OPPENHEIMER DISCIPLINED VALUE FUND
                    Supplement dated November 3, 2000 to the
Prospectus dated February 28, 2000

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

1. All references to the phrase "portfolio managers" in the prospectus are
   replaced by the phrase, "portfolio manager."

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

   Portfolio Manager. Effective November 1, 2000, the Fund is managed by
      Christopher Leavy. Mr. Leavy is a Senior Vice President of the Manager,
      Vice President of the Fund and serves as an officer and portfolio
      manager of other Oppenheimer funds.

      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).

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

      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  Main Street  Growth and Income Fund ("Main  Street Growth and
      Income  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 November
      2, 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 Main  Street  Growth and
      Income Fund at this time.  There is no  imminent  plan to  re-propose  the
      reorganization of the Fund.


November 3, 2000                                              PS0375.011





                             DISCIPLINED VALUE FUND
      Supplement  dated  November  3,  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, 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:

      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 3, 2000                                                    PX0375.005