Oppenheimer Growth Fund
                   Supplement dated January 4, 2004 to the
                      Prospectus dated October 25, 2004


1. This supplement amends the Prospectus of Oppenheimer Growth Fund dated
October 25, 2004.

2.    The section titled "Advisory Fees." on page 11, 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: 0.75% of the first $200 million of average annual
     net assets of the Fund, 0.72% of the next $200 million, 0.69% of the
     next $200 million, 0.66% of the next $200 million, 0.60% of the next
     $700 million, 0.58% of the next $1.0 billion, 0.56% of the next $2.0
     billion, and 0.54% of the average annual net assets in excess of $4.5
     billion.  The Fund's management fee for its fiscal year ended August 31,
     2004 was 0.65% of average annual net assets for each class of shares.

     Effective January 1, 2005, the Manager has voluntarily agreed to reduce
     its advisory fee rate for any quarter during the calendar year ending
     December 31, 2005, by 0.05% of the Fund's average daily net assets if
     the Fund's trailing one-year total return performance, measured at the
     end of the prior calendar quarter, was in the fourth or fifth quintile
     of the Fund's Lipper peer group. However, if the Fund's total return
     performance at the end of a subsequent calendar quarter has improved to
     the third or higher quintile of Fund's Lipper peer group, the advisory
     fee reduction will be terminated for the remainder of the calendar
     year.  The advisory fee reduction is a voluntary undertaking and may be
     terminated by the Manager at any time.
.



PSO0270.027                                           January 4, 2005