Oppenheimer Series Fund, Inc.

                 Supplement dated March 18, 1996 to the 
        Statement of Additional Information dated October 1, 1995

     The Statement of Additional Information is amended as follows:

1.   Effective March 1, 1996, the Company's investment adviser (the
"Manager") is OppenheimerFunds, Inc. and the Company's address is Two
World Trade Center, New York, New York 10048-0203. Effective March 18,
1996, the Company's telephone number is 1-800-525-7048, its transfer agent
is OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado 80217,
and its Distributor is OppenheimerFunds Distributor, Inc., Two World Trade
Center, New York, New York 10048-0203. 

2.   Effective March 18, 1996, the name of  the Company is changed to
Oppenheimer Series Fund, Inc. and the names of the following series are
changed: Connecticut Mutual Total Return Account is Oppenheimer
Disciplined Allocation Fund ("Disciplined Allocation Fund"); Connecticut
Mutual Growth Account is Oppenheimer Disciplined Value Fund ("Disciplined
Value Fund"); CMIA LifeSpan Balanced Account is Oppenheimer LifeSpan
Balanced Fund ("LifeSpan Balanced Fund") CMIA LifeSpan Diversified Income
Account is Oppenheimer LifeSpan Income Fund ("LifeSpan Income Fund"); and
CMIA LifeSpan Capital Appreciation Account is Oppenheimer LifeSpan Growth
Fund ("LifeSpan Growth Fund") (the latter three funds are collectively
referred to as the "LifeSpan Funds"). The names of the Liquid Account,
Government Securities Account and Income Account are not changed.

3.   Effective March 1, 1996, Babson -- Stewart Ivory International
replaced Scudder, Stevens & Clark, Inc. as the subadvisor to the LifeSpan
Balanced Fund and the LifeSpan Growth Fund.

4.   Effective March 18, 1996, the section entitled "Management," starting
on page B-30, is revised as follows: Certain officers of the Company have
resigned and the following persons have been elected by the Board of
Directors to hold the offices set forth after their names:
     Bridget A. Macaskill, Age 47, President
     Peter Antos, Vice President
     Michael Strathearn, Vice President
     Stephen Libera, Vice President
     Kenneth White, Vice President
     Andrew J. Donohue, Age 45, Secretary
     George C. Bowen, Age 58, Treasurer
     Linda M. Napoli, Age 38, Assistant Treasurer
     Robert J. Bishop, Age 36, Assistant Treasurer
     Scott Farrar, Age 29, Assistant Treasurer
     Robert G. Zack, Age 47, Assistant Secretary


     The references on page B-37 to the prior investment adviser's (1)
agreement to limit aggregate ordinary operating expenses of the Liquid
Account, Government Securities Account, Income Account, Disciplined Value
Fund and Disciplined Allocation Fund and (2) voluntary, temporary
agreement to limit expenses of the LifeSpan Funds are deleted.

5.   Effective March 18, 1996, the section "Distribution Financing Plans"
starting on page B-40 is revised to reflect that the Class B Plan of each
Fund authorizes the respective Fund to compensate the Distributor for its
services in distributing Class B shares of the fund and servicing
accounts. The fee under each Class B Plan consists of a service fee of
0.25% of average annual net assets of Class B shares and an asset-based
sales charge of 0.75% of average annual net assets of Class B shares. The 
Liquid Account Plan referred to starting on page B-41 has been terminated
by the Board of Directors effective March 18, 1996.

6.   "Transfer Agent Services" on page B-58 is revised by deleting all
references to NFDS and substituting OppenheimerFunds Services in all
references to the transfer agent. OppenheimerFunds Services acts on an
"at-cost" basis to the Funds.

7.   The section "Other Information," starting on page B-58, is deleted.

8.   The following is added in "Purchase and Redemption of Shares"
starting on Page B-45:

     Reduced Sales Charges. As discussed in the Supplement dated
     March 18, 1996, to the Prospectus, a reduced sales charge rate
     may be obtained for Class A shares under the Right of
     Accumulation and Letters of Intent because of the economies of
     sales efforts and reduction of expenses realized by the
     Distributor, dealers and brokers in making such sales. No sales
     charge is imposed in certain other circumstances described in
     that Supplement because the Distributor incurs little or no
     selling expenses. The term "immediate family" refer's to one's
     spouse, children, grandchildren, grandparents, parents, parents-
     in-law, brothers and sisters, sons- and daughters-in-law, a
     sibling's spouse and a spouse's siblings.

     Automatic Withdrawal and Exchange Plans. Investors owning shares
     of a Fund valued at $5,000 or more can authorize the Transfer
     Agent to redeems shares (minimum $50) automatically on a
     monthly, quarterly, semi-annual or annual basis under an
     Automatic Withdrawal Plan. Shares will be redeemed three
     business days prior to the date requested by the shareholder for
     the receipt of the payment. Automatic withdrawals of up to
     $1,500 per month may be requested by telephone if payments are
     to be made by check payable to all shareholders of record and
     sent to the address of record for the account (and if the
     address has not changed in the prior 30 days). Required minimum
     distributions from OppenheimerFunds retirement plans cannot be
     arranged on this basis. Payments are normally made by check, but
     shareholders having AccountLink privileges may arrange to have
     Automatic Withdrawal Plan payments transferred to the bank
     account designated on the application used to buy shares or by
     signature-guaranteed instructions. The Funds cannot guarantee
     receipt of a payment on the date requested and reserve the right
     to amend, suspend or discontinue offering such plans at any time
     without prior notice. Because of the sales charge assessed on
     Class A purchases, shareholders should not make regular
     additional Class A share purchases while participating in an
     Automatic Withdrawal Plan. Class B shareholders normally should
     not establish withdrawal plans because of the imposition of the
     Class B contingent deferred sales charge on such withdrawals
     (except if the Class B contingent deferred sales charge is
     waived as described elsewhere).

     Reinvestment Privilege. Within six months of a redemption, a
     shareholder may reinvest all or part of the redemption proceeds
     of (1) Class A shares that you purchased subject to an initial
     sales charge or the Class A contingent deferred sales charge
     when you redeemed them, or (2) Class B shares that were subject
     to the Class B contingent deferred sales charge when you
     redeemed them. The reinvestment may be made without sales charge
     only in Class A shares of one of the Funds or any of the other
     Oppenheimer funds, at the net asset value next computed after
     the Transfer Agent receives the reinvestment order. The Funds
     may suspend, amend or cease offering this reinvestment privilege
     at any time as to shares redeemed after the date of such
     amendment, cessation or suspension.

     Retirement Accounts.  Requests for distributions from
     OppenheimerFunds retirement plans such as IRAs, 403(b)(7)
     custodial plans, 401(k) plans, or pension or profit-sharing
     plans should be addressed to "Trustee, Oppenheimer funds
     Retirement Plans," c/o the Transfer Agent at its address listed
     in this supplement. The request must (1) state the reason for
     the distribution, (2) state the owner's awareness of tax
     penalties if the distribution is "premature," and (3) conform
     to the requirements of the plan and the Funds' other redemption
     requirements. Participants (other than self-employed persons
     maintaining a plan account in their own name) in
     OppenheimerFunds pension, profit-sharing or 401(k) plans may not
     directly redeem or exchange shares held for their accounts under
     those plans. The employer or plan administrator must sign the
     request. 

     Special Arrangements for Repurchase of Shares from Dealers and
     Brokers. The Distributor is the Funds' agent to repurchase their
     shares from authorized dealers and brokers. The repurchase price
     per share will be the net asset value per share next computed
     after the Distributor receives the order placed by the dealer
     or broker, except that if the Distributor receives a repurchase
     order from a dealer or broker after the close of The New York
     Stock Exchange on a regular business day, it will be processed
     at that day's net asset value if the order was received by the
     dealer or broker from its customer prior to the time the
     Exchange closes and was transmitted to and received by the
     Distributor prior to its close of business that day (normally
     5:00 P.M., New York time). Ordinarily, for accounts redeemed by
     a broker-dealer under this procedure, payment will be made
     within 
     three business days after the shares have been redeemed, upon
     the Distributor's receipt of the required redemption documents
     in proper form, with the signature(s) of the registered owners
     guaranteed on the redemption document as described in the
     supplement to the Prospectus.

     Exchanges of Shares. Until further notice, exchanges are
     limited to those Funds named on page 1 of this supplement. 
     The Funds reserve the right to reject telephone or written
     exchange requests submitted by anyone on behalf of more
     than one account. The Funds may accept requests for
     exchanges of up to 50 accounts per day from representatives
     of authorized dealers that qualify for this privilege.
          When exchanging shares by telephone, a shareholder must
     either have an account in, or obtain and acknowledge receipt of
     a prospectus of, the fund to which the exchange is to be made.
     For full or partial exchanges of an account made by telephone,
     all special account features such as Asset Builder Plans,
     Automatic Withdrawal Plans, and retirement plan contributions
     will be switched to the new account unless the Transfer Agent is
     instructed otherwise. If all telephone lines are busy (which
     might occur, for example, during periods of substantial market
     fluctuations), shareholders might not be able to request
     exchanges by telephone and would have to submit written exchange
     requests.
          Shares to be exchanged are redeemed on the regular
     business day the Transfer Agent receives an exchange
     request in proper form (the "Redemption Date"). Normally,
     shares of the fund to be acquired are purchased on the
     Redemption Date, but such purchases may be delayed by
     either fund up to five business days if it determines that
     it would be disadvantaged by the immediate transfer of the
     redemption proceeds.  The Funds reserve the right, in their
     discretion, to refuse any exchange request that might
     disadvantage them (for example, if the receipt of multiple
     exchange requests from a single dealer might require the
     disposition of portfolio securities at a time or at a price
     that might be disadvantageous to the Fund).

     Payments "In Kind." Normally, payment for shares tendered
     for redemption is made in cash. However, the Board of
     Directors of the Fund may determine that it would be
     detrimental to the best interests of the remaining
     shareholders of a Fund to make payment of a redemption
     order wholly or partly in cash. In that case the Fund may
     pay the redemption proceeds in whole or in part by a
     distribution "in kind" of securities from the portfolio of
     the Fund, in lieu of cash, in conformity with applicable
     rules of the Securities and Exchange Commission. The Funds
     have elected to be governed by Rule 18f-1 under the
     Investment Company Act, pursuant to which a Fund is
     obligated to redeem shares solely in cash up to the lesser
     of $250,000 or 1% of the net assets of the Fund during any
     90-day period for any one shareholder. If shares are
     redeemed in kind, the redeeming shareholder might incur
     brokerage or other costs in selling the securities for
     cash. 

March 18, 1996