OPPENHEIMER DEVELOPING MARKETS FUND
                  Supplement dated May 5, 2006 to the
                   Prospectus dated December 28, 2005

This supplement amends the Prospectus of Oppenheimer Developing Markets
Fund (the "Fund") and is in addition to any existing supplements.


The section entitled "How to Sell Shares - Redemption Fee" on page 30
is revised by deleting the first bullet point in its entirety and
replacing it with the following:

o     held in omnibus accounts of certain financial intermediaries,
      such as a broker-dealer or a retirement plan fiduciary if those
      institutions have not implemented the system changes necessary to
      be capable of processing the redemption fee.  However, account
      holders whose investments in the Fund are held in omnibus
      accounts through certain other financial intermediates may be
      subject to the redemption fee on terms that are generally in
      accordance with the redemption fee terms in this prospectus but
      that may differ in certain details.  For certain retirement plans
      treated as omnibus accounts by the Fund's Transfer Agent, the
      redemption fee may be charged on participant initiated exchanges
      or redemptions.  Shares held in retirement plans that are not in
      omnibus accounts, such as Oppenheimer-sponsored retirement plans,
      IRAs, and 403(b)(7) plans are also subject to the redemption
      fee.  You should consult with your financial intermediary or
      retirement plan provider for more details on this redemption fee.



May 5, 2006                                           PS0785.025