OPPENHEIMER DISCIPLINED ALLOCATION FUND
              Supplement dated May 15, 1998 to the
              Prospectus dated February 19, 1998

The Prospectus is changed as follows effective June 1, 1998:

1.  Footnote  number 1 under the table  entitled  "Shareholder
Transaction Expenses" on
page 3 is modified 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 pages 35 & 36) in Class A shares,  you may have to pay a sales  charge of
    up to 1% if you sell your shares  within 18 calendar  months from the end of
    the calendar month during which you purchased those shares.  See "How to Buy
    Shares -- Buying Class A Shares," below.

2. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 30 is modified to read as
follows:

    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 18 months of  buying  them,  you may pay a  contingent
    deferred sales charge, described below.

3. The second  sub-paragraph  under the first paragraph of the section  entitled
"Buying Class A Shares - Class A Contingent Deferred Sales Charge" on page 35 is
modified to read
as follows:

        o Purchases by a  retirement  plan  qualified  under  section  401(a) or
    401(k) of the Internal  Revenue Code if the retirement plan has total assets
    of $500,000 or more;








4. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent  Deferred Sales Charge" on page 36 are
modified to read as follows:

    If you redeem any Class A shares  subject to the  contingent  deferred sales
    charge  described above 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 different holding period may apply to shares purchased prior to
    June 1, 1998).

5. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares-Class A Contingent Deferred Sales Charge" on page 36
is modified to read as follows:

However, if the shares acquired by exchange are redeemed within 18 months of the
end of the  calendar  month  of  the  purchase  of  the  exchanged  shares,  the
contingent  deferred  sales charge will apply.  (A different  holding period may
apply to shares purchased prior to June 1, 1998).

6. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 36 is
hereby deleted.

7. The  following  sub-paragraphs  of the section  entitled " Waivers of Class A
Sales Charges-Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 39 are deleted:

        o 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)

        o if, at the time of  purchase  of shares  (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)







8. The section  captioned  "OppenheimerFunds  Internet Web Site" under  "Special
Investor Services" on page 45 should be revised to read as follows:

     OppenheimerFunds  Internet Web Site.  Information about the Fund, including
your account balance, daily share prices, market and Fund portfolio information,
may be obtained by  visiting  the  OppenheimerFunds  Internet  Web Site,  at the
following  Internet  address:   http://www.oppenheimerfunds.com.   Additionally,
certain account  transactions may be requested by any shareholder  listed in the
registration  on an account as well as by the dealer  representative  of record,
through a special  section of that Web Site.  To access that  section of the Web
Site, you must first obtain a personal  identification number ("PIN") by calling
OppenheimerFunds  PhoneLink  at  1-800-533-3310.  If  you do not  wish  to  have
Internet  account  transactions  capability  for your  account,  please call our
customer service representatives at 1-800-525-7048. To find out more information
about Internet transactions and procedures, please visit the Web Site.


May 15, 1998                                        PS0205.008



              OPPENHEIMER DISCIPLINED ALLOCATION FUND
               Supplement dated May 15, 1998 to the
    Statement of Additional Information dated February 19, 1998


The Statement of Additional  Information is changed as follows effective June 1,
1998:


1.    The fourth paragraph in the section entitled "How To
Exchange Shares" on page 52 is
revised to read as follows:

     Shares of the Fund acquired by reinvestment  of dividends or  distributions
from any of the other  Oppenheimer  funds or from any unit investment  trust for
which  reinvestment  arrangements  have been made  with the  Distributor  may be
exchanged  at net asset  value for shares of any of the  Oppenheimer  funds.  No
contingent  deferred sales charge is imposed on exchanges of shares of any class
purchased subject to a contingent deferred sales charge.  However, if you redeem
Class A shares of the Fund that were  acquired  by exchange of Class A shares of
other Oppenheimer funds purchased subject to a Class A contingent deferred sales
charge within 18 months of the end of the calendar  month of the purchase of the
exchanged  Class A  shares,  the Class A  contingent  deferred  sales  charge is
imposed on the redeemed  shares (see "Class A Contingent  Deferred Sales Charge"
in the  Prospectus).  (A different  holding period may apply to shares purchased
prior to June 1, 1998). The Class B contingent  deferred sales charge is imposed
on Class B shares  acquired by exchange if they are redeemed within six years of
the initial  purchase of the  exchanged  Class B shares.  The Class C contingent
deferred sales charge is imposed on Class C shares  acquired by exchange if they
are redeemed  within 12 months of the initial  purchase of the exchanged Class C
shares.





May 15, 1998                                             PX0205.002




              OPPENHEIMER DISCIPLINED VALUE FUND
             Supplement dated May 15, 1998 to the
              Prospectus dated February 19, 1998

The Prospectus is changed as follows effective June 1, 1998:

1.  Footnote  number 1 under the table  entitled  "Shareholder
Transaction Expenses" on
page 3 is modified 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 pages 35 & 36) in Class A shares,  you may have to pay a sales  charge of
    up to 1% if you sell your shares  within 18 calendar  months from the end of
    the calendar month during which you purchased those shares.  See "How to Buy
    Shares -- Buying Class A Shares," below.

2. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 24 is modified to read as
follows:

    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 18 months of  buying  them,  you may pay a  contingent
    deferred sales charge, described below.

3. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent  Deferred Sales Charge" on page 30 are
modified to read as follows:

    If you redeem any Class A shares  subject to the  contingent  deferred sales
    charge  described above 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 different holding period may apply to shares purchased prior to
    June 1, 1998).

4. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares-Class A Contingent Deferred Sales Charge" on page 30
is modified to read as follows:


(continued)







However, if the shares acquired by exchange are redeemed within 18 months of the
end of the  calendar  month  of  the  purchase  of  the  exchanged  shares,  the
contingent  deferred  sales charge will apply.  (A different  holding period may
apply to shares purchased prior to June 1, 1998).

5. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 30 is
hereby deleted.

6. The  following  sub-paragraphs  of the section  entitled " Waivers of Class A
Sales Charges-Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 33 are deleted:

        o 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)

        o  if,  at  the  time  of   purchase   of  shares  (if
purchased during the period to May 1,
    1997  through  December  31,1997)  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)

7. The section  captioned  "OppenheimerFunds  Internet Web Site" under  "Special
Investor Services" on page 40 should be revised to read as follows:

     OppenheimerFunds  Internet Web Site.  Information about the Fund, including
your account balance, daily share prices, market and Fund portfolio information,
may be obtained by  visiting  the  OppenheimerFunds  Internet  Web Site,  at the
following  Internet  address:   http://www.oppenheimerfunds.com.   Additionally,
certain account  transactions may be requested by any shareholder  listed in the
registration  on an account as well as by the dealer  representative  of record,
through a special section of that Web Site. To access that section

                                                   (continued)









of the Web Site, you must first obtain a personal  identification number ("PIN")
by calling OppenheimerFunds  PhoneLink at 1-800-533-3310.  If you do not wish to
have Internet account transactions  capability for your account, please call our
customer service representatives at 1-800-525-7048. To find out more information
about Internet transactions and procedures, please visit the Web Site.


May 15, 1998                                        PS0375.007



                OPPENHEIMER DISCIPLINED VALUE  FUND
               Supplement dated May 15, 1998 to the
    Statement of Additional Information dated February 19, 1998


The Statement of Additional  Information is changed as follows effective June 1,
1998:


1.    The fourth paragraph in the section entitled "How To
Exchange Shares" on page 51 is
revised to read as follows:

     Shares of the Fund acquired by reinvestment  of dividends or  distributions
from any of the other  Oppenheimer  funds or from any unit investment  trust for
which  reinvestment  arrangements  have been made  with the  Distributor  may be
exchanged  at net asset  value for shares of any of the  Oppenheimer  funds.  No
contingent  deferred sales charge is imposed on exchanges of shares of any class
purchased subject to a contingent deferred sales charge.  However, if you redeem
Class A shares of the Fund that were  acquired  by exchange of Class A shares of
other Oppenheimer funds purchased subject to a Class A contingent deferred sales
charge within 18 months of the end of the calendar  month of the purchase of the
exchanged  Class A  shares,  the Class A  contingent  deferred  sales  charge is
imposed on the redeemed  shares (see "Class A Contingent  Deferred Sales Charge"
in the  Prospectus).  (A different  holding period may apply to shares purchased
prior to June 1, 1998). The Class B contingent  deferred sales charge is imposed
on Class B shares  acquired by exchange if they are redeemed within six years of
the initial  purchase of the  exchanged  Class B shares.  The Class C contingent
deferred sales charge is imposed on Class C shares  acquired by exchange if they
are redeemed  within 12 months of the initial  purchase of the exchanged Class C
shares.





May 15, 1998                                             PX0375.002