Oppenheimer Growth Fund
                    Supplement dated August 15, 2003 to the
 Statement of Additional Information dated October 23, 2002 revised
                               February 12, 2003

The Statement of Additional Information is changed as follows:

1.    The Supplement dated July 18, 2003 is hereby withdrawn.

2.    The section  captioned  "Board of Trustees and Oversight  Committees" on
   page 23 is amended as follows:

    Board of Trustees and Oversight Committees. The Fund is governed by
    a Board of Trustees, which is responsible for protecting the
    interests of shareholders under Massachusetts law. The Trustees
    meet periodically throughout the year to oversee the Fund's
    activities, review its performance, and review the actions of the
    Manager. Although the Fund will not normally hold annual meetings
    of its shareholders, it may hold shareholder meetings from time to
    time on important matters, and shareholders have the right to call
    a meeting to remove a Trustee or to take other action described in
    the Fund's Declaration of Trust.

      The Board of Trustees has an Audit Committee, a Regulatory &
   Oversight Committee, a Governance Committee, and a Proxy Committee.
   The Audit Committee is comprised solely of Independent Trustees.  The
   members of the Audit Committee are Edward Regan (Chairman), Kenneth
   Randall and Russell Reynolds. The Audit Committee held five meetings
   during the Fund's fiscal year ended August 31, 2002. The Audit
   Committee provides the Board with recommendations regarding the
   selection of the Fund's independent auditor. The Audit Committee also
   reviews the scope and results of audits and the audit fees charged,
   reviews reports from the Fund's independent auditor concerning the
   Fund's internal accounting procedures, and controls and reviews
   reports of the Manager's internal auditor, among other duties as set
   forth in the Committee's charter.

      The members of the Regulatory & Oversight Committee are Robert
   Galli (Chairman), Joel Motley and Phillip Griffiths. The Regulatory &
   Oversight Committee held eight meetings during the Fund's fiscal year
   ended August 31, 2002. The Regulatory & Oversight Committee evaluates
   and reports to the Board on the Fund's contractual arrangements,
   including the Investment Advisory and Distribution Agreements,
   transfer and shareholder service agreements and custodian agreements
   as well as the policies and procedures adopted by the Fund to comply
   with the Investment Company Act and other applicable law, among other
   duties as set forth in the Committee's charter.

      The members of the Governance Committee are Joel Motley (Acting
   Chairman), Phillip Griffiths and Kenneth Randall. The Governance
   Committee held no meetings during the Fund's fiscal year ended August
   31, 2002. The Governance Committee reviews the Fund's governance
   guidelines, the adequacy of the Fund's Codes of Ethics, and develops
   qualification criteria for Board members consistent with the Fund's
   governance guidelines, among other duties set forth in the
   Committee's charter.

      The members of the Proxy Committee are Edward Regan (Chairman),
   Russell Reynolds and John Murphy. The Proxy Committee held one
   meeting during the Fund's fiscal year ended August 31, 2002.  The
   Proxy Committee provides the Board with recommendations for proxy
   voting and monitors proxy voting by the Fund.

3.    Effective March 31, 2003 and July 31, 2003, Mr. Benjamin Lipstein and
   Ms. Elizabeth Moynihan, respectively, retired from the Board I Funds.
   Therefore, the biographies for Mr. Lipstein and Ms. Moynihan on pages
   25 and 26 are deleted.

4.    In the Trustee compensation table on pages 29 and 30 the following
   footnote is added following the names of Mr. Lipstein and Ms.
   Moynihan:

      8. Effective  March 31, 2003 and July 31, 2003,  Mr.  Lipstein
         and Ms.  Moynihan,  respectively,  retired from the Board I
         Funds.

August 15, 2003
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