ROCHESTER FUND MUNICIPALS
                    Supplement dated February 18, 2005 to the
                        Prospectus dated February 24, 2004

This Prospectus supplement amends the Prospectus dated February 24, 2004 and is
in addition to the supplement dated July 6, 2004. The supplement dated January
11, 2005 is withdrawn. This supplement amends the Prospectus as follows:

1.    The paragraph captioned "Advisory Fees" on page 14 will be deleted in its
entirety and replaced with the following:

      Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the
      Manager an advisory fee at an annual rate, payable monthly, which declines
      on additional assets as the Fund grows: 0.54% of the first $100 million of
      average daily net assets, 0.52% on the next $150 million, 0.47% on the
      next $1.75 billion, 0.46% on the next $3 billion, 0.45% on the next $3
      billion and 0.44% of average daily net assets over $8 billion. The Fund's
      management fee for its last fiscal year ended December 31, 2003, was 0.46%
      of average annual net assets for each class of shares.

2.    The following new section is added to the end of the section captioned
"ABOUT THE FUND - HOW THE FUND IS MANAGED " on page 14:

      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") including 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.

3.    In the section titled "How Can You Buy Class A Shares?", the following is
added after the chart depicting Class A share sales charges on page 19.

       Due to rounding, the actual sales charge for a particular transaction may
      be higher or lower than the rates listed above.

4.    The section  titled "How to Exchange  Shares" is 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
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      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.

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                                             PS0365.012

                                 ROCHESTER FUND MUNICIPALS
                         Supplement dated February 18, 2005 to the
   Statement of Additional Information dated February 24, 2004, revised February 2, 2005

This supplement amends the Statement of Additional Information dated February 24, 2004,
revised February 2, 2005.

The Statement of Additional Information is revised as follows:

1.   Effective March 18, 2005, the first three paragraphs of the section entitled "Letters
of Intent" on page 60 are replaced with the following:

      Letters of Intent.  Under a Letter of Intent ("Letter"), you can reduce the sales
   charge rate that applies to your purchases of Class A shares if you purchase Class A,
   Class B or Class C shares of the Fund or other Oppenheimer funds during a 13-month
   period. The total amount of your purchases of Class A, Class B and Class C shares will
   determine the sales charge rate that applies to your Class A share purchases during that
   period. You can choose to include purchases made up to 90 days before the date of the
   Letter. Class A shares of Oppenheimer Money Market Fund, Inc. and Oppenheimer Cash
   Reserves fund on which you did not pay a sales charge and any Class N shares you
   purchase, or may have purchased, will not be counted towards satisfying the purchases
   specified in a Letter.

         A Letter is an investor's statement in writing to the Distributor of his or her
   intention to purchase a specified value of Class A, Class B and Class C shares of the
   Fund and other Oppenheimer funds during a 13-month period (the "Letter period"). At the
   investor's request, this may include purchases made up to 90 days prior to the date of
   the Letter. The Letter states the investor's intention to make the aggregate amount of
   purchases of shares which, when added to the investor's holdings of shares of those
   funds, will equal or exceed the amount specified in the Letter. Purchases made by
   reinvestment of dividends or capital gains distributions and purchases made at net asset
   value (i.e. without a sales charge) do not count toward satisfying the amount of the
   Letter.

         Each purchase of Class A shares under the Letter will be made at the offering
   price (including the sales charge) that would apply to a single lump-sum purchase of
   shares in the amount intended to be purchased under the Letter.

2. 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                                           PX0365.009