OPPENHEIMER U.S. GOVERNMENT TRUST FUND

497 1 supplements.htm PROSPECTUS & SAI SUPPLEMENTS OPPENHEIMER U.S. GOVERNMENT TRUST FUND

Supplement dated February 18, 2005
to the Prospectus dated October 25, 2004

This supplement amends the Prospectus dated October 25, 2004. The supplement dated January
4, 2005 is withdrawn.

This Prospectus is revised as follows:

1. The section titled "Advisory Fees" on page 15, under "How the Fund is Managed" is
deleted in its entirety and replaced with the following:

Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an
advisory fee at an annual rate that declines as the Fund's assets grow: 0.60% of the
first $300 million of average annual net assets of the Fund, 0.57% of the next $100
million, 0.55% of the next $400 million, 0.50% of the next $1.2 billion, and 0.475%
of average annual net assets over $2.0 billion. The Fund's management fee for its
last fiscal year ended August 31, 2004 was 0.57% of average annual net assets for
each class of shares.

2. The section titled "Pending Litigation" at the end of section of the Prospectus
captioned "ABOUT THE FUND - HOW THE FUND IS MANAGED," on page 15, 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.

3. 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 20.

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

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 21 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. 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
21 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.
6. The section titled "How to Exchange Shares" in the section of the Prospectus
captioned "ABOUT YOUR ACCOUNT," on page 32, 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. To exchange shares, you must meet several conditions:

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 you can exchange them. After your
account is open for seven days, you can exchange shares on any
regular business day, 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, sales charges may be imposed on exchange transactions. In general, a
contingent deferred sales charge (CDSC) is not imposed on exchanges of shares
that are subject to a CDSC. However, if you exchange shares that are subject to
a CDSC, the CDSC holding period will be carried over to the acquired shares,
and the CDSC 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? Exchanges may be requested in writing, by
telephone or the internet, or by establishing an Automatic Exchange Plan.

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. 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 Internet Exchange Requests. Telephone exchange requests may be
made either by calling a service representative or by using PhoneLink by
calling 1.800.225.5677. You may submit internet exchange requests on the
OppenheimerFunds internet website, at www.oppenheimerfunds.com. You must
have obtained a user I.D. and password to make transactions on that
website. Telephone and/or internet exchanges may be made only 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 or the internet.

Automatic Exchange Plan. Shareholders can authorize the Transfer Agent to
exchange a pre-determined amount of shares automatically on a monthly,
quarterly, semi-annual or annual basis.

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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

Risks from Excessive Purchase, Redemption 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, redemptions
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 redemption
transactions, the Fund might be required to sell portfolio securities at
unfavorable times to meet redemption 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 redemption 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. The request must be received by the close of The New York
Stock Exchange that day, which is normally 4:00 p.m. Eastern time, but
may be earlier on some days. 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
redemption 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 Redemption of Shares. These exchange policy limits do not apply to redemption of
shares. Shareholders are permitted to redeem their shares on any regular
business day, subject to the terms of this Prospectus.

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, redemptions 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 redemption 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 redemption
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 once
in a 30 calendar-day period. 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 one 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. A direct shareholder will be permitted to
exchange shares of a stock or bond fund for shares of a money market fund
at any time, even if the shareholder has exchanged shares into the stock
or bond 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.

o Automatic Exchange Plans. Accounts that receive exchange proceeds through automatic
or systematic exchange plans that are established through the Transfer
Agent will not be subject to the 30-day block as a result of those
automatic or systematic exchanges (but may be blocked from exchanges,
under the 30-day limit, if they receive proceeds from other exchanges).

February 18, 2005 PS220.034

                 OPPENHEIMER U.S. GOVERNMENT TRUST FUND

               Supplement dated February 18, 2005 to the
       Statement of Additional Information dated October 25, 2004
                        Revised February 2, 2005

This supplement amends the Statement of Additional Information dated
October 25, 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 51 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 C-5 of Appendix C

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

February 18, 2005                                           PX0220.017