Oppenheimer LifeSpan Funds
  
                   Oppenheimer LifeSpan Growth Fund
                  Oppenheimer LifeSpan Balanced Fund
                   Oppenheimer LifeSpan Income Fund
  
                 Supplement dated June 18, 1996 to the
                       Prospectus dated May 1, 1996

The Prospectus is changed as follows:

1.   In the chart entitled "Asset Classes and Components" on page
12, the "Range" of the Government/Corporate component of LifeSpan
Income Fund is corrected to read "30-45%."

2.   In the section entitled "Dividends" under "Dividends, Capital
Gains and Taxes" starting on page 53, the second, third and fourth
sentences of that section are revised to read as follows:

  LifeSpan Growth Fund intends to pay dividends, if any, semi-
  annually, normally on the last business day of June and
  December.  LifeSpan Balanced Fund intends to pay dividends, if
  any, quarterly, normally on the last business day of March,
  June, September and December.  LifeSpan Income Fund intends to
  pay dividends, if any, monthly,  normally on the last business
  day of every month.  Distributions may be made semi-annually
  by LifeSpan Growth Fund, quarterly by LifeSpan Balanced Fund
  and monthly by LifeSpan Income Fund from any net short-term
  capital gains the Fund realizes in selling securities.  The
  Board of Directors can change those dates.

3.   In the section entitled "Capital Gains" under "Dividends,
Capital Gains and Taxes" on page 54, a new second sentence is added
as follows: "Each Fund may make supplemental distributions of long-
term capital gains following the end of its fiscal year."

June 18, 1996                                                    PS0000.003