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OPPENHEIMER CASH RESERVES
Supplement dated July 1, 2002 to the
Prospectus dated November 28, 2001

The Prospectus is changed as follows:

1. The commission payments to broker-dealers on purchases of Class A shares subject
to a contingent deferred sales charge by grandfathered retirement accounts has
changed. Therefore, the fourth sentence of the first paragraph under "How Can You
Buy Class A Shares? - Will You Pay a Sales Charge When You Sell Class A Shares" on
page 15 is deleted and replaced with the following sentence: "For grandfathered
retirement accounts, the concession is 0.75% of the first $2.5 million of purchases
plus 0.25% of purchases in excess of $2.5 million."

2. The section captioned "Distribution and Service (12b-1) Plans - Service Plan for
Class A Shares" is revised by adding the following after the third sentence in that
paragraph: "With respect to Class A shares subject to a Class A contingent deferred
sales charge purchased by grandfathered retirement accounts, the Distributor pays the
0.25% service fee to dealers in advance for the first year after the shares are sold
by the dealer. After the shares have been held for a year, the Distributor pays the
service fee to dealers on a quarterly basis."

July 1, 2002
PS0760.017

OPPENHEIMER CASH RESERVES
Supplement dated July 1, 2002 to the
Statement of Additional Information
dated November 28, 2001

The Statement of Additional Information is changed as follows:

1. The supplement dated March 20, 2002 is deleted and replaced by this supplement.

2. The biography for Jon Fossel, C. Howard Kast and Robert M. Kirchner on page 13 are deleted. Mr.
Fossel's updated biography appears below.

3. The following biographies are added to page 17 as follows:

Jon S. Fossel, Trustee, Age: 60
Chairman and Director of Rocky Mountain Elk Foundation, a not-for-profit foundation (since
1998); and a director of P.R. Pharmaceuticals, a privately held company (since October 1999)
and UNUMProvident (insurance company) (since June 1, 2002). Formerly Mr. Fossel held the
following positions: Chairman and a director (until October 1996) and President and Chief
Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and a
director of Oppenheimer Acquisition Corp., Shareholder Services, Inc. and Shareholder Financial
Services, Inc. (until October 1995). Oversees 41 portfolios in the OppenheimerFunds complex.

Robert J. Malone, Trustee, Age: 57
Director of Jones Knowledge, Inc., a privately held company (since 2001), director of U.S.
Exploration, Inc., (since 1997), director of Colorado UpLIFT, a non-profit organization (since
1986) and a Trustee of the Gallagher Family Foundation, (since 2000). Formerly, Mr. Malone
held the following positions: Chairman of U.S. Bank (formerly Colorado National Bank) a
subsidiary of U.S. Bancorp (from July 1, 1996 until April 1, 1999); Chairman of the Board and
Chief
Executive Officer of Colorado National Bank (from December 18, 1992
(continued)

until July 1, 1996); director of Commercial Assets, Inc. (from 1993 to 2000). Oversees 40
portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee, Age: 55
Trustee (since 1996) of MassMutual Institutional Funds and of MML Series Investment Fund
(open-end investment companies); Director of MML Services, an investment company (since April
1987), America Funds Emerging Markets Growth Fund, an investment company (since October 1991),
The California Endowment, a philanthropy organization (since April 2002), and Community
Hospital of Monterey Peninsula, (since February 2002), a Trustee of Monterey International
Studies, an educational organization (since February 2000), and an advisor to Unilever
(Holland)'s pension fund and to Credit Suisse First Boston's Sprout venture capital unit. Mrs.
Hamilton also is a member of the investment committees of the Rockefeller Foundation, the
University of Michigan and Hartford Hospital. Formerly, Mrs. Hamilton held the following
position: President ARCO Investment Management Company, (from February 1991 until April 2000).
Oversees 40 portfolios in the OppenheimerFunds complex.

4. The section captioned "Distribution and Service Plans - Class A Service Plan Fees" on page 21
is revised by adding the following to the end of the first paragraph: "With respect to purchases
of Class A shares subject to a contingent deferred sales charge by certain retirement plans that
purchased such shares prior to March 1, 2001 ("grandfathered retirement accounts"), the Distributor
currently intends to pay the service fee to Recipients in advance for the first year after the
shares are purchased. After the first year shares are outstanding, the Distributor makes service
fee payments to Recipients quarterly on those shares. The advance payment is based on the net
asset value of shares sold. Shares purchased by exchange do not qualify for the advance service
fee payment. If Class A shares purchased by grandfathered retirement accounts are redeemed during
the first year after their purchase, the Recipient of the service fees on those shares will be
obligated to repay the Distributor a pro rata portion of the advance payment of the service fee
made on those shares.

(continued)

5. The Appendix captioned "Industry Classifications" is deleted and replaced with the text on the
following page:

APPENDIX
INDUSTRY CLASSIFICATIONS
Aerospace & Defense Household Products
Air Freight & Couriers Industrial Conglomerates
Airlines Insurance
Asset Backed Securities Internet & Catalog Retail
Auto Components Internet Software & Services
Automobiles Information Technology Consulting & Services
Banks Leasing & Factoring
Beverages Leisure Equipment & Products
Biotechnology Machinery
Broker-Dealer Marine
Building Products Media
Chemicals Metals & Mining
Commercial Finance Multiline Retail
Commercial Services & Supplies Multi-Utilities
Communications Equipment Municipal
Computers & Peripherals Office Electronics
Construction & Engineering Oil & Gas
Construction Materials Paper & Forest Products
Consulting & Services Personal Products
Consumer Finance Pharmaceuticals
Containers & Packaging Real Estate
Distributors Repurchase Agreements
Diversified Financials Road & Rail
Diversified Telecommunication Services Semiconductor Equipment & Products
Electric Utilities Software
Electrical Equipment Special Purpose Financial
Electronic Equipment & Instruments Specialty Retail
Energy Equipment & Services Textiles & Apparel
Food & Drug Retailing Tobacco
Food Products Trading Companies & Distributors
Foreign Government Transportation Infrastructure
Gas Utilities U.S. Government Agencies-Full Faith and Credit Agencies
Health Care Equipment & Supplies U.S. Government Agencies-Government Sponsored Enterprises
(continued)
Health Care Providers & Services U.S. Government Instrumentalities
Hotels Restaurants & Leisure U.S. Government Obligations
Household Durables Water Utilities
Wireless Telecommunication Services

July 1, 2002 PX0760.010