OPPENHEIMER CASH RESERVES

                             Supplement dated February 18, 2005
                         to the Prospectus dated September 27, 2004

This supplement amends the Prospectus dated September 27, 2004.

This Prospectus is revised as follows:

1. The section titled "Pending Litigation" at the end of section of the Prospectus
captioned "ABOUT THE FUND -  HOW THE FUND IS MANAGED," on page 11, should be deleted in its
entirety and replaced with the following:

      PENDING LITIGATION.  A consolidated amended complaint has been filed as putative
      derivative and class actions against the Manager, Distributor and Transfer
      Agent, as well as 51 of the Oppenheimer funds (collectively the "funds")
      excluding the Fund, 31 present and former Directors or Trustees and 9 present
      and former officers of certain of the Funds. This complaint, filed in the U.S.
      District Court for the Southern District of New York on January 10, 2005,
      consolidates into a single action and amends six individual previously-filed
      putative derivative and class action complaints. Like those prior complaints,
      the complaint alleges that the Manager charged excessive fees for distribution
      and other costs, improperly used assets of the funds in the form of directed
      brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
      funds, and failed to properly disclose the use of fund assets to make those
      payments in violation of the Investment Company Act and the Investment Advisers
      Act of 1940. Also, like those prior complaints, the complaint further alleges
      that by permitting and/or participating in those actions, the Directors/Trustees
      and the Officers breached their fiduciary duties to Fund shareholders under the
      Investment Company Act and at common law.  The complaint seeks unspecified
      compensatory and punitive damages, rescission of the funds' investment advisory
      agreements, an accounting of all fees paid, and an award of attorneys' fees and
      litigation expenses.

            The Manager and the Distributor believe the claims asserted in these law
      suits to be without merit, and intend to defend the suits vigorously. The
      Manager and the Distributor do not believe that the pending actions are likely
      to have a material adverse effect on the Fund or on their ability to perform
      their respective investment advisory or distribution agreements with the Fund.

2.   The section titled "How to Exchange Shares" in the section of the Prospectus captioned
"ABOUT YOUR ACCOUNT," on page 24, should be deleted in its entirety and replaced with the
following:

      How to Exchange Shares

      If you want to change all or part of your investment from one Oppenheimer fund to
      another, you can exchange your shares for shares of the same class of another
      Oppenheimer fund that offers the exchange privilege. For example, you can exchange
      Class A shares of the Fund only for Class A shares of another fund. To exchange
      shares, you must meet several conditions:

   o  Shares of the fund selected for exchange must be available for sale in your state of
      residence.
   o  The prospectuses of  the selected fund must offer the exchange privilege.
   o  You must hold the shares you buy when you establish an account for at least seven
      days before you can exchange them. After your account is open for seven days, you can
      exchange shares on any regular business day, subject to the limitations described
      below.
   o  You must meet the minimum purchase requirements for the selected fund.
   o  Generally, exchanges may be made only between identically registered accounts, unless
      all account owners send written exchange instructions with a signature guarantee.
   o  Before exchanging into a fund, you must obtain its prospectus and should read it.

      For tax purposes, an exchange of shares of the Fund is considered a sale of those
shares and a purchase of the shares of the fund to which you are exchanging. An exchange
may result in a capital gain or loss.

      You can find a list of the Oppenheimer funds that are currently available for
exchanges in the Statement of Additional Information or you can obtain a list by calling a
service representative at 1.800.225.5677. The funds available for exchange can change from
time to time. There are a number of other special conditions and limitations that apply to
certain types of exchanges. In some cases, sales charges may be imposed on exchange
transactions. In general, a contingent deferred sales charge (CDSC) is not imposed on
exchanges of shares that are subject to a CDSC. However, if you exchange shares that are
subject to a CDSC, the CDSC holding period will be carried over to the acquired shares, and
the CDSC may be imposed if those shares are redeemed before the end of that holding period.
These conditions and circumstances are described in detail in the "How to Exchange Shares"
section in the Statement of Additional Information.

HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing, by telephone or
the internet, or by establishing an Automatic Exchange Plan.


Written Exchange Requests. Send an OppenheimerFunds Exchange Request form, signed by all
   owners of the account, to the Transfer Agent at the address on the back cover. Exchanges
   of shares for which share certificates have been issued cannot be processed unless the
   Transfer Agent receives the certificates with the request.

Telephone and Internet Exchange Requests. Telephone exchange requests may be made either by
   calling a service representative or by using PhoneLink by calling 1.800.225.5677. You
   may submit internet exchange requests on the OppenheimerFunds internet website, at
   www.oppenheimerfunds.com. You must have obtained a user I.D. and password to make
   transactions on that website. Telephone and/or internet exchanges may be made only
   between accounts that are registered with the same name(s) and address. Shares for which
   share certificates have been issued may not be exchanged by telephone or the internet.

Automatic Exchange Plan. Shareholders can authorize the Transfer Agent to exchange a
   pre-determined amount of shares automatically on a monthly, quarterly, semi-annual or
   annual basis.


Please refer to "How to Exchange Shares" in the Statement of Additional Information for
more details.


ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

Risks from Excessive Purchase, Redemption and Short-Term Exchange Activity. The
OppenheimerFunds exchange privilege affords investors the ability to switch their
investments among Oppenheimer funds if their investment needs change. However, there are
limits on that privilege. Frequent purchases, redemptions and exchanges of fund shares may
interfere with the Manager's ability to manage the fund's investments efficiently, increase
the fund's transaction and administrative costs and/or affect the fund's performance,
depending on various factors, such as the size of the fund, the nature of its investments,
the amount of fund assets the portfolio manager maintains in cash or cash equivalents, the
aggregate dollar amount and the number and frequency of trades. If large dollar amounts are
involved in exchange and/or redemption transactions, the Fund might be required to sell
portfolio securities at unfavorable times to meet redemption or exchange requests, and the
Fund's brokerage or administrative expenses might be increased.

Therefore, the Manager and the Fund's Board of Trustees have adopted the following policies
and procedures to detect and prevent frequent and/or excessive exchanges, and/or purchase
and redemption activity, while balancing the needs of investors who seek liquidity from
their investment and the ability to exchange shares as investment needs change. There is no
guarantee that the policies and procedures described below will be sufficient to identify
and deter excessive short-term trading.

o     Timing of Exchanges.  Exchanged shares are normally redeemed from one fund and the
      proceeds are reinvested in the fund selected for exchange on the same regular
      business day on which the Transfer Agent or its agent (such as a financial
      intermediary holding the investor's shares in an "omnibus" or "street name" account)
      receives an exchange request that conforms to these policies. The request must be
      received by the close of The New York Stock Exchange that day, which is normally 4:00
      p.m. Eastern time, but may be earlier on some days. However, the Transfer Agent may
      delay the reinvestment of proceeds from an exchange for up to five business days if
      it determines, in its discretion, that an earlier transmittal of the redemption
      proceeds to the receiving fund would be detrimental to either the fund from which the
      exchange is made or the fund to which the exchange is made.

o     Limits on Disruptive Activity. The Transfer Agent may, in its discretion, limit or
      terminate trading activity by any person, group or account  that it believes would be
      disruptive, even if the activity has not exceeded the policy outlined in this
      Prospectus. The Transfer Agent may review and consider the history of frequent
      trading activity in all accounts in the Oppenheimer funds known to be under common
      ownership or control as part of the Transfer Agent's procedures to detect and deter
      excessive trading activity.

o     Exchanges of Client Accounts by Financial Advisers.  The Fund and the Transfer Agent
      permit dealers and financial intermediaries to submit exchange requests on behalf of
      their customers (unless the customer has revoked that authority). The Distributor
      and/or the Transfer Agent have agreements with a number of financial intermediaries
      that permit them to submit exchange orders in bulk on behalf of their clients. Those
      intermediaries are required to follow the exchange policy stated in this Prospectus
      and to comply with additional, more stringent restrictions. Those additional
      restrictions include limitations on the funds available for exchanges, the
      requirement to give advance notice of exchanges to the Transfer Agent, and limits on
      the amount of client assets that may be invested in a particular fund. A fund or the
      Transfer Agent may limit or refuse bulk exchange requests submitted by such financial
      intermediaries if, in the Transfer Agent's judgment, exercised in its discretion, the
      exchanges would be disruptive to any of the funds involved in the transaction.

o     Redemptions of Shares.  These exchange policy limits do not apply to redemptions of
      shares. Shareholders are permitted to redeem their shares on any regular business
      day, subject to the terms of this Prospectus.

o     Right to Refuse Exchange and Purchase Orders.  The Distributor and/or the Transfer
      Agent may refuse any purchase or exchange order in their discretion and are not
      obligated to provide notice before rejecting an order. The Fund may amend, suspend or
      terminate the exchange privilege at any time. You will receive 60 days' notice of any
      material change in the exchange privilege unless applicable law allows otherwise.

o     Right to Terminate or Suspend Account Privileges.  The Transfer Agent may send a
      written warning to direct shareholders who the Transfer Agent believes may be
      engaging in excessive purchases, redemptions and/or exchange activity and reserves
      the right to suspend or terminate the ability to purchase shares and/or exchange
      privileges for any account that the Transfer Agent determines, in carrying out these
      policies and in the exercise of its discretion, has engaged in disruptive or
      excessive trading activity.

o     Omnibus Accounts.  If you hold your shares of the Fund through a financial
      intermediary such as a broker-dealer, a bank, an insurance company separate account,
      an investment adviser, an administrator or trustee of a retirement plan or 529 plan
      that holds your shares in an account under its name (these are sometimes referred to
      as "omnibus" or "street name" accounts), that financial intermediary may impose its
      own restrictions or limitations to discourage short-term or excessive trading. You
      should consult your financial intermediary to find out what trading restrictions,
      including limitations on exchanges, they may apply to you.


While the Fund,  the  Distributor,  the Manager and the Transfer Agent  encourage  financial
intermediaries  to apply the Fund's policies to their customers who invest indirectly in the
Fund,  the  Transfer  Agent may not be able to apply  this  policy to  accounts  such as (a)
accounts  held  in  omnibus  form  in  the  name  of  a  broker-dealer  or  other  financial
institution,  or (b)  omnibus  accounts  held in the name of a  retirement  plan or 529 plan
trustee or  administrator,  or (c) accounts held in the name of an insurance company for its
separate account(s),  or (d) other accounts having multiple underlying owners but registered
in a manner such that the  underlying  beneficial  owners are not identified to the Transfer
Agent.

Therefore  the  Transfer  Agent  might not be able to detect  excessive  short term  trading
activity  facilitated  by, or in accounts  maintained  in, the  "omnibus"  or "street  name"
accounts of a financial  intermediary.  However,  the Transfer Agent will attempt to monitor
overall  purchase and  redemption  activity in those  accounts to seek to identify  patterns
that may  suggest  excessive  trading by the  underlying  owners.  If  evidence  of possible
excessive  trading  activity is observed by the Transfer Agent,  the financial  intermediary
that is the  registered  owner will be asked to review account  activity,  and to confirm to
the  Transfer  Agent and the fund that  appropriate  action has been  taken to  curtail  any
excessive  trading  activity.  However,  the Transfer  Agent's  ability to monitor and deter
excessive  short-term  trading in omnibus or street name accounts  ultimately depends on the
capability and cooperation of the financial intermediaries controlling those accounts.


The Fund's Board has adopted additional policies and procedures to detect and prevent
frequent and/or excessive exchanges and purchase and redemption activity. Those additional
policies and procedures will take effect on June 20, 2005:

o     30-Day Limit.  A direct shareholder may exchange all or some of the shares of the
      Fund held in his or her account to another eligible Oppenheimer fund once in a 30
      calendar-day period. When shares are exchanged into another fund account, that
      account will be "blocked" from further exchanges into another fund for a period of 30
      calendar days from the date of the exchange. The block will apply to the full account
      balance and not just to the amount exchanged into the account. For example, if a
      shareholder exchanged $1,000 from one fund into another fund in which the shareholder
      already owned shares worth $10,000, then, following the exchange, the full account
      balance ($11,000 in this example) would be blocked from further exchanges into
      another fund for a period of 30 calendar days. A "direct shareholder" is one whose
      account is registered on the Fund's books showing the name, address and tax ID number
      of the beneficial owner.

o     Exchanges Into Money Market Funds.  A direct shareholder will be permitted to
      exchange shares of a stock or bond fund for shares of a money market fund at any
      time, even if the shareholder has exchanged shares into the stock or bond fund during
      the prior 30 days. However, all of the shares held in that money market fund would
      then be blocked from further exchanges into another fund for 30 calendar days.

o     Dividend Reinvestments/B Share Conversions.  Reinvestment of dividends or
      distributions from one fund to purchase shares of another fund and the conversion of
      Class B shares into Class A shares will not be considered exchanges for purposes of
      imposing the 30-day limit.

o     Asset Allocation.  Third-party asset allocation and rebalancing programs will be
      subject to the 30-day limit described above. Asset allocation firms that want to
      exchange shares held in accounts on behalf of their customers must identify
      themselves to the Transfer Agent and execute an acknowledgement and agreement to
      abide by these policies with respect to their customers' accounts. "On-demand"
      exchanges outside the parameters of portfolio rebalancing programs will be subject to
      the 30-day limit. However, investment programs by other Oppenheimer "funds-of-funds"
      that entail rebalancing of investments in underlying Oppenheimer funds will not be
      subject to these limits.

o     Automatic Exchange Plans.  Accounts that receive exchange proceeds through automatic
      or systematic exchange plans that are established through the Transfer Agent will not
      be subject to the 30-day block as a result of those automatic or systematic exchanges
      (but may be blocked from exchanges, under the 30-day limit, if they receive proceeds
      from other exchanges).




February 18, 2005                                           PS0760.023

                     OPPENHEIMER CASH RESERVES

               Supplement dated February 18, 2005 to the
      Statement of Additional Information dated September 29, 2004
                        Revised February 2, 2005

This supplement amends the Statement of Additional Information dated
September 29, 2004, revised February 2, 2005.

The Statement of Additional Information is revised as follows:


1. The following is added to the end of the section entitled "Waivers
of Initial and Contingent Deferred Sales Charges in Certain
Transactions" on page C-5 of Appendix C.

|_|   Shares purchased in amounts of less than $5.


February 18, 2005                                           PX0760.016