OPPENEIMER MONEY MARKET FUND, INC.

497 1 pspsupp.htm PROSPECTUS SUPPLEMENT OPPENEIMER MONEY MARKET FUND, INC.

OPPENHEIMER MONEY MARKET FUND, INC.

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

This supplement amends the Prospectus dated September 27, 2004.

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 9, 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")
excluding 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. The section titled "How to Exchange Shares" in the section of the Prospectus
captioned "ABOUT YOUR ACCOUNT," on page 17, 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 PS0200.013