund and the
New Plans will be implemented and (4) five individual who were elected by
shareholders on December 20, 1995 will replace all but one member of each Fund's
Board of Trustees. If these events occur, Oppenheimer Shareholders Services, a
division of Oppenheimer Management, will become each Fund's transfer agent on or
about March 8, 1996.

     Oppenheimer Management has operated as an investment adviser since 1959
and, together with a subsidiary, currently manages investment companies with
more than $40 billion in assets and more than 2.8 million shareholder accounts.
Oppenheimer Management is wholly owned by Oppenheimer Acquisition Corp., a
holding company which is owned in part by senior officers of Oppenheimer
Management and controlled by Massachusetts Mutual Life Insurance Company.

December 21, 1995




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