Oppenheimer LifeSpan Funds

                             Oppenheimer LifeSpan Growth Fund
                            Oppenheimer LifeSpan Balanced Fund
                             Oppenheimer LifeSpan Income Fund

                           Supplement dated June 6, 1996 to the
                               Prospectus dated May 1, 1996


The Prospectus is changed as follows:

1.    In the chart entitled "Asset Classes and Components" on page 12, the
"Range" of the Government/Corporate component of LifeSpan Income Fund is
revised to read "30-45%."

2.    In the section entitled "Dividends" under "Dividends, Capital Gains
and Taxes" starting on page 53, the second, third and fourth sentences of
that section are revised to read as follows:

            LifeSpan Growth Fund intends to pay dividends, if
            any, annually, normally on the last business day in
            December.  LifeSpan Balanced Fund intends to pay
            dividends, if any, quarterly, normally on the last
            business day of March, June, September and December. 
            LifeSpan Income Fund intends to pay dividends, if
            any, on a monthly basis, normally on the last
            business day of every month.  Distributions may be
            made annually, in December, by LifeSpan Growth Fund,
            quarterly by LifeSpan Balanced Fund and monthly by
            LifeSpan Income Fund from any net short-term capital
            gains the Fund realizes in selling securities.  The
            Board of Directors can change those dates.



June 6, 1996


                          OPPENHEIMER DISCIPLINED ALLOCATION FUND

                           Supplement dated June 6, 1996 to the
                               Prospectus dated May 1, 1996


      In the section of the Prospectus entitled, "Dividends" under
"Dividends, Capital Gains and Taxes," the first two sentences of that
section on page 49 are revised to read as follows:

                   The Fund intends to declare and pay
                   dividends separately for Class A, Class B
                   and Class C shares from net investment
                   income, if any, quarterly. Normally
                   dividends are paid on the last business day
                   of March, June, September and December, but
                   the Board of Directors can change those
                   dates.




June 6, 1996


                            OPPENHEIMER DISCIPLINED VALUE FUND

                           Supplement dated June 6, 1996 to the
                               Prospectus dated May 1, 1996


      In the section of the Prospectus entitled "Dividends" under
"Dividends, Capital Gains and Taxes," the first two sentences of that
section starting on page 44 are revised to read as follows:

                   The Fund intends to declare and pay
                   dividends separately for Class A, Class B
                   and Class C shares from net investment
                   income, if any, annually. Normally
                   dividends are paid on the last business day
                   of December, but the Board of Directors can
                   change that date.





June 6, 1996