OPPENHEIMER ENTERPRISE FUND
497, 1996-03-29
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                       OPPENHEIMER ENTERPRISE FUND

                 Supplement dated April 1, 1996 to the 
                    Prospectus dated November 7, 1995

The Prospectus is changed as follows:

     Effective April 1, 1996, the Fund's Distributor, OppenheimerFunds
Distributor, Inc., will not accept any orders to purchase shares of the
Fund, whether such orders are submitted by brokers, dealers or other
financial institutions, or directly by investors, or by exchange requests
from a shareholder owning shares of another Oppenheimer fund (or by a
broker of record acting on behalf of a shareholder), except as set forth
below. Additional shares may be purchased by reinvestment of dividends
and/or capital gains distributions paid by the Fund to persons who were
shareholders of the Fund as of March 31, 1996, and who elected to reinvest
dividends and/or capital gains distributions prior to April 1, 1996. 
Persons who owned shares of the Fund prior to April 1, 1996, may purchase
additional shares of the Fund in amounts not exceeding $5,000 per account
per month for those accounts that existed prior to April 1, 1996 (for
accounts held in nominee or "street" name, that limit applies to the
accounts of the underlying clients or customers, including participants
in employee benefit or retirement plans held in the name of a trustee or
plan administrator). 

     The section of the Prospectus entitled "How To Buy Shares," starting
on page 16 of the Prospectus, and all other applicable sections of the
Prospectus are modified accordingly by this supplement.


April 1, 1996



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