OPPENHEIMER DISCIPLINED VALUE FUND
                      Supplement dated June 12, 2000 to the
            Statement of Additional Information dated February 28, 2000

The Statement of Additional Information is revised as follows:

1.    The biographical  information for Peter Antos,  Michael  Strathearn
      and  Kenneth   White  is  deleted  and  the   following   biographical
      information is added in the subsection  titled "Directors and Officers
      of the Fund" on page 32, directly above the  biographical  information
      for Andrew J. Donohue:

      Charles  Albers,  Vice President and Portfolio  Manager,  Age 59
      Two World Trade  Center,  New York,  New York  10048-0203
      Senior Vice  President of the Manager  (since April 1998); a Certified
      Financial Analyst; formerly a Vice President and portfolio manager for
      Guardian Investor Services,  the investment  management  subsidiary of
      The Guardian Life Insurance Company (since 1972).

      Nikolaos D.  Monoyios,  Vice President and Portfolio  Manager,  Age 50
      Two World Trade Center, New York, New York 10048-0203
      Vice  President  of  the  Manager  (since  April  1998);  a  Certified
      Financial Analyst; formerly a Vice President and portfolio manager for
      Guardian Investor Services,  the investment  management  subsidiary of
      The Guardian Life Insurance Company (since 1979).


























June 12, 2000                                                       PX0375.003





                       OPPENHEIMER DISCIPLINED VALUE FUND
                      Supplement dated June 12, 2000 to the
                       Prospectus dated February 28, 2000

The Prospectus is changed as follows:

1.    The section entitled "Portfolio Managers" on page 11 is replaced by
      the following paragraph:

      Portfolio  Managers.  The  portfolio  managers of the Fund are Charles
      Albers and Nikolaos Monoyios. Mr. Albers is a Senior Vice President of
      the Manager and Mr. Monoyios is a Vice President of the Manager. Prior
      to joining the Manager in April 1998, Messrs. Albers and Monoyios were
      portfolio  managers at Guardian Investor Services (from 1972 and 1979,
      respectively),  the investment  management  subsidiary of The Guardian
      Life Insurance Company.

 .















June 12, 2000                                                 PS0375.008





                     OPPENHEIMER DISCIPLINED ALLOCATION FUND
                      Supplement dated June 12, 2000 to the
            Statement of Additional Information dated February 28, 2000

The Statement of Additional Information is revised as follows:

1.    The  biographical  information  for Peter  Antos,  Stephen  Libera,
      Michael Strathearn, Kenneth White and Arthur Zimmer is deleted and the
      following  biographical  information is added in the subsection titled
      "Directors  and Officers of the Fund" on page 36,  directly  above the
      biographical information for Andrew J. Donohue:

      John Kowalik, Vice President and Portfolio Manager, Age 43
      Two World Trade Center, 34th Floor, New York, New York 10048-0203
      Senior Vice President of the Manager (since July 1998);  an officer of
      other  Oppenheimer  funds;   formerly  Managing  Director  and  Senior
      Portfolio Manager at Prudential Global Advisors (1989 - June 1998).

      Alan Gilston, Vice President and Portfolio Manager, Age 42
      Two World Trade Center, New York, New York 10048-0203
      Vice President of the Manager (since  September 1997); an officer of other
      Oppenheimer  funds; prior to joining the Manager in September 1997, he was
      a Vice  President and  portfolio  manager at Schroder  Capital  Management
      International, Inc. (from August 1987 - September 1997).


























June 12, 2000                                                       PX0205.004





                     OPPENHEIMER DISCIPLINED ALLOCATION FUND
                      Supplement dated June 12, 2000 to the
                       Prospectus dated February 28, 2000

The Prospectus is changed as follows:

1.    The section entitled "Portfolio Managers" on page 13 is replaced by
      the following paragraphs:

      Portfolio  Managers.  The  portfolio  managers  of the  Fund  are John
      Kowalik and Alan Gilston.  Mr.  Kowalik is a Senior Vice  President of
      the Manager and Mr. Gilston is a Vice President of the Manager.

      Prior to joining  the  Manager  in July 1998,  Mr.  Kowalik  was  managing
      director and senior portfolio  manager for Prudential  Investments  Global
      Advisors (1989 - June 1998). Before joining the Manager in September 1997,
      Mr. Gilston was a vice president and portfolio manager at Schroder Capital
      Management International, Inc. (1987 - August 1997).
















June 12, 2000                                                 PS0205.009