OPPENHEIMER TARGET FUND

                  Supplement dated January 3, 1995 to the
                       Prospectus dated May 1, 1994


The Prospectus is amended as follows:

1.   The supplement dated August 1, 1994 to the Prospectus is replaced by
this supplement.

2.   As of July 1, 1994, the Fund's shareholders have approved a Service
Plan for Class A shares under Rule 12b-1 of the Investment Company Act of
1940 that applies to all Class A shares of the Fund, regardless of the
date on which the shares were purchased.

3.   On July 1, 1994 and thereafter, per the Investment Advisory Agreement
between the Fund and Oppenheimer Management Corporation as the Manager,
and as disclosed on page 10 of the Prospectus under "The Manager and its
Affiliates -- Fees and Expenses," the annual management fee rate decreased
on the first and second $200 million of the Fund's aggregate net assets. 


     The table on page 3 under the caption "Annual Fund Operating
Expenses" is deleted and replaced with the following table that shows the
Fund's Annual Operating Expenses as if the management fee rate and the
Service Plan that are effective as of July 1, 1994 had been in effect
during the Fund's entire fiscal year ended December 31, 1993.

                                       Class A     Class C
                                       Shares      Shares

Management Fees (restated)             0.74%       0.74%
12b-1 Distribution and/or Service 
   Plan Fees (restated)                0.17%*      1.00%**
Other Expenses                         0.23%       0.39%
Total Fund Operating Expenses          1.14%       2.13%
   (restated)

*Service Plan fees only.
**Includes Service Plan fee and asset-based sales charge.

                                                                (continued)




4.   The section captioned "Examples" on page 3 is deleted and replaced
with the following:

     -- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make a $1,000 investment in each class of shares
of the Fund, and that the Fund's annual return is 5%, and that its
operating expenses for each class are the ones shown in the chart above. 
If you were to redeem your shares at the end of each period shown below,
your investment would incur the following expenses by the end of each
period shown:

                     1 year   3 years   5 years   10 years(1)

Class A Shares       $68      $92       $117      $188
Class C Shares       $32      $67       $114      $246

     If you did not redeem your investment, it would incur the following
expenses:


Class A Shares       $68      $92       $117      $188
Class C Shares       $22      $67       $114      $246

(1) Because of the asset-based sales charge imposed on Class C shares of
the Fund, long-term shareholders of Class C shares could bear expenses
that would be the economic equivalent of an amount greater than the
maximum front-end sales charges permitted under applicable regulatory
requirements.  

     These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary.

5.   The paragraph entitled "At What Price Are Shares Sold?" on page 14
is amended to change the time of day at which the net asset value is
determined, by revising the second, third and fourth sentences of that
paragraph to read as follows: "In most cases, to enable you to receive
that day's offering price, the Distributor must receive your order by the
time of day The New York Stock Exchange closes, which is normally 4:00
P.M., New York time, but may be earlier on some days (all references to
time in this Prospectus mean `New York time').  The net asset value of
each class of shares is determined as of that time on each day The New
York Stock Exchange is open (which is a "regular business day").  If you
buy shares through a dealer, the dealer must receive your order by the
close of The New York Stock Exchange on a regular business day and
transmit it to the Distributor so that it is received before the
Distributor's close of business that day, which is normally 5:00 P.M."

                                                    (continued)



6.   The section entitled "Selling Shares by Telephone" on page 19 is
amended by revising the second sentence to read as follows: "To receive
the redemption price on a regular business day, your call must be received
by the Transfer Agent by the close of The New York Stock Exchange that
day, which is normally 4:00 P.M., but may be earlier on some days."

7.   The section entitled "How To Exchange Shares" on page 20 is amended
by revising the first sentence in the first "bulleted" paragraph following
"Telephone Exchange Requests" to become two sentences that read as
follows: "Shares are normally redeemed from one fund and purchased from
the other fund in the exchange transaction on the same regular business
day on which the Transfer Agent receives an exchange request that is in
proper form by the close of The New York Stock Exchange that day, which
is normally 4:00 P.M. but may be earlier on some days.  However, either
fund may delay the purchase of shares of the fund you are exchanging into
if it determines it would be disadvantaged by a same-day transfer of
proceeds to buy shares."

8.   The first sentence of the section entitled "Net Asset Value Per
Share" under "Shareholder Account Rules and Policies" on page 21 is
revised to read as follows: "Net Asset Value Per Share is determined for
each class of shares as of the close of The New York Stock Exchange on
each regular business day by dividing the value of the Fund's net assets
attributable to a class by the number of shares of that class that are
outstanding.
 

January 3, 1995                                           PS320.0195



                          OPPENHEIMER TARGET FUND
                  Supplement dated January 3, 1995 to the
           Statement of Additional Information dated May 1, 1994

The Statement of Additional Information is amended as follows:

1. The supplement dated August 1, 1994 is replaced by this supplement.

2. The first sentence of the second full paragraph on page 21 is deleted
and replaced with the following:

     Under the Plans, no payment will be made to any Recipient in any
     quarter if the aggregate net asset value of all Fund shares held
     by the Recipient for itself and its customers did not exceed a
     minimum amount, if any, that may be determined from time to time
     by a majority of the Fund's Independent Trustees.

3. The first sentence of the section entitled "Determination of Net Asset
Values Per Share" under "How To Buy Shares" on page 23 is amended to read
as follows, and a new second sentence is added to that section as follows:


     The net asset values per share of Class A and Class C shares of
     the Fund are determined as of the close of business of The New
     York Stock Exchange on each day that the Exchange is open by
     dividing the Fund's net assets attributable to a class by the
     number of shares of that class that are outstanding.  The
     Exchange normally closes at 4:00 P.M., New York time, but may
     close earlier on some days (for example, in case of weather
     emergencies or on days falling before a holiday).  

4. The section entitled "AccountLink" on page 24 is revised by replacing
the text after the second sentence with the following:

     Dividends will begin to accrue on shares purchased by the
     proceeds of ACH transfers on the business day the Fund receives
     Federal Funds for the purchase through the ACH system before the
     close of The New York Stock Exchange.  The Exchange normally
     closes at 4:00 P.M., but may close earlier on certain days.  If
     Federal Funds are received on a business day after the close of
     the Exchange, the shares will be purchased and dividends will
     begin to accrue on the next regular business day.  The proceeds
     of ACH transfers are normally received by the Fund three days
     after the transfers are initiated.  The Distributor and the Fund
     are not responsible for any delays in purchasing shares
     resulting from delays in ACH transmissions.

5. The second sentence of the section entitled "Special Arrangements for
Repurchases of Shares from Dealers and Brokers" on page 30 is amended to
read as follows: 

     The repurchase price per share will be the net asset value next
     computed after the Distributor receives the order placed by the
     dealer or broker, except that if the Distributor receives a
     repurchase order from a dealer or broker after the close of The
     New York Stock Exchange on a regular business day, it will be
     processed at that day's net asset value if the order was
     received by the dealer or broker from its customer prior to the
     time the Exchange closes (normally, that is 4:00 P.M., but may
     be earlier on some days) and the order was transmitted to and
     received by the Distributor prior to its close of business that
     day (normally 5:00 P.M.).

January 3, 1995                                         SAI320.0195