OPPENHEIMER BOND FUND
Supplement dated November 22, 1995 to the
Prospectus dated July 10, 1995

The following changes are made to the Prospectus:

1.     The supplement dated July 14, 1995 is no longer in effect.

2.   Footnote 1 under the "Shareholder Transaction Expenses" chart in
"Expenses" on page 3 is changed to read as follows:

     1.   If you invest $1 million or more ($500,000 or more for
     purchases by OppenheimerFunds prototype 401(k) plans) 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 in which you purchased those shares. See "How to Buy Shares -
     - Class A Shares," below.

3.   The fifth sentence of the second paragraph under "Annual Fund
Operating Expenses" on page 4 is changed to read as follows:

          Had the management fee rate not changed, the actual management fees
          would have been 0.50% and 0.50% for Class A and Class B shares,
          respectively, and total fund operating expenses would have been
          1.07% and 1.82% for Class A and Class B shares, respectively.

4.   The table under "Annual Fund Operating Expenses" set forth on page 4
is deleted and replaced with the following table.                       



         
                              Class A               Class B                Class C 
                              Shares                Shares                 Shares
                                                                  
Management Fees (Restated)    0.75%                 0.75%                  0.75%
______________________________________________________________________________

12b-1 Distribution Plan
 Fees                         0.25%(1)              1.00%(2)               1.00%(2)
______________________________________________________________________________

Other Expenses                0.32%                 0.32%                  0.32%
_______________________________________________________________________________

Total Fund Operating 
 Expenses                     1.32%                 2.07%                  2.07%
_______________________________________________________________________________


(1) Service Plan fees only
(2) Includes Service Plan fees and asset based sales charge

5.   The hypothetical examples and accompanying footnote set forth on pages
4 and 5 are deleted and replaced with the following:

                    1 Year     3 Years     5 Years     10 Years*

Class A Shares        $60     $87            $116           $119
Class B Shares        $71     $95            $131           $203
Class C Shares        $31     $65            $111           $240

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

                    1 Year    3 Years     5 Years      10 Years*

Class A Shares        $60     $87            $116           $119
Class B Shares        $21     $65            $111           $203
Class C Shares        $21     $65            $111           $240   


*The Class B expenses in years 7 through 10 are based on the Class A
expenses shown above, because the Fund automatically converts your Class
B shares into Class A shares after 6 years.  Long-term Class B and Class
C shareholders could pay the economic equivalent of more than the maximum
front-end sales charge allowed under applicable regulations, because of
the effect of the asset-based sales charge and contingent deferred sales
charge.  For Class B shareholders, the automatic conversion of Class B
shares to Class A shares is designed to minimize the likelihood that this
will occur.  Please refer to "How to Buy Shares--Class B Shares" for more
information.

6.   The following is inserted in the first paragraph under "Investment
Policies and Strategies" on page 10 after the sentence that reads,  "The
Fund may invest up to 35% of its total assets in debt securities rated
less than investment grade or, if unrated, judged by the Manager to be of
comparable quality to such lower-rated securities (collectively, "lower-
grade securities").  

     Lower-grade securities include securities rated BB,B, CCC, CC, C
     and D by Standard & Poor's or Ba, B, Caa, Ca and C by Moody's. 
     Bonds rated BB, B CCC and CC by Standard & Poor's are regarded, on
     balance, as predominantly speculative with respect to the issuer's
     capacity to pay interest and repay principal in accordance with the
     terms of the obligation.  Bonds on which no interest is paid are
     rated C by Standard & Poor's.  Bonds rated D by Standard & Poor's
     are in default and payment of interest and/or repayment of
     principal is in arrears.  Bonds rated Ba or B by Moody's are judged
     to have speculative elements; their future is not well-assured. 
     Bonds rated Caa by Moody's are of poor standing and may be in
     default;  bonds rated Ca are speculative in a high degree and are
     often in default;  bonds rated C are regarded as having extremely
     poor prospects of attaining any real investment standing.  

7.   The following is added after the paragraph titled "Zero Coupon
Securities" on page 13:

     - Other Debt Securities. The Fund may invest in preferred stocks. 
     Preferred stock, unlike common stock, generally offers a stated
     dividend rate payable from the corporations's earnings.  Such
     preferred stock dividends may be cumulative or non-cumulative,
     fixed, participating, or auction rate.  If interest rates rise, a
     fixed dividend on preferred stocks may be less attractive, causing
     the price of preferred stocks to decline.  The rights to payment
     of preferred stocks are generally subordinate to rights associated
     with a corporation's debt securities.   The Fund may also invest
     in municipal securities, which are debt obligations issued by
     states, territories and possessions of the United States and the
     District of Columbia and their political subdivisions, agencies and
     instrumentalities or multi-state agencies or authorities, the
     interest from which is, in the opinion of bond counsel to the
     issuer, exempt from Federal income tax.  Interest from certain
     municipal securities may be subject to Federal alternative minimum
     tax.  

8.   In "How to Buy Shares," the section entitled "Class A Shares" on page
25 under "Classes of Shares" is changed to read as follows:

          If you buy Class A shares, you may pay an initial sales charge
     on investments up to $1 million (up to $500,000 for purchases by
     OppenheimerFunds prototype 401(k) plans). If you purchase Class A
     shares as part of an investment of at least $1 million ($500,000
     for OppenheimerFunds prototype 401(k) plans) in shares of one or
     more OppenheimerFunds, 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. The amount
     of that sales charge will vary depending on the amount you
     invested. Sales charge rates are described in "Class A Shares"
     below.

9.   In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 25 is changed by adding a new final sentence
to the third paragraph of that section as follows:

          The discussion below of the factors to consider in purchasing
     a particular class of shares assumes that you will purchase only
     one class of shares and not a combination of shares of different
     classes.

10.       In "How to Buy Shares," the first and second paragraphs of the
section "Class A Contingent Deferred Sales Charge" on page 29 is amended
in its entirety to read as follows:

          There is no initial sales charge on purchases of Class A shares
     of any one or more of the OppenheimerFunds in the following cases: 

          -- purchases aggregating $1 million or more, or 
          -- purchases by an OppenheimerFunds prototype 401(k) plan
          that:  (1) buys shares costing $500,000 or more or (2) has,
          at the time of purchase, 100 or more eligible participants,
          or (3) certifies that it projects to have annual plan
          purchases of $200,000 or more.

          Shares of any of the OppenheimerFunds that offers only one
     class of shares that has no designation are considered "Class A
     shares" for this purpose. The Distributor pays dealers of record
     commissions on those purchases in an amount equal to the sum of
     1.0% of the first $2.5 million, plus 0.50% of the next $2.5
     million, plus 0.25% of purchases over $5 million. That commission
     will be paid only on the amount of those purchases in excess of $1
     million ($500,000 for purchases by OppenheimerFunds 401(k)
     prototype plans) that were not previously subject to a front-end
     sales charge and dealer commission.

11.       In "Reduced Sales Charges for Class A Purchases" on page 30, the
first sentence of the section "Right of Accumulation" is changed to read
as follows:

     To qualify for the lower sales charge rates that apply to larger
     purchases of Class A shares, you and your spouse can add together
     Class A and Class B shares you purchase for your individual
     accounts, or jointly, or for trust or custodial accounts on behalf
     of your children who are minors.

     The first two sentences of the second paragraph of that section are
revised to read as follows:

     Additionally, you can add together current purchases of Class A and
     Class B shares of the Fund and other OppenheimerFunds to reduce the
     sales charge rate that applies to current purchases of Class A
     shares. You can also count Class A and Class B shares of
     OppenheimerFunds you previously purchased subject to an initial or
     contingent deferred sales charge to reduce the sales charge rate
     for current purchases of Class A shares, provided that you still
     hold that investment in one of the OppenheimerFunds.

12.       The first sentence of the section entitled "Letter of Intent" on
page 30 is revised to read as follows:

     Under a Letter of Intent, if you purchase Class A shares or Class
     A shares and Class B shares of the Fund and other OppenheimerFunds
     during a 13-month period, you can reduce the sales charge rate that
     applies to your purchases of Class A shares. The total amount of
     your intended purchases of both Class A and Class B shares will
     determine the reduced sales charge rate for the Class A shares
     purchased during that period.


13.       In the section entitled "Waivers of Class A Sales Charges" on page
31, the following changes are made:

     The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:

          - Waivers of Class A Sales Charges. The Class A sales charges
     are not imposed in the circumstances described below. There is an
     explanation of this policy in "Reduced Sales Charges" in the
     Statement of Additional Information.

          Waivers of Initial and Contingent Deferred Sales Charges for
     Certain Purchasers. Class A shares purchased by the following
     investors are not subject to any Class A sales charges:

     The introductory phrase preceding the list of sales charge waivers in 
the second paragraph and subsection (d) of that paragraph are replaced by
the following:

          Waivers of Initial and Contingent Deferred Sales Charges in
     Certain Transactions. Class A shares issued or purchased in the
     following transactions are not subject to Class A sales charges:

     ... (d) shares purchased and paid for with the proceeds of shares
     redeemed in the prior 12 months from a mutual fund (other than a
     fund managed by the Manager or any of its subsidiaries) on which
     an initial sales charge or contingent deferred sales charge was
     paid (this waiver also applies to shares purchased by exchange of
     shares of Oppenheimer Money Market Fund, Inc. that were purchased
     and paid for in this manner); this waiver must be requested when
     the purchase order is placed for your shares of the Fund, and the
     Distributor may require evidence of your qualification for this
     waiver.

     The third paragraph of that section is revised to read as follows:

          Waivers of the Class A Contingent Deferred Sales Charge. The
     Class A contingent deferred sales charge does not apply to
     purchases of Class A shares at net asset value without sales charge
     as described in the two sections above. It is also waived if shares
     that would otherwise be subject to the contingent deferred sales
     charge are redeemed in the following cases:
          -- for retirement distributions or loans to participants or
     beneficiaries from qualified retirement plans, deferred
     compensation plans or other employee benefit plans, including
     OppenheimerFunds prototype 401(k) plans (these are all referred to
     as "Retirement Plans"); or
          -- to return excess contributions made to Retirement Plans; or
          -- to make Automatic Withdrawal Plan payments that are limited
     annually to no more than 12% of the original account value; or
          -- involuntary redemptions of shares by operation of law or
     involuntary redemptions of small accounts (see "Shareholder Account
     Rules and Policies," below); or
          -- if, at the time a purchase order is placed for Class A shares
     that would otherwise be subject to the Class A contingent deferred
     sales charge, the dealer agrees to accept the dealer's portion of
     the commission payable on the sale 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); or
          -- for distributions from OppenheimerFunds prototype 401(k)
     plans for any of the following cases or purposes: (1) following the
     death or disability (as defined in the Internal Revenue Code) of
     the participant or beneficiary (the death or disability must occur
     after the participant's account was established); (2) hardship
     withdrawals, as defined in the plan; (3) under a Qualified Domestic
     Relations Order, as defined in the Internal Revenue Code; (4) to
     meet the minimum distribution requirements of the Internal Revenue
     Code; (5) to establish "substantially equal periodic payments" as
     described in Section 72(t) of the Internal Revenue Code, or (6)
     separation from service.

14.       The first paragraph of the section entitled "Waivers of Class B
Sales Charge" on page 33 is amended by  replacing the introductory phrase
of that paragraph with the sentences below and replacing item (5) of that
paragraph as follows:

          -- Waivers of Class B Sales Charge. The Class B contingent
     deferred sales charge will not be applied to shares purchased in
     certain types of transactions nor will it apply to Class B shares
     redeemed in certain circumstances as described below. The reasons
     for this policy are in "Reduced Sales Charges" in the Statement of
     Additional Information.

          Waivers for Redemptions of Shares in Certain Cases. The Class
     B contingent deferred sales charge will be waived for redemptions
     of shares in the following cases:

     ... (5) for distributions from OppenheimerFunds prototype 401(k)
     plans (1) for hardship withdrawals; (2) under a Qualified Domestic
     Relations Order, as defined in the Internal Revenue Code; (3) to
     meet minimum distribution requirements as defined in the Internal
     Revenue Code; (4) to make "substantially equal periodic payments"
     as described in Section 72(t) of the Internal Revenue Code; or (5)
     for separation from service.


15.       The section titled "Waivers of Class C Sales Charge" on page 35 is
replaced with the following:

          The Class C contingent deferred sales charge will be waived if
     the shareholder requests it for any of the redemptions or
     circumstances described above under "Waivers of Class B Sales
     Charge."

16.       In the section entitled "Reinvestment Privilege" on page 37, the
first two sentences are revised to read as follows:

     If you redeem some or all of your Class A or B shares of the Fund,
     you have up to 6 months to reinvest all or part of the redemption
     proceeds in Class A shares of the Fund or other OppenheimerFunds
     without paying a sales charge. This privilege applies to Class A
     shares that you purchased subject to an initial sales charge and
     to Class A or B shares on which you paid a contingent deferred
     sales charge when you redeemed them. It does not apply to Class C
     shares.

17.       In the section entitled "Retirement Plans" on page 38, the final
item in the list of plans offered by the Distributor is replaced with the
following:

     -- 401(k) prototype retirement plans for businesses

November 22, 1995