OPPENHEIMER ENTERPRISE FUND
                                    Supplement dated May 1, 1997 to the
                                    Prospectus dated December 18, 1996


The Prospectus is changed as follows:

1.    The Supplement dated January 1, 1997 to the Prospectus is replaced by this
Supplement.

2. 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 ($500,000 or more for purchases by
         "Retirement  Plans",  as defined  in  "Buying  Class A Shares - Class A
         Contingent  Deferred  Sales Charge" on page 29) 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.

3. In "Class A Shares" under "Classes of Shares" on page 22, the second sentence
is  replaced by the  following:  "If you  purchase  Class A shares as part of an
investment of at least $1 million  ($500,000 for Retirement  Plans) 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."

4. The following is added to "How Does it Affect Payments To My Broker?" on page
24: "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."

5.  The  following  is  added to  "Buying  Class A  Shares - Class A  Contingent
Deferred Sales Charge" on page 27:

                o Purchases by a retirement  plan qualified under section 401(a)
       if the retirement plan has total plan assets of $500,000 or more.

6. In the  second  paragraph  of  "Buying  Class A Shares  - Class A  Contingent
Deferred  Sales  Charge"  on page  27 the  first  sentence  is  replaced  by the
following:


                                                                   (continued)





                The  Distributor  pays  dealers  of record  commission  on those
       purchases  in an  amount  equal  to  (i)  1.0%  for  non-Retirement  Plan
       accounts,  and (ii) for Retirement Plan accounts,  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, calculated on a calendar year basis.

7. In the  third  paragraph  of  "Buying  Class A  Shares  - Class A  Contingent
Deferred  Sales  Charge"  on page 28,  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.

8. The third  sentence of the second  paragraph  of "Reduced  Sales  Charges for
Class A Share Purchases - Right of  Accumulation"  on page 29 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."

9. The third  sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 31 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 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);

10. The following  subparagraphs are added at the end of "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page 31:

                o for  distributions  from  Retirement  Plans having 500 or more
       eligible participants,  except distributions due to termination of all of
       the Oppenheimer funds as an investment option under the Plan; and

                                                                  (continued)
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                o   for   distributions   from   401(k)   plans   sponsored   by
       broker-dealers  that  have  entered  into a  special  agreement  with the
       Distributor allowing this waiver.

11.  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 34:

       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.

12. 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 34:

       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.

13.  The  introductory  phrase  in  the  fifth  sub-paragraph  of  "Waivers  for
Redemptions  in Certain Cases" in "Waivers of Class B and Class C Sales Charges"
on page 35 is replaced with the following and a new  sub-section (6) is added as
follows:

         o  distributions from OppenheimerFunds prototype 401(k) plans and from
    certain Massachusetts Mutual Life Insurance Company prototype 401(k) plans .
       . .  or (6) for loans to participants or beneficiaries.

14. The following  sub-paragraph is added at the end of "Waivers for Redemptions
in Certain Cases" in "Waivers of Class B and Class C Sales Charges" on page 35:

                o Distributions  from 401(k) plans  sponsored by  broker-dealers
       that have entered into a special agreement with the Distributor  allowing
       this waiver.

15. The section captioned  "Special Investor  Services" on page 36 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                                                          PS0885.007

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