OPPENHEIMER DISCIPLINED ALLOCATION FUND
                   Supplement dated November 1, 2000 to the
Prospectus dated February 28, 2000

This supplement replaces the June 12, 2000 supplement. The Prospectus is changed
as follows:

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

      Portfolio Managers. Effective November 1, 2000, the Fund is managed by
          a team of  portfolio  managers  consisting  of  Bruce  Bartlett,  John
          Kowalik,  and Christopher Leavy. Messrs.  Kowalik,  Bartlett and Leavy
          are Senior Vice Presidents of the Manager, Vice Presidents of the Fund
          and all serve as officers and portfolio  managers of other Oppenheimer
          funds.

      Prior to  joining  the  Manager in April  1995,  Mr.  Bartlett  was a Vice
      President  and Senior  Portfolio  Manager  at First of America  Investment
      Corp.  (September  1986 - April 1995).  Before joining the Manager in July
      1998, Mr. Kowalik was managing  director and senior portfolio  manager for
      Prudential  Investments  Global  Advisors  (1989 - June  1998).  Prior  to
      joining the Manager in September  2000, Mr. Leavy was a portfolio  manager
      of Morgan Stanley Dean Witter  Investment  (from 1997),  prior to which he
      was a portfolio  manager and equity  analyst of Crestar  Asset  Management
      (from 1995).

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

      The  Board of  Directors  of the Fund  determined  that it was in the best
      interest of the Fund's shareholders that the Fund reorganize with and into
      Oppenheimer  Total Return Fund,  Inc.  ("Total  Return  Fund").  The Board
      unanimously approved an agreement and plan of reorganization between these
      funds 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.

      An adjourned  meeting of the  shareholders of the Fund was held on October
      20, 2000 to vote on the reorganization. At the shareholder meeting held on
      that date,  the proposal did not receive the requisite  shareholder  vote.
      Accordingly,  the Fund will not reorganize  into Total Return Fund at this
      time.  There is no imminent plan to re-propose the  reorganization  of the
      Fund.


November 1, 2000                                              PS0205.011





                   OPPENHEIMER DISCIPLINED ALLOCATION FUND
                   Supplement dated November 1, 2000 to the
         Statement of Additional Information dated February 28, 2000

This  supplement  replaces  the June  12,  2000  supplement.  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:

      Bruce Bartlett,  Vice President and Portfolio  Manager,  Age: 50 Two World
      Trade Center,  New York, New York 10048-0203  Senior Vice President (since
      January 1999) of the Manager;  an officer and  portfolio  manager of other
      Oppenheimer  funds;  prior to joining the Manager in April, 1995, he was a
      Vice President and Senior Portfolio Manager at First of America Investment
      Corp. (September 1986 - April 1995).

      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).

      Christopher Leavy, Vice President and Portfolio Manager, Age: 29 Two World
      Trade  Center,  34th  Floor,  New York,  New York  10048-0203  Senior Vice
      President  (since  September  2000) of the  Manager.  Prior to joining the
      Manager in September  2000, he was a portfolio  manager of Morgan  Stanley
      Dean  Witter  Investment  (from  1997),  prior to which he was a portfolio
      manager and equity analyst of Crestar Asset Management (from 1995).


















November 1, 2000                                                    PX0205.005