ROCHESTER FUND MUNICIPALS
                       Supplement dated May 1, 1997 to the
                         Prospectus dated March 16, 1997

This Supplement to the Prospectus  replaces the supplement  dated March 24, 1997
and changes the Prospectus as follows:

1.  The first footnote under the "Shareholder Transaction Expenses" table on 
page 3 is revised to read as follows:

(1) If you invest $1  million  or more in Class A shares,  you may have to pay a
sales charge of up to 1% if you sell your shares  within 12 calendar  months (18
months for shares  purchased  prior to May 1, 1997) 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  Prospectus  is revised to restate  the  hypothetical  examples  shown to
reflect the effect of total fund operating  expenses on an investment over time.
The sub-section captioned "Examples" on pages 4 and 5 is deleted in its entirety
and replaced with the following:

         o  Examples.  To try  to  show  the  effect  of  these  expenses  on an
investment  over time, we have created the  hypothetical  examples  shown below.
Assume  that you make a $1,000  investment  in shares of the Fund,  and that the
Fund's annual  return is 5%, and that its operating  expenses are the ones shown
in the Annual Fund Operating  Expenses  table above.  If you were to redeem your
shares at the end of each period shown below,  your  investment  would incur the
following expenses by the end of 1, 3, 5 and 10 years:

                  1 year           3 years           5 years          10 years*
                  ------           -------           -------          --------
Class A Shares    $55              $72               $91              $144
Class B Shares    $67              $83               $111             $154
Class C Shares    $27              $53               $91              $198
                                                                   [continued]







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

                 1 year           3 years           5 years          10 years*
                 ------           -------           -------          --------
Class A Shares   $55              $72               $91              $144
Class B Shares   $17              $53               $91              $154
Class C Shares   $17              $53               $91              $198

*In the first  example,  expenses  include the Class A initial  sales  charge of
4.75% and the applicable Class B or Class C contingent deferred sales charge. In
the second example, Class A expenses include the initial sales charge, but Class
B and Class C expenses do not include contingent deferred sales charges. Because
of the effect of the  asset-based  sales charge and  contingent  deferred  sales
charge imposed on Class B and Class C shares,  long-term  holders of Class B and
Class C shares  could  pay the  economic  equivalent  of more  than the  maximum
front-end  sales  charge  allowed  under  applicable  regulations.  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. See "How to Buy Shares
- - Buying Class B Shares" for more information.

         These  examples show the effect of expenses on an  investment,  but are
not meant to state or predict actual or expected costs or investment  returns of
the Fund, which may be more or less than the amounts shown.

3. In "Description of Additional  Investment Policies and Permitted  Securities"
which begins on page 15, the  following is added to the first  paragraph on page
16 under the subsection  "Inverse  Floaters":  The Fund's investments in inverse
floaters,  whether  liquid or  illiquid,  may not exceed 20% of the Fund's total
assets.

4. In "Class A Shares" under "Classes of Shares" on page 26 the second  sentence
is  replaced by the  following:  "If you  purchase  Class A shares as part of an
investment  of at least $1 million 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 12 months of buying them (18 months if the shares were purchased prior to
May 1, 1997), you may pay a contingent deferred sales charge."
                                                                    [continued]

                                                   -2-





5. The  following  is added to "Which Class of Shares  Should You Choose?  - How
Does it Affect  Payments To My Broker?"  on page 28:  "The  Distributor  may pay
additional periodic compensation from its own resources to securities dealers or
financial  institutions  based upon the value of shares of the Fund owned by the
dealer or financial institution for its own account or for its customers."

6. In the  second  paragraph  of  "Buying  Class A Shares  - Class A  Contingent
Deferred  Sales  Charge"on  page 30,  the  first  sentence  is  replaced  by the
following:

If you  redeem any of those  shares  purchased  prior to May 1, 1997,  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 Class A contingent  deferred  sales
charge may be  deducted  from the  redemption  proceeds  of any of those  shares
purchased on or after May 1, 1997 that are redeemed  within 12 months of the end
of the calendar month of their purchase.

7. The third  sentence of the second  paragraph  of "Reduced  Sales  Charges for
Class A Share Purchases - Right of  Accumulation"  on page 31 is replaced by the
following:  "The  Distributor  will add the value, at current offering price, of
the shares you  previously  purchased  and currently own to the value of current
purchases to determine the sales charge rate that applies."

8. The third  sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 33 is replaced by the following:

         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
                                                                   [continued]

                                                   -3-





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);

9.  The  following  sentence  is  added  to the end of the  fifth  paragraph  in
"Distribution and Service Plans for Class B and Class C Shares" on page 36:

If a dealer has a special  agreement with the Distributor,  the Distributor will
pay the Class B  service  fee and the  asset-based  sales  charge to the  dealer
quarterly in lieu of paying the sales  commission and service fee advance at the
time of purchase.

10. The following is added as a new penultimate  sentence to the sixth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 36:

If a dealer has a special agreement with the Distributor,  the Distributor shall
pay the Class C service fee and asset-based sales charge to the dealer quarterly
in lieu of paying the sales  commission  and  service fee advance at the time of
purchase.

11. The section captioned  "Special Investor  Services" on page 38 is revised by
adding the following after the sub-section captioned "PhoneLink":

Shareholder  Transactions by Fax.  Beginning May 30, 1997,  requests for certain
account  transactions  may be sent to the  Transfer  Agent by fax  (telecopier).
Please  call   1-800-525-7048  for  information  about  which  transactions  are
included.  Transaction  requests  submitted by fax are subject to the same rules
and restrictions as written and telephone requests described in this Prospectus.


May 1, 1997                                                          PS0365.003




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