OPPENHEIMER SENIOR FLOATING RATE FUND

497 1 supplements.htm PROSPECTUS & SAI SUPPLEMENTS OPPENHEIMER SENIOR FLOATING RATE FUND

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

This supplement amends the Prospectus dated September 27, 2004. The supplement dated
November 16, 2004 is withdrawn.

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 31, 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")
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.

2. In the section entitled "How Can You Buy Class A Shares?", the following is added after
the chart depicting Class A share sales charges on page 38.

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

3. Effective March 18, 2005, the first paragraph of the section entitled "Letters of
Intent" in the section entitled "Can You Reduce Class A Sales Charges?" on page 38 is
replaced with the following:

You may also qualify for reduced Class A sales charges by submitting a Letter of
Intent to the Distributor. A Letter of Intent is a written statement of your
intention to purchase a specified value of Class A, Class B or Class C shares of the
Fund or other Oppenheimer funds over a 13-month period. The total amount of your
intended purchases of Class A, Class B and Class C shares will determine the reduced
sales charge rate that will apply to your Class A share purchases of the Fund during
that period. You can choose to include purchases made up to 90 days before the date
that you submit a Letter. Your Class A shares of Oppenheimer Money Market Fund, Inc.
or Oppenheimer Cash Reserves on which you did not pay a sales charge will not be
counted for this purpose. Submitting a Letter of Intent does not obligate you to
purchase the specified amount of shares. You can also apply the Right of Accumulation
to these purchases.

4. Effective March 18, 2005, the first two sentences of the first paragraph of the section
entitled "Right of Accumulation" in the section entitled "Can You Reduce Class A Sales
Charges?" on page 39 are replaced with the following:

To qualify for the reduced Class A sales charge that would apply to a larger
purchase than you are currently making (as shown in the table above), you can
add the value of any Class A, Class B or Class C shares of the Fund or other
Oppenheimer funds that you or your spouse currently own, or are currently
purchasing, to the value of your Class A share purchase. Your Class A shares of
Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash Reserves on which you
did not pay a sales charge will not be counted for this purpose.

5. The second paragraph of the section titled "Class A Early Withdrawal Charge" beginning
on page 40, under "How to Buy Shares" is deleted in its entirety and replaced with the
following: The Distributor pays dealers of record concessions in an amount equal to 0.50%
of purchases of $1 million or more other than purchases by grandfathered retirement
accounts. For grandfathered retirement accounts, the concession is 0.75% of the first $2.5
million of purchases plus 0.25% of purchases in excess of $2.5 million. In either case,
the concession will not be paid on purchases of shares by exchange or that were previously
subject to a front-end sales charge and dealer concession.

6. The section titled "How to Exchange Shares" in the section of the Prospectus captioned
"ABOUT YOUR ACCOUNT," on page 52, 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. You may exchange your shares of the Fund only in
connection with a quarterly Repurchase Offer. To exchange shares, you must meet several
conditions:

o Your request must comply with the terms of the Repurchase Offer.

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 Repurchase Request Deadline before you can exchange them in a Repurchase
Offer. After your account is open for seven days, you can exchange shares in
accordance with the Repurchase Procedures as described above, 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, Early Withdrawal Charges may be
imposed on exchange transactions. In general, an Early Withdrawal Charge is not imposed
on exchanges of shares that are subject to an Early Withdrawal Charge.
However, if you exchange shares that are subject to an Early Withdrawal Charge, the
Early Withdrawal Charge holding period will be carried over to the acquired shares and
the contingent deferred sales charge applicable to that Fund 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? When you receive notice of a Repurchase Offer, you may
submit your exchange request in writing by telephone.

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 before
the Repurchase Request Deadline. 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 Exchange Requests. Telephone exchange requests may be made either by calling
a service representative or by using PhoneLink by calling 1.800.225.5677. Telephone
and exchanges may be made only during a Repurchase Offer and 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.

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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REPURCHASES AND EXCHANGES?

Risks from Excessive Purchase, Repurchase 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, repurchases 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 repurchase transactions, the Fund might be required to sell
portfolio securities at unfavorable times to meet repurchase 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 repurchase 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. A request to exchange
shares from the Fund must be made during a Repurchase Offer and received before the
Repurchase Request Deadline. 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 repurchase 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 Repurchases of Shares. These exchange policy limits do not apply to repurchases of
shares. Shareholders are permitted to tender their shares for repurchase in
accordance with the Repurchase Procedures outlined above.

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, repurchase 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 repurchase 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 repurchase 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 during a
Repurchase Offer. Shareholders may exchange shares of other eligible funds for
shares of the Fund on a regular business day in accordance with the terms
outlined in that Fund's prospectus. 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
the 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. In accordance with the Repurchase Procedures, a
direct shareholder will be permitted to exchange shares of the Fund for shares
of a money market fund in accordance with the Repurchase Procedures, even if
the shareholder has exchanged shares into the 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.

February 18, 2005 PS0291.022

                 OPPENHEIMER SENIOR FLOATING RATE FUND

               Supplement dated February 18, 2005 to the
      Statement of Additional Information dated September 27, 2004
                        Revised February 2, 2005

This supplement amends the Statement of Additional Information dated
September 27, 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 71 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 B-4 of Appendix B

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

February 18, 2005                                           PX0291.004