OPPENHEIMER CAPITAL APPRECIATION  FUND
                  SUPPLEMENT DATED MAY 15, 1998 TO THE
                        PROSPECTUS DATED NOVEMBER 1, 1997


The Prospectus is changed as follows effective June 1, 1998:

1. Footnote number 1 under the table entitled "Shareholder Transaction Expenses"
on page 3 is modified to read as follows:

     (1) If you invest $1 million or more  ($500,000  or more for  purchases  by
     "Retirement Plans" as defined in "Class A Contingent Deferred Sales Charge"
     on page 30) in Class A shares,  you may have to pay a sales charge of up to
     1% if you sell your shares  within 18  calendar  months from the end of the
     calendar  month during which you purchased  those  shares.  See "How to Buy
     Shares -- Buying Class A Shares," below.

2. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 25 is modified to read as
follows:

     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 18 months of buying  them,  you may pay a
     contingent deferred sales charge, described below.

3. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent  Deferred Sales Charge" on page 31 are
modified to read as
follows:

     If you redeem any Class A shares subject to the  contingent  deferred sales
     charge described above 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 different  holding period may apply to shares purchased prior
     to June 1, 1998).

4. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares- Class A Contingent Deferred Sales Charge" on page 31 is modified
to read as follows:


                                 -1-                      (CONTINUED)




     However,  if the shares  acquired by exchange are redeemed within 18 months
     of the end of the calendar  month of the purchase of the exchanged  shares,
     the  contingent  deferred  sales charge will apply.  (A  different  holding
     period may apply to shares purchased prior to June 1, 1998).

5. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 31 is
hereby deleted.

6. The  following  sub-paragraphs  of the section  entitled  "Waivers of Class A
Sales  Charges-  Waivers of the Class A  Contingent  Deferred  Sales  Charge for
Certain Redemptions" on page 34 are deleted:

         o 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)

          o 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)

7. The section captioned  "Special  Investor  Services" is revised by adding the
following after the sub-section captioned  "Shareholder  Transactions by Fax" on
page 41:

     OPPENHEIMERFUNDS  INTERNET WEB SITE.  Information about the Fund, including
     your  account  balance,  daily  share  prices,  market  and Fund  portfolio
     information,  may be obtained by visiting the OppenheimerFunds Internet Web
     Site, at the following  Internet address:  http://www.oppenheimerfunds.com.
     Additionally,   certain  account  transactions  may  be  requested  by  any
     shareholder  listed in the  registration  on an  account  as well as by the
     dealer  representative  of  record,  through a special  section of that Web
     Site.  To access  that  section of the Web Site,  you must  first  obtain a
     personal   identification   number  ("PIN")  by  calling   OppenheimerFunds
     PhoneLink at  1-800-533-3310.  If you do not wish to have Internet  account
     transactions  capability for your account, please call our customer service
     representatives  at  1-800-525-7048.  To find  out more  information  about
     Internet transactions and procedures, please visit the Web Site.

May 15, 1998                                                  PS0320.009

                                  -2-




                      OPPENHEIMER CAPITAL APPRECIATION FUND
                      SUPPLEMENT DATED MAY 15, 1998 TO THE
          STATEMENT OF ADDITIONAL INFORMATION DATED NOVEMBER 1, 1997


The Statement of Additional  Information is changed as follows effective June 1,
1998:

1. The following is added to the third  paragraph in the section  titled "How to
Exchange Shares" on page 43:

      However,  shares of Oppenheimer Money Market Fund, Inc. purchased with the
      redemption  proceeds  of shares of other  mutual  funds  (other than funds
      managed by the Manager or its  subsidiaries)  redeemed  within the 30 days
      prior to that purchase may  subsequently  be exchanged for shares of other
      Oppenheimer  funds  without  being  subject to an  initial  or  contingent
      deferred  sales  charge,  whichever  is  applicable.  To qualify  for that
      privilege,   the  investor  or  the  investor's  dealer  must  notify  the
      Distributor  of  eligibility  for this privilege at the time the shares of
      Oppenheimer Money Market Fund, Inc. are purchased, and, if requested, must
      supply proof of entitlement to this privilege.

2. The fifth paragraph in the section  entitled "How To Exchange Shares" on page
43 is revised to read as follows:

      No contingent  deferred  sales charge is imposed on exchanges of shares of
      any  class  purchased  subject  to a  contingent  deferred  sales  charge.
      However,  if you redeem  Class A shares of the Fund that were  acquired by
      exchange of Class A shares of other Oppenheimer funds purchased subject to
      a Class A contingent  deferred sales charge within 18 months of the end of
      the calendar  month of the purchase of the exchanged  Class A shares,  the
      Class A contingent deferred sales charge is imposed on the redeemed shares
      (see "Class A Contingent  Deferred  Sales Charge" in the  Prospectus).  (A
      different  holding period may apply to shares  purchased  prior to June 1,
      1998). The Class B contingent  deferred sales charge is imposed on Class B
      shares  acquired by exchange if they are redeemed  within six years of the
      initial  purchase of the exchanged Class B shares.  The Class C contingent
      deferred sales charge is imposed on Class C shares acquired by exchange if
      they  are  redeemed  within  12  months  of the  initial  purchase  of the
      exchanged Class C shares.





May 15, 1998                                                        PX0320.004