Oppenheimer Small- & Mid- Cap Value Fund
                     Supplement dated May 19, 2008
                to the Prospectus dated January 31, 2008

This supplement amends the Prospectus dated January 31, 2008 and
replaces the supplements dated April 28, 2008 and May 2, 2008. The
Prospectus is revised as follows:

1.    Effective June 2, 2008, the first three paragraphs, including the
  bullet points, in the section titled "About Your Account - How to Buy
  Shares" are deleted in their entirety and are replaced by the
  following:

   You can buy shares several ways, as described below. The Fund's
   Distributor, OppenheimerFunds Distributor, Inc., may appoint
   servicing agents to accept purchase (and redemption) orders. The
   Distributor, in its sole discretion, may reject any purchase order
   for the Fund's shares.

   The previous restrictions on new investments in Fund shares have
   been lifted. As investments in the Fund grow, however, the Manager
   may consider whether reimposing such restrictions would be in the
   best interests of the Fund and its shareholders, particularly as
   the Fund's assets approach the $6 billion level.

2.    Effective June 2, 2008, the first paragraph and the first two
  bullet points in the section titled "About Your Account - How to Buy
  Shares - What is the Minimum Amount You Must Invest?" are deleted in
  their entirety and are replaced by the following:

   WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can
   buy Fund shares with a minimum initial investment of $1,000 and
   make additional investments at any time with as little as $50.
   There are reduced minimums available under the following special
   investment plans:
o     If you establish one of the many types of retirement plan
     accounts that OppenheimerFunds offers, more fully described below
     under "Special Investor Services," you can start your account
     with as little as $500.
o     For certain retirement accounts that have automatic investments
     through salary deduction plans, there is no minimum initial
     investment.
o     By using an Asset Builder Plan or Automatic Exchange Plan
     (details are in the Statement of Additional Information), or
     government allotment plan, you can make an initial investment for
     as little as $500. The minimum subsequent investment is $50,
     except that for any account established under one of these plans
     prior to November 1, 2002, the minimum additional investment will
     remain $25.
o     A minimum initial investment of $250 applies to certain fee based
     programs that have an agreement with the Distributor. The minimum
     subsequent investment for those programs is $50.
o     The minimum purchase amounts listed do not apply to omnibus
     accounts.


3.    The address information following the bullet points in the
  section titled "How to Sell Shares - How Do You Sell Shares by Mail?"
  is deleted in its entirety and is replaced by the following:

Use the following address for requests by regular mail:
               OppenheimerFunds Services
                     P.O. Box 5270
                 Denver, Colorado 80217
    Use one of the following addresses for courier or
                 express mail requests:
 Prior to October 10, 2008:   On or after October 10, 2008:
 OppenheimerFunds Services    OppenheimerFunds Services
  10200 East Girard Avenue     12100 East Iliff Avenue
         Building D                   Suite 300
   Denver, Colorado 80231      Aurora, Colorado 80014

4.    The following is added to the Fund's Prospectus:

   Present or former officers, directors, trustees and employees (and
   their eligible family members) of the Fund, the Manager, its
   affiliates, its parent company and the subsidiaries of its parent
   company, and retirement plans established for the benefit of such
   individuals, are permitted to purchase Class Y shares of the Fund.









May 19, 2008                               PS0251.040