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
      (1972 -March 1998).

      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
      (1979 - March 1998).


























June 12, 2000                                                       PX0375.004





                         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.  As of June 12, 2000,  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.

2.  The following paragraphs are added to the end of the section captioned "How
the Fund is Managed" on Page 11:

   At a recent meeting, the Board of Directors of the Fund determined that it is
   in the best interest of the Fund's shareholders that the Fund reorganize with
   and into  Oppenheimer Main Street Growth and Income Fund ("Main Street Growth
   and Income Fund").  The Board  unanimously  approved an agreement and plan of
   reorganization  to be entered into between  these funds (the  "reorganization
   plan") and the transactions contemplated thereby (the "reorganization").  The
   Board further determined that the  reorganization  should be submitted to the
   Fund's shareholders for approval,  and recommended that shareholders  approve
   the reorganization.







June 12, 2000                                                       PS0375.009





   Pursuant to the  reorganization  plan, (i) substantially all of the assets of
   the Fund would be  exchanged  for Class A, Class B and Class C shares of Main
   Street Growth and Income Fund, (ii) these Class A, Class B and Class C shares
   of Main Street  Growth and Income Fund would be  distributed  to the Class A,
   Class B and Class C shareholders  of the Fund,  respectively,  (iii) the Fund
   would be  liquidated,  and (iv) the  outstanding  shares of the Fund would be
   canceled.  It is expected that the reorganization will be tax-free,  pursuant
   to Section  368(a)(1) of the Internal  Revenue Code of 1986, as amended,  and
   the Fund will request an opinion of tax counsel to that effect.

   A meeting of the  shareholders of the Fund is expected to be held on or about
   August 11, 2000 to vote on the reorganization. Approval of the reorganization
   requires the affirmative vote of two-thirds of the outstanding  shares of the
   Fund. Details about the proposed  reorganization will be contained in a proxy
   statement and other soliciting  materials which will be mailed in early July,
   2000 to Fund  shareholders  of record  on the  record  date of June 7,  2000.
   Persons  who became  shareholders  of the Fund after the record  date for the
   shareholder meeting will not be entitled to vote on the reorganization.





















June 12, 2000                                                       PS0375.009





                      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.  As of June 12, 2000,  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).

2. The following paragraphs are added to the end of the section captioned "How
the Fund is Managed" on Page 13:

     At a recent meeting,  the Board of Directors of the Fund determined that it
     is in the best interest of the Fund's shareholders that the Fund reorganize
     with and into  Oppenheimer  Total Return Fund ("Total  Return  Fund").  The
     Board  unanimously  approved an agreement and plan of  reorganization to be
     entered  into  between  these  funds  (the  "reorganization  plan") and the
     transactions contemplated thereby (the "reorganization"). The Board further
     determined  that the  reorganization  should  be  submitted  to the  Fund's
     shareholders for approval,  and recommended that  shareholders  approve the
     reorganization.







June  12, 2000                                                      PS0205.010



     Pursuant to the reorganization plan, (i) substantially all of the assets of
     the Fund  would be  exchanged  for  Class A,  Class B,  Class C and Class Y
     shares of Total Return Fund, (ii) these Class A, Class B, Class C and Class
     Y shares of Total Return Fund would be distributed to the Class A, Class B,
     Class C and Class Y shareholders of the Fund, respectively,  (iii) the Fund
     would be liquidated,  and (iv) the outstanding  shares of the Fund would be
     canceled. It is expected that the reorganization will be tax-free, pursuant
     to Section 368(a)(1) of the Internal Revenue Code of 1986, as amended,  and
     the Fund will request an opinion of tax counsel to that effect.

     A meeting  of the  shareholders  of the Fund is  expected  to be held on or
     about  August  11,  2000  to vote on the  reorganization.  Approval  of the
     reorganization   requires  the  affirmative   vote  of  two-thirds  of  the
     outstanding shares of the Fund.  Details about the proposed  reorganization
     will be contained in a proxy statement and other soliciting materials which
     will be mailed in early July,  2000 to Fund  shareholders  of record on the
     record date of June 22, 2000.  Persons who became  shareholders of the Fund
     after the record date for the  shareholder  meeting will not be entitled to
     vote on the reorganization.




















June 12, 2000                                                       PS0205.010