OPPENHEIMER ENTERPRISE FUND
497, 1999-04-19
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                       OPPENHEIMER ENTERPRISE FUND

                 Supplement dated April 16, 1999 to the
                     Prospectus dated April 1, 1999

The Prospectus is changed as follows:

      The Fund's Distributor,  OppenheimerFunds  Distributor,  Inc., currently
intends  that it will not  accept any  orders to  purchase  shares of the Fund
from new  investors  after the Fund's total assets  reach $500  million.  When
that occurs,  the Distributor  will not accept  purchase  orders  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).

      There are certain exceptions to this closure of sales:

      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 the date the Fund is  closed to new  investors,  and who had
elected to reinvest  dividends  and/or  capital gains  distributions  prior to
that date.

      Shareholders  who owned shares of the Fund prior to the date the Fund is
closed to new  investors  and who  continue to own Fund shares on the date the
Fund is closed to new investors may purchase  additional shares of the Fund in
amounts  not  exceeding  $5,000 per account per month.  For  accounts  held in
nominee or "street" name,  that $5,000  purchase 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  Distributor,  in its  discretion,  reserves  the right to waive the
$5,000 purchase limit in the case of purchases by institutional investors.

      The section of the  Prospectus  entitled  "How To Buy  Shares,"  and all
other  sections  of the  Prospectus  that  relate to  purchases  of shares are
modified by the terms of this supplement.

April 16, 1999                                                PS0885.010



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