OPPENHEIMER DISCIPLINED ALLOCATION FUND
                  Supplement dated January 1, 1997 to the
                       Prospectus dated May 1, 1996

The Prospectus is changed as follows:

1.   In addition to paying dealers the regular commission for (1) sales of
Class A shares stated in the sales charge table in "Buying Class A Shares" on
page 32, (2) sales of Class B shares described in the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 40,
and (3) sales of Class C shares described in the sixth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 40,
the Distributor will pay additional commission to each broker, dealer and
financial institution that has a sales agreement with the Distributor and
agrees to accept that additional commission (these are referred to as
"participating firms") for Class A, Class B and Class C shares of the Fund
sold in "qualifying transactions" (the "promotion").  The additional
commission will be 1.00% of the offering price of shares of the Fund sold by a
registered representative or sales representative of a participating firm
during the promotion.  If the additional commission is paid on the sale of
Class A shares of $500,000 or more or the sale of Class A shares to a SEP IRA
with 100 or more eligible participants and those shares are redeemed within 13
months from the end of the month in which they were purchased, the
participating firm will be required to return the additional commission. 

     "Qualifying transactions" are aggregate sales of  $150,000 or more of
Class A, Class B and/or Class C shares of any one or more of the Oppenheimer
funds (except money market funds and municipal bond  funds) for rollovers or
trustee-to-trustee transfers from another retirement plan trustee, of IRA
assets or other employee benefit plan assets from an account or investment
other than an account or investment in the Oppenheimer funds to (1) IRAs, 
rollover IRAs, SEP IRAs and SAR-SEP IRAs,  using the OppenheimerFunds, Inc.
prototype IRA agreement, if the rollover contribution is received during the
period from January 1, 1997 through April 15, 1997 (the "promotion period"),
or the acceptance of a direct rollover or trustee-to-trustee transfer is
acknowledged by the trustee of the OppenheimerFunds prototype IRA during the
promotion period,  and (2) IRAs, rollover IRAs, SEP IRAs and SAR-SEP IRAs
using the A.G. Edwards & Sons, Inc. prototype IRA agreement, if the rollover
contribution or trustee-to-trustee payment is received during the promotion
period.  "Qualifying transactions" do not include (1) purchases of Class A
shares intended but not yet made under a Letter of Intent, and (2) purchases
of Class A, Class B and/or Class C shares with the redemption proceeds from an
existing Oppenheimer funds account.

2.   The first paragraph of the section captioned "Class A Contingent
Deferred Sales Charge" in "Buying Class A Shares" on page 33, is revised by
adding the following subparagraph:

       Purchases by a retirement plan qualified under section 401(a) if the
retirement plan has total plan assets of $500,000 or more.

January 1, 1997                                                 
 PS0205.004
                    OPPENHEIMER DISCIPLINED VALUE FUND
                  Supplement dated January 1, 1997 to the
                    Prospectus dated December 16, 1996

The Prospectus is changed as follows:

1.   In addition to paying dealers the regular commission for (1) sales of
Class A shares stated in the sales charge table in "Buying Class A Shares" on
page 26, (2) sales of Class B shares described in the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 33,
and (3) sales of Class C shares described in the sixth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 33,
the Distributor will pay additional commission to each broker, dealer and
financial institution that has a sales agreement with the Distributor and
agrees to accept that additional commission (these are referred to as
"participating firms") for Class A, Class B and Class C shares of the Fund
sold in "qualifying transactions" (the "promotion").  The additional
commission will be 1.00% of the offering price of shares of the Fund sold by a
registered representative or sales representative of a participating firm
during the promotion.  If the additional commission is paid on the sale of 
Class A shares of  $500,000 or more or the sale of Class A shares to a SEP IRA
with 100 or more eligible participants and those shares are redeemed within 13
months from the end of the month in which they were purchased, the
participating firm will be required to return the additional commission. 

     "Qualifying transactions" are aggregate sales of  $150,000 or more of
Class A, Class B and/or Class C shares of any one or more of the Oppenheimer
funds (except money market funds and municipal bond  funds) for rollovers or
trustee-to-trustee transfers from another retirement plan trustee, of IRA
assets or other employee benefit plan assets from an account or investment
other than an account or investment in the Oppenheimer funds to (1) IRAs, 
rollover IRAs, SEP IRAs and SAR-SEP IRAs,  using the OppenheimerFunds, Inc.
prototype IRA agreement, if the rollover contribution is received during the
period from January 1, 1997 through April 15, 1997 (the "promotion period"),
or the acceptance of a direct rollover or trustee-to-trustee transfer is
acknowledged by the trustee of the OppenheimerFunds prototype IRA during the
promotion period,  and (2) IRAs, rollover IRAs, SEP IRAs and SAR-SEP IRAs
using the A.G. Edwards & Sons, Inc. prototype IRA agreement, if the rollover
contribution or trustee-to-trustee payment is received during the promotion
period.  "Qualifying transactions" do not include (1) purchases of Class A
shares intended but not yet made under a Letter of Intent, and (2) purchases
of Class A, Class B and/or Class C shares with the redemption proceeds from an
existing Oppenheimer funds account.

2.   The first paragraph of the section captioned "Class A Contingent
Deferred Sales Charge" in "Buying Class A Shares" on page 26, is revised by
adding the following subparagraph:

       Purchases by a retirement plan qualified under section 401(a) if the
retirement plan has total plan assets of $500,000 or more.

January 1, 1997 
                                             PS0375.004
  
                  OPPENHEIMER LIFESPAN BALANCED FUND
                  Supplement dated January 1, 1997 to the
                       Prospectus dated May 1, 1996

The Prospectus is changed as follows:

1.   In addition to paying dealers the regular commission for (1) sales of
Class A shares stated in the sales charge table in "Buying Class A Shares" on
page 37, (2) sales of Class B shares described in the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 44,
and (3) sales of Class C shares described in the sixth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 44,
the Distributor will pay additional commission to each broker, dealer and
financial institution that has a sales agreement with the Distributor and
agrees to accept that additional commission (these are referred to as
"participating firms") for Class A, Class B and Class C shares of the Fund
sold in "qualifying transactions" (the "promotion").  The additional
commission will be 1.00% of the offering price of shares of the Fund sold by a
registered representative or sales representative of a participating firm
during the promotion.  If the additional commission is paid on the sale of
Class A shares of $500,000 or more or the sale of Class A shares to a SEP IRA
with 100 or more eligible participants and those shares are redeemed within 13
months from the end of the month in which they were purchased, the
participating firm will be required to return the additional commission. 

     "Qualifying transactions" are aggregate sales of  $150,000 or more of
Class A, Class B and/or Class C shares of any one or more of the Oppenheimer
funds (except money market funds and municipal bond  funds) for rollovers or
trustee-to-trustee transfers from another retirement plan trustee, of IRA
assets or other employee benefit plan assets from an account or investment
other than an account or investment in the Oppenheimer funds to (1) IRAs, 
rollover IRAs, SEP IRAs and SAR-SEP IRAs,  using the OppenheimerFunds, Inc.
prototype IRA agreement, if the rollover contribution is received during the
period from January 1, 1997 through April 15, 1997 (the "promotion period"),
or the acceptance of a direct rollover or trustee-to-trustee transfer is
acknowledged by the trustee of the OppenheimerFunds prototype IRA during the
promotion period,  and (2) IRAs, rollover IRAs, SEP IRAs and SAR-SEP IRAs
using the A.G. Edwards & Sons, Inc. prototype IRA agreement, if the rollover
contribution or trustee-to-trustee payment is received during the promotion
period.  "Qualifying transactions" do not include (1) purchases of Class A
shares intended but not yet made under a Letter of Intent, and (2) purchases
of Class A, Class B and/or Class C shares with the redemption proceeds from an
existing Oppenheimer funds account.

2.   The first paragraph of the section captioned "Class A Contingent
Deferred Sales Charge" in "Buying Class A Shares" on page 38, is revised by
adding the following subparagraph:

       Purchases by a retirement plan qualified under section 401(a) if the
retirement plan has total plan assets of $500,000 or more.

January 1, 1997    
PS00315.005
                     OPPENHEIMER LIFESPAN GROWTH FUND
                  Supplement dated January 1, 1997 to the
                       Prospectus dated May 1, 1996

The Prospectus is changed as follows:

1.   In addition to paying dealers the regular commission for (1) sales of
Class A shares stated in the sales charge table in "Buying Class A Shares" on
page 37, (2) sales of Class B shares described in the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 44,
and (3) sales of Class C shares described in the sixth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 44,
the Distributor will pay additional commission to each broker, dealer and
financial institution that has a sales agreement with the Distributor and
agrees to accept that additional commission (these are referred to as
"participating firms") for Class A, Class B and Class C shares of the Fund
sold in "qualifying transactions" (the "promotion").  The additional
commission will be 1.00% of the offering price of shares of the Fund sold by a
registered representative or sales representative of a participating firm
during the promotion.  If the additional commission is paid on the sale of
Class A shares of $500,000 or more or the sale of Class A shares to a SEP IRA
with 100 or more eligible participants and those shares are redeemed within 13
months from the end of the month in which they were purchased, the
participating firm will be required to return the additional commission. 

     "Qualifying transactions" are aggregate sales of  $150,000 or more of
Class A, Class B and/or Class C shares of any one or more of the Oppenheimer
funds (except money market funds and municipal bond  funds) for rollovers or
trustee-to-trustee transfers from another retirement plan trustee, of IRA
assets or other employee benefit plan assets from an account or investment
other than an account or investment in the Oppenheimer funds to (1) IRAs, 
rollover IRAs, SEP IRAs and SAR-SEP IRAs,  using the OppenheimerFunds, Inc.
 prototype IRA
agreement, if the rollover contribution is received during the period from
January 1, 1997 through April 15, 1997 (the "promotion period"), or the
acceptance of a direct rollover or trustee-to-trustee transfer is acknowledged
by the trustee of the OppenheimerFunds prototype IRA during the promotion
period,  and (2) IRAs, rollover IRAs, SEP IRAs and SAR-SEP IRAs using the A.G.
Edwards & Sons, Inc. prototype IRA agreement, if the rollover contribution or
trustee-to-trustee payment is received during the promotion period. 
"Qualifying transactions" do not include (1) purchases of Class A shares
intended but not yet made under a Letter of Intent, and (2) purchases of Class
A, Class B and/or Class C shares with the redemption proceeds from an existing
Oppenheimer funds account.

2.   The first paragraph of the section captioned "Class A Contingent
Deferred Sales Charge" in "Buying Class A Shares" on page 38, is revised by
adding the following subparagraph:

       Purchases by a retirement plan qualified under section 401(a) if the
retirement plan has total plan assets of $500,000 or more.

January 1, 1997                          PS0335.006
 
                    OPPENHEIMER LIFESPAN INCOME FUND
                  Supplement dated January 1, 1997 to the
                       Prospectus dated May 1, 1996

The Prospectus is changed as follows:

1.   In addition to paying dealers the regular commission for (1) sales of
Class A shares stated in the sales charge table in "Buying Class A Shares" on
page 37, (2) sales of Class B shares described in the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 44,
and (3) sales of Class C shares described in the sixth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 44,
the Distributor will pay additional commission to each broker, dealer and
financial institution that has a sales agreement with the Distributor and
agrees to accept that additional commission (these are referred to as
"participating firms") for Class A, Class B and Class C shares of the Fund
sold in "qualifying transactions" (the "promotion").  The additional
commission will be 1.00% of the offering price of shares of the Fund sold by a
registered representative or sales representative of a participating firm
during the promotion.  If the additional commission is paid on the sale of
Class A shares of $500,000 or more or the sale of Class A shares to a SEP IRA
with 100 or more eligible participants and those shares are redeemed within 13
months from the end of the month in which they were purchased, the
participating firm will be required to return the additional commission. 

     "Qualifying transactions" are aggregate sales of  $150,000 or more of
Class A, Class B and/or Class C shares of any one or more of the Oppenheimer
funds (except money market funds and municipal bond  funds) for rollovers or
trustee-to-trustee transfers from another retirement plan trustee, of IRA
assets or other employee benefit plan assets from an account or investment
other than an account or investment in the Oppenheimer funds to (1) IRAs, 
rollover IRAs, SEP IRAs and SAR-SEP IRAs,  using the OppenheimerFunds, Inc.
prototype IRA agreement, if the rollover contribution is received during the
period from January 1, 1997 through April 15, 1997 (the "promotion period"),
or the acceptance of a direct rollover or trustee-to-trustee transfer is
acknowledged by the trustee of the OppenheimerFunds prototype IRA during the
promotion period,  and (2) IRAs, rollover IRAs, SEP IRAs and SAR-SEP IRAs
using the A.G. Edwards & Sons, Inc. prototype IRA agreement, if the rollover
contribution or trustee-to-trustee payment is received during the promotion
period.  "Qualifying transactions" do not include (1) purchases of Class A
shares intended but not yet made under a Letter of Intent, and (2) purchases
of Class A, Class B and/or Class C shares with the redemption proceeds from an
existing Oppenheimer funds account.

2.   The first paragraph of the section captioned "Class A Contingent
Deferred Sales Charge" in "Buying Class A Shares" on page 38, is revised by
adding the following subparagraph:

       Purchases by a retirement plan qualified under section 401(a) if the
retirement plan has total plan assets of $500,000 or more.

January 1, 1997                                                  PS0305.004