Oppenheimer DISCIPLINED VALUE FUND
                   Supplement dated February 1, 2001 to the
                       Prospectus dated February 28, 2000

The Prospectus is changed by adding the following section in "About Your Account
- How to Buy Shares"  before the  sub-section  entitled "How Can You Buy Class A
Shares?" on page 16:

      In addition to paying dealers the regular sales  concessions  for sales of
      Class A,  Class B and  Class C shares  described  in the  Prospectus,  the
      Distributor  will pay a special  concession to A.G.  Edwards & Sons,  Inc.
      ("AGE") on purchase  orders for shares of the Fund submitted from February
      1, 2001 through April 16, 2001 (the  concession  period),  for  Individual
      Retirement  Accounts  for which AGE is the  dealer  of  record,  including
      OppenheimerFunds-sponsored  IRAs and AGE prototype  IRAs.  The  concession
      applies to qualifying  purchases of shares during the concession period to
      establish new IRAs as well as to make additional contributions to existing
      IRAs. The special  concession does not apply to purchases intended but not
      yet made under a Letter of Intent or to  purchases  made with the proceeds
      of a  redemption  or  exchange  from an  account(s)  in one or more of the
      Oppenheimer  funds.  During the  concession  period the  Distributor  will
      reallow to AGE the full  concession  on  qualifying  purchases  of Class A
      shares and will  advance to AGE from the  Distributor's  own  resources an
      additional  0.50% on  qualifying  sales of  Class B  shares  and  0.25% on
      qualifying sales of Class C shares.


February 1, 2001                                                  PS0375.012