OPPENHEIMER GOLD & SPECIAL MINERALS FUND

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

This  supplement  amends the  Prospectus  dated August 27, 2004 and replaces the
supplement dated September 24, 2004.

This Prospectus is revised as follows:

1. 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 19:

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

     2.  The  following  new  section  is  added  to the end of  section  of the
Prospectus  captioned  "ABOUT  THE FUND - HOW THE FUND IS  MANAGED"  immediately
following the paragraph titled "Advisory Fees" on page 14:

     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. The section "How to Exchange  Shares"  starting on page 29 is 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  Redemptions  of Shares.  These  exchange  policy  limits do not apply to
redemptions of shares.  Shareholders are permitted to redeem their shares on any
regular business day,  subject to the terms of this  Prospectus.  [Add For Funds
With A Redemption Fee: The Fund assesses a 2% fee on the proceeds of Fund shares
that are  redeemed or exchanged  within 30 days after their  purchase in certain
circumstances. Further details are provided under "How to Sell Shares."]

     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).

     4. The  following  is added at the end of the  section  "Risks  of  Foreign
Investing" on page 4:

     Additionally,  if a fund  invests a  significant  amount  of its  assets in
foreign securities,  it might expose the fund to "time-zone  arbitrage" attempts
by investors  seeking to take  advantage of the  differences in value of foreign
securities  that might  result  from  events  that occur  after the close of the
foreign securities market on which a foreign security is traded and the close of
The New York  Stock  Exchange  that day,  when the  Fund's  net  asset  value is
calculated.  If such time-zone  arbitrage were  successful,  it might dilute the
interests of other shareholders. However, the Fund's use of "fair value pricing"
to  adjust  the  closing  market  prices of  foreign  securities  under  certain
circumstances,  to reflect  what the Manager  and the Board  believe to be their
fair value,  and the  imposition of redemption  fees,  may both help deter those
activities.



February 18, 2005                                      PS0410.029



            OPPENHEIMER GOLD & SPECIAL MINERALS FUND

            Supplement dated February 18, 2005 to the
   Statement of Additional Information dated August 27, 2004,
                    revised February 3, 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 50 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                                                   PX0410.016