OPPENHEIMER CAPITAL APPRECIATION FUND
                                   Supplement dated July 1, 2002 to the
                                   Statement of Additional Information
                                              dated December 28, 2001


The Statement of Additional Information is changed as follows:

1.       The supplement dated March 20, 2002 is deleted and replaced by this supplement.

2.       The section  captioned  "Distribution and Service Plans - Class A Service Plan Fees" on page 34 is revised
     by adding the  following  to the end of the first  paragraph:  "With  respect to  purchases  of Class A shares
     subject to a contingent  deferred  sales charge by certain  retirement  plans that purchased such shares prior
     to March 1, 2001 ("grandfathered  retirement accounts"),  the Distributor currently intends to pay the service
     fee to  Recipients in advance for the first year after the shares are  purchased.  After the first year shares
     are  outstanding,  the  Distributor  makes service fee payments to Recipients  quarterly on those shares.  The
     advance  payment is based on the net asset value of shares sold.  Shares  purchased by exchange do not qualify
     for the advance service fee payment.  If Class A shares  purchased by  grandfathered  retirement  accounts are
     redeemed  during the first year after their  purchase,  the Recipient of the service fees on those shares will
     be obligated  to repay the  Distributor  a pro rata portion of the advance  payment of the service fee made on
     those shares.

3.       Delete the Appendix captioned "Industry Classifications" and replace it with the following:


                                                                                            (continued)



















                                                     APPENDIX

                                             INDUSTRY CLASSIFICATIONS

Aerospace & Defense                                Household Durables
Air Freight & Couriers                             Household Products
Airlines                                           Industrial Conglomerates
Auto Components                                    Insurance
Automobiles                                        Internet & Catalog Retail
Banks                                              Internet Software & Services
Beverages                                          Information Technology Consulting & Services
Biotechnology                                      Leisure Equipment & Products
Building Products                                  Machinery
Chemicals                                          Marine
Commercial Services & Supplies                     Media
Communications Equipment                           Metals & Mining
Computers & Peripherals                            Multiline Retail
Construction & Engineering                         Multi-Utilities
Construction Materials                             Office Electronics
Containers & Packaging                             Oil & Gas
Distributors                                       Paper & Forest Products
Diversified Financials                             Personal Products
Diversified Telecommunication Services             Pharmaceuticals
Electric Utilities                                 Real Estate
Electrical Equipment                               Road & Rail
Electronic Equipment & Instruments                 Semiconductor Equipment & Products
Energy Equipment & Services                        Software
Food & Drug Retailing                              Specialty Retail
Food Products                                      Textiles & Apparel
Gas Utilities                                      Tobacco
Health Care Equipment & Supplies                   Trading Companies & Distributors
Health Care Providers & Services                   Transportation Infrastructure
Hotels Restaurants & Leisure                       Water Utilities
                                                   Wireless Telecommunication Services





July 1, 2002                                                                            PX0320.008