Oppenheimer Principal Protected Main Street Fund III(R)
                     Supplement dated May 1, 2006 to the
                      Prospectus dated December 28, 2005

      This supplement amends the Prospectus dated December 28, 2005.

The following disclosure replaces the paragraph titled "Loans of Portfolio
Securities" on page 19 in the section titled "About the Fund's Investments -
The Fund's Principal Investment Policies and Risks."

Loans of Portfolio Securities. The Underlying Fund may make loans of its
      portfolio securities, with a value not to exceed 25% of its net assets,
      in accordance with policies approved by the Underlying Fund's Board.
      The Underlying Fund has entered into a securities lending agreement
      with JPMorgan Chase Bank, N.A. ("JPMorgan Chase") for that purpose.
      Under the agreement, the Underlying Fund's portfolio securities may be
      loaned to brokers, dealers and financial institutions, provided that
      such loans comply with the collateralization and other requirements of
      the securities lending agreement, the Underlying Fund's policies and
      applicable government regulations. JPMorgan Chase has agreed, in
      general, to bear the risk that a borrower may default on its obligation
      to return loaned securities. However, the Underlying Fund will be
      responsible for risks associated with the investment of cash
      collateral, including the risk of a default by the issuer of a security
      in which cash collateral has been invested. If that occurs, the
      Underlying Fund may incur additional costs in seeking to obtain the
      collateral or may lose the amount of the collateral investment. The
      Underlying Fund may also lose money if the value of the investments
      purchased with cash collateral decreases.


The Prospectus is revised to add the following disclosure after the paragraph
titled "Portfolio Turnover" on page 20 in the section titled "About the
Fund's Investments - Investment in Debt Securities."

Loans of Portfolio Securities. The Fund may make loans of its portfolio
      securities, with a value not to exceed 331/3% of its net assets, in
      accordance with policies approved by the Fund's Board. The Fund has
      entered into a securities lending agreement with JPMorgan Chase for
      that purpose. Under the agreement, the Fund's portfolio securities may
      be loaned to brokers, dealers and financial institutions, provided that
      such loans comply with the collateralization and other requirements of
      the securities lending agreement, the Fund's policies and applicable
      government regulations. JPMorgan Chase has agreed, in general, to bear
      the risk that a borrower may default on its obligation to return loaned
      securities. However, the Fund will be responsible for risks associated
      with the investment of cash collateral, including the risk of a default
      by the issuer of a security in which cash collateral has been invested.
      If that occurs, the Fund may incur additional costs in seeking to
      obtain the collateral or may lose the amount of the collateral
      investment. The Fund may also lose money if the value of the
      investments purchased with cash collateral decreases.

May 1, 2006                                                   PS0771.003







         Oppenheimer Principal Protected Main Street Fund III(R)
                  Supplement dated May 1, 2006 to the
      Statement of Additional Information dated December 28, 2005

      This  supplement  amends the Statement of  Additional  Information
dated December 28, 2005.

      The Statement of Additional Information is revised to add the
following disclosure after the paragraph titled "Investment in Other
Investment Companies" on pages 9 and 10 in the section titled "About
the Fund - Additional Information About the Fund's Investment Policies
and Risks."

|X|   Loans of Portfolio Securities.  The Fund may lend its portfolio
securities pursuant to policies approved by the Fund's Board. It may do
so to try to provide income or to raise cash for liquidity purposes.
These loans are limited to not more than 331/3% of the value of the
Fund's net assets.

      The Fund has entered into a Securities Lending Agreement (the
"Securities Lending Agreement") with JPMorgan Chase Bank, N.A.
("JPMorgan Chase"). Under the Securities Lending Agreement and
applicable regulatory requirements (which are subject to change), the
collateral for such loans must, on each business day, be at least equal
to the value of the loaned securities and must consist of cash, bank
letters of credit or securities of the U.S. Government (or its agencies
or instrumentalities), or other cash equivalents in which the Fund is
permitted to invest. To be acceptable as collateral, a bank letter of
credit must obligate the bank to pay to JPMorgan Chase, as agent,
amounts demanded by the Fund if the demand meets the terms of the
letter. Both the issuing bank and the terms of the letter of credit
must be satisfactory to JPMorgan Chase and the Fund. The terms of the
loans must also meet applicable tests under the Internal Revenue Code
and permit the Fund to reacquire loaned securities on five business
days' notice or in time to vote on any material matters. The Securities
Lending Agreement may be terminated by either JPMorgan Chase or the
Fund on 30 days' written notice.

      Pursuant to the Securities Lending Agreement, the Fund will
receive a percentage of all annual net income (i.e., net of rebates
to the borrower and certain other approved expenses) from securities
lending transactions. Such net income includes earnings from the
investment of any cash collateral received from a borrower and loan
fees paid or payable by a borrower in connection with loans secured
by collateral other than cash.

      There are some risks in connection with securities lending,
including possible delays in receiving additional collateral from the
borrower to secure a loan or delays in recovering the loaned
securities if the borrower defaults. JPMorgan Chase has agreed, in
general, to guarantee the obligations of borrowers to return loaned
securities to the Fund and to be responsible for expenses relating to
securities lending. The Fund, however, will be responsible for risks
associated with the investment of cash collateral, including the risk
of a default by the issuer of a security in which cash collateral has
been invested. If that occurs, the Fund may incur additional costs in
seeking to obtain the collateral or may lose the amount of the
collateral investment. The Fund may also lose money if the value of
the investments purchased with cash collateral decreases.



May 1, 2006                                                      PX0771.001