OPPENHEIMER DISCIPLINED VALUE FUND
                    Supplement dated May 1, 1997 to the
                    Prospectus dated December 16, 1996

The Prospectus is changed as follows:

1.   The Supplement dated January 1, 1997 to the Prospectus dated
December 16, 1996 is replaced by this Supplement.

2.   The first footnote under the "Shareholder Transaction
Expenses" table on page 3  is revised to read as follows:

       (1)  If you invest $1 million or more
       ($500,000 or more for purchases by "Retirement
       Plans", as defined in "Class A Contingent
       Deferred Sales Charge" on page 26) in Class A
       shares, you may have to pay a sales charge of
       up to 1% if you sell your shares within 12
       calendar months (18 months for shares
       purchased prior to May 1, 1997) from the end
       of the calendar month during which you
       purchased those shares.  See "How to Buy
       Shares - Buying Class A Shares", below.

3.   In  "Class A Shares" under "Classes of Shares" on page 21 the
second sentence is replaced by  the following:  "If you purchase
Class A shares as part of an investment of at least $1 million
($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if
you sell any of those shares within 12 months of buying them (18
months if the shares were purchased prior to May 1, 1997), you may
pay a contingent deferred sales charge."

4.   The following is added to "Which Class of Shares Should You
Choose? - How Does it Affect Payments To My Broker?"  on page 23: 
 "The Distributor may pay additional periodic compensation from its
own resources to securities dealers or financial institutions based
upon the value of shares of the Fund owned by the dealer or
financial institution for its own account or for its customers."

5.   The following is added to "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 26:

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

6.   In the second paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 26 the first sentence is
replaced by the following:

          The Distributor pays dealers of record commission on
     those purchases in an amount equal to (i) 1.0% for non-
     Retirement Plan accounts, and (ii) for Retirement Plan
     accounts, 1.0% of the first $2.5 million, plus 0.50% of
     the next 
                                                  [over]
     $2.5 million, plus 0.25% of purchases over $5 million,
     calculated on a calendar
      year basis.

7.   In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 26, the first sentence is
replaced by the following:

     If you redeem any of those shares purchased prior to May
     1, 1997, within 18 months of the end of the calendar
     month of their purchase, a contingent deferred sales
     charge (called the "Class A contingent deferred sales
     charge") may be deducted from the redemption proceeds. 
     A Class A contingent deferred sales charge may be
     deducted from the redemption proceeds of any of those
     shares purchased on or after May 1, 1997 that are
     redeemed  within 12 months of the end 
     of the calendar month of their purchase.

8.   The third sentence of the second paragraph of  "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 27 is replaced by the following:   "The Distributor will add
the value, at current offering price, of the shares you previously
purchased and currently own to the value of current purchases to
determine the sales charge rate that applies."  

9.   The third sub-paragraph in  "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 30 is
replaced by  the following:
                                                  
              if, at the time of purchase of shares (prior to
     May 1, 1997) the dealer agreed in writing to accept the
     dealer's portion of the sales commission in installments
     of 1/18th of the commission per month (and no further
     commission will be payable if the shares are redeemed
     within 18 months of purchase); 

             if, at the time of purchase of shares (on or
     after May 1, 1997) the dealer agrees in writing to accept
     the dealer's portion of the sales commission in
     installments of 1/12th of the commission per month (and
     no further commission will be payable if the shares are
     redeemed within 12 months of purchase);

10.  The following subparagraphs are added at the end of  "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 30: 

             for distributions from Retirement Plans having
     500 or more eligible participants, except distributions
     due to termination of all of the Oppenheimer funds as an
     investment option under the Plan; and 

             for distributions from 401(k) plans sponsored by
     broker-dealers that have entered into a special agreement
     with the Distributor allowing this waiver.


11.  The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 32: 

     If a dealer has a special agreement with the Distributor,
     the Distributor will pay  the Class B service fee and the
     asset-based sales charge to the dealer quarterly in lieu
     of paying the sales commission and service fee advance at
     the time of purchase.

12.  The following is added as a new penultimate sentence to the
sixth paragraph of  "Distribution and Service Plans for Class B and
Class C shares" on page 32:
     
     If a  dealer has a special agreement with the
     Distributor, the Distributor shall pay  the Class C
     service fee and asset-based sales charge to the dealer
     quarterly in lieu of paying the sales commission and 
     service fee advance at the time of purchase.

13.  The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 33 is replaced with the following and a
new sub-section (6) is added as follows: 

             distributions from OppenheimerFunds prototype
     401(k) plans and from certain Massachusetts Mutual Life
     Insurance Company prototype 401(k) plans . . .  (6) for
     loans to participants or beneficiaries. 

14.  The following sub-paragraph is added at the end of  "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 33:  

             distributions from 401(k) plans sponsored  by 
     broker-dealers that have entered into a special agreement
     with the Distributor allowing this waiver.

15.  The section captioned "Special Investor Services" on page 34
is revised by adding the following after the sub-section captioned
"PhoneLink":

     Shareholder Transactions by Fax.  Beginning May 30, 1997,
     requests for certain account transactions may  be sent to
     the Transfer Agent by fax (telecopier).  Please call 1-
     800-525-7048 for information about which transactions are
     included.  Transaction requests submitted by fax are
     subject to the same rules and restrictions as written and
     telephone requests described in this Prospectus.

May 1, 1997                   PS0375.005


                  OPPENHEIMER DISCIPLINED ALLOCATION FUND
                    Supplement dated May 1, 1997 to the
                    Prospectus dated February 25, 1997

The Prospectus is changed as follows:

1.   The Supplement dated February 25, 1997 to the Prospectus dated
February 25, 1997 is replaced by this Supplement.

2.   The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is revised to read as follows:

       (1)  If you invest $1 million or more
       ($500,000 or more for purchases by "Retirement
       Plans", as defined in "Class A Contingent
       Deferred Sales Charge" on page 33) in Class A
       shares, you may have to pay a sales charge of
       up to 1% if you sell your shares within 12
       calendar months (18 months for shares
       purchased prior to May 1, 1997) from the end
       of the calendar month during which you
       purchased those shares.  See "How to Buy
       Shares - Buying Class A Shares", below.

3.   In  "Class A Shares" under "Classes of Shares" on page 28  the
second sentence is replaced by  the following:  "If you purchase
Class A shares as part of an investment of at least $1 million
($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if
you sell any of those shares within 12 months of buying them (18
months if the shares were purchased prior to May 1, 1997), you may
pay a contingent deferred sales charge."

4.   The following is added to "Which Class of Shares Should You
Choose? - How Does it Affect Payments To My Broker?"  on page 30: 
 "The Distributor may pay additional periodic compensation from its
own resources to securities dealers or financial institutions based
upon the value of shares of the Fund owned by the dealer or
financial institution for its own account or for its customers."

5.   In the second paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 33 the first sentence is
replaced by the following:

          The Distributor pays dealers of record commission on
     those purchases in an amount equal to (i) 1.0% for non-
     Retirement Plan accounts, and (ii) for Retirement Plan
     accounts, 1.0% of the first $2.5 million, plus 0.50% of
     the next $2.5 million, plus 0.25% of purchases over $5
     million, calculated on a calendar year basis.
                                                  
6.   In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 33, the first sentence is
replaced by the following:

     If you redeem any of those shares purchased prior to May
     1, 1997, within 18 months of the end of the calendar
     month of their purchase, a contingent deferred sales
     charge (called the "Class A contingent deferred sales
     charge") may be 
                                                  [over]
     deducted from the redemption proceeds.  A Class A contingent
     deferred sales charge may be deducted from the redemption
     proceeds of any of those shares purchased on or after May 1,
     1997 that are redeemed  within 12 months of the end of the
     calendar month of their purchase.

7.   The third sentence of the second paragraph of  "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 34 is replaced by the following:   "The Distributor will add
the value, at current offering price, of the shares you previously
purchased and currently own to the value of current purchases to
determine the sales charge rate that applies."  

8.   The third sub-paragraph in  "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 36 is
replaced by  the following:
                                                  
              if, at the time of purchase of shares (prior to
     May 1, 1997) the dealer agreed in writing to accept the
     dealer's portion of the sales commission in installments
     of 1/18th of the commission per month (and no further
     commission will be payable if the shares are redeemed
     within 18 months of purchase); 

             if, at the time of purchase of shares (on or
     after May 1, 1997) the dealer agrees in writing to accept
     the dealer's portion of the sales commission in
     installments of 1/12th of the commission per month (and
     no further commission will be payable if the shares are
     redeemed within 12 months of purchase);

9.   The following subparagraphs are added at the end of  "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 36: 

             for distributions from Retirement Plans having
     500 or more eligible participants, except distributions
     due to termination of all of the Oppenheimer funds as an
     investment option under the Plan; and 

             for distributions from 401(k) plans sponsored by
     broker-dealers that have entered into a special agreement
     with the Distributor allowing this waiver.


10.  The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 39: 

     If a dealer has a special agreement with the Distributor,
     the Distributor will pay  the Class B service fee and the
     asset-based sales charge to the dealer quarterly in lieu
     of paying the sales commission and service fee advance at
     the time of purchase.

11.  The following is added as a new penultimate sentence to the
sixth paragraph of  "Distribution and Service Plans for Class B and
Class C shares" on page 39:
     
     If a  dealer has a special agreement with the
     Distributor, the Distributor shall pay  the Class C
     service fee and asset-based sales charge to the dealer
     quarterly in lieu of paying the sales commission and 
     service fee advance at the time of purchase.

12.  The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 40 is replaced with the following and a
new sub-section (6) is added as follows: 

             distributions from OppenheimerFunds prototype
     401(k) plans and from certain Massachusetts Mutual Life
     Insurance Company prototype 401(k) plans . . .  (6) for
     loans to participants or beneficiaries. 

13.  The following sub-paragraph is added at the end of  "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 40:  

             distributions from 401(k) plans sponsored  by 
     broker-dealers that have entered into a special agreement
     with the Distributor allowing this waiver.

14.  The section captioned "Special Investor Services" on page 41
is revised by adding the following after the sub-section captioned
"PhoneLink":

     Shareholder Transactions by Fax.  Beginning May 30, 1997,
     requests for certain account transactions may  be sent to
     the Transfer Agent by fax (telecopier).  Please call 1-
     800-525-7048 for information about which transactions are
     included.  Transaction requests submitted by fax are
     subject to the same rules and restrictions as written and
     telephone requests described in this Prospectus.

  


May 1, 1997                                                      PS0205.006



                        OPPENHEIMER LIFESPAN FUNDS
                    Supplement dated May 1, 1997 to the
                    Prospectus dated February 25, 1997

The Prospectus is changed as follows:

1.   The Supplement dated February 25, 1997 to the Prospectus dated
February 25, 1997 is replaced by this Supplement.

2.   The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is revised to read as follows:

       (1)  If you invest $1 million or more
       ($500,000 or more for purchases by "Retirement
       Plans", as defined in "Class A Contingent
       Deferred Sales Charge" on page 47) in Class A
       shares, you may have to pay a sales charge of
       up to 1% if you sell your shares within 12
       calendar months (18 months for shares
       purchased prior to May 1, 1997) from the end
       of the calendar month during which you
       purchased those shares.  See "How to Buy
       Shares - Buying Class A Shares", below.

3.   In  "Class A Shares" under "Classes of Shares" on page 42  the
second sentence is replaced by  the following:  "If you purchase
Class A shares as part of an investment of at least $1 million
($500,000 for Retirement Plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge, but if
you sell any of those shares within 12 months of buying them (18
months if the shares were purchased prior to May 1, 1997), you may
pay a contingent deferred sales charge."

4.   The following is added to "Which Class of Shares Should You
Choose? - How Does it Affect Payments To My Broker?"  on page 44: 
 "The Distributor may pay additional periodic compensation from its
own resources to securities dealers or financial institutions based
upon the value of shares of the Fund owned by the dealer or
financial institution for its own account or for its customers."

5.   In the second paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 47 the first sentence is
replaced by the following:

          The Distributor pays dealers of record commission on
     those purchases in an amount equal to (i) 1.0% for non-
     Retirement Plan accounts, and (ii) for Retirement Plan
     accounts, 1.0% of the first $2.5 million, plus 0.50% of
     the next $2.5 million, plus 0.25% of purchases over $5
     million, calculated on a calendar year basis.
                                                  
6.   In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 47, the first sentence is
replaced by the following:
                                                  [over]

     If you redeem any of those shares purchased prior to May
     1, 1997, within 18 months of the end of the calendar
     month of their purchase, a contingent deferred sales
     charge (called the "Class A contingent deferred sales
     charge") may bededucted from the redemption proceeds.  A
     Class A contingent deferred sales charge may be deducted
     from the redemption proceeds of any of those shares
     purchased on or after May 1, 1997 that are redeemed 
     within 12 months of the end of the calendar month of
     their purchase.

7.   The third sentence of the second paragraph of  "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 48 is replaced by the following:   "The Distributor will add
the value, at current offering price, of the shares you previously
purchased and currently own to the value of current purchases to
determine the sales charge rate that applies."  

8.   The third sub-paragraph in  "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 50 is
replaced by  the following:
                                                  
              if, at the time of purchase of shares (prior to
     May 1, 1997) the dealer agreed in writing to accept the
     dealer's portion of the sales commission in installments
     of 1/18th of the commission per month (and no further
     commission will be payable if the shares are redeemed
     within 18 months of purchase); 

             if, at the time of purchase of shares (on or
     after May 1, 1997) the dealer agrees in writing to accept
     the dealer's portion of the sales commission in
     installments of 1/12th of the commission per month (and
     no further commission will be payable if the shares are
     redeemed within 12 months of purchase);

9.   The following subparagraphs are added at the end of  "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 50: 

             for distributions from Retirement Plans having
     500 or more eligible participants, except distributions
     due to termination of all of the Oppenheimer funds as an
     investment option under the Plan; and 

             for distributions from 401(k) plans sponsored by
     broker-dealers that have entered into a special agreement
     with the Distributor allowing this waiver.


10.  The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 53: 

     If a dealer has a special agreement with the Distributor,
     the Distributor will pay  the Class B service fee and the
     asset-based sales charge to the dealer quarterly in lieu
     of paying the sales commission and service fee advance at
     the time of purchase.

11.  The following is added as a new penultimate sentence to the
sixth paragraph of  "Distribution and Service Plans for Class B and
Class C shares" on page 53:
     
     If a  dealer has a special agreement with the
     Distributor, the Distributor shall pay  the Class C
     service fee and asset-based sales charge to the dealer
     quarterly in lieu of paying the sales commission and 
     service fee advance at the time of purchase.

12.  The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 54  is replaced with the following and a
new sub-section (6) is added as follows: 

             distributions from OppenheimerFunds prototype
     401(k) plans and from certain Massachusetts Mutual Life
     Insurance Company prototype 401(k) plans . . .  (6) for
     loans to participants or beneficiaries. 

13.  The following sub-paragraph is added at the end of   "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C sales charges" on page 54:  

             distributions from 401(k) plans sponsored  by 
     broker-dealers that have entered into a special agreement
     with the Distributor allowing this waiver.

14.  The section captioned "Special Investor Services" on page 55
is revised by adding the following after the sub-section captioned
"PhoneLink":

     Shareholder Transactions by Fax.  Beginning May 30, 1997,
     requests for certain account transactions may  be sent to
     the Transfer Agent by fax (telecopier).  Please call 1-
     800-525-7048 for information about which transactions are
     included.  Transaction requests submitted by fax are
     subject to the same rules and restrictions as written and
     telephone requests described in this Prospectus.

  


May 1, 1997                                                      PS0305.008