OPPENHEIMER DISCIPLINED ALLOCATION FUND
                  Supplement dated September 25, 1998 to the
          Statement of Additional Information dated February 19, 1998


     The Statement of Additional Information is revised as follows:

     1. The Supplement to the Statement of Additional  Information dated May 15,
1998 is hereby replaced with this Supplement.

     2. The following  paragraphs  are added as the third and fourth  paragraphs
under  the  section  captioned   "Investment  Policies  and  Strategies  Foreign
Securities" on page 2:

            Risks of Conversion to Euro. On January 1, 1999, eleven countries in
           the  European  Monetary  Union will adopt the euro as their  official
           currency.  However, their current currencies (for example, the franc,
           the mark,  and the lire) will also  continue in use until  January 1,
           2002. After that date, it is expected that only the euro will be used
           in those  countries.  A common  currency  is  expected to confer some
           benefits in those  markets,  by  consolidating  the  government  debt
           market for those  countries  and  reducing  some  currency  risks and
           costs.  But the  conversion  to the new currency will affect the Fund
           operationally  and also has potential risks, some of which are listed
           below. Among other things, the conversion will affect:
             o issuers  in which the Fund  invests,  because  of  changes in the
             competitive  environment  from a consolidated  currency  market and
             greater operational costs from converting to the new currency.
             This might depress stock values.
             o vendors the Fund  depends on to carry out its  business,  such as
             its Custodian  (which holds the foreign  securities the Fund buys),
             the Manager  (which must price the Fund's  investments to deal with
             the  conversion  to the  euro) and  brokers,  foreign  markets  and
             securities  depositories.  If they are not prepared, there could be
             delays in settlements and additional  costs to the Fund. o exchange
             contracts  and  derivatives   that  are   outstanding   during  the
             transition  to the euro.  The lack of  currency  rate  calculations
             between the affected  currencies  and the need to update the Fund's
             contracts could pose extra costs to the Fund.

             The  Manager  is  upgrading  (at  its  expense)  its  computer  and
             bookkeeping  systems  to  deal  with  the  conversion.  The  Fund's
             Custodian  has  advised  the  Manager of its plans to deal with the
             conversion, including how it will update its record keeping systems
             and handle the  redenomination  of  outstanding  foreign debt.  The
             Fund's  portfolio  manager  will also  monitor  the  effects of the
             conversion on the issuers in which the Fund  invests.  The possible
             effect  of  these  factors  on the  Fund's  investments  cannot  be
             determined  with  certainty  at this time,  but they may reduce the
             value of some of the Fund's  holdings and increase its  operational
             costs.

3. The fourth paragraph in the section entitled AHow 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.







September 25, 1998                             px0205.003




                       OPPENHEIMER DISCIPLINED VALUE FUND
                  Supplement dated September 25, 1998 to the
          Statement of Additional Information dated February 19, 1998


      The Statement of Additional Information is revised as follows:

     1. The Supplement to the Statement of Additional  Information dated May 15,
1998 is hereby replaced with this Supplement.

     2. The following  paragraphs  are added as the third and fourth  paragraphs
under  the  section  captioned   "Investment  Policies  and  Strategies  Foreign
Securities" on page 2:

            Risks of Conversion to Euro. On January 1, 1999, eleven countries in
           the  European  Monetary  Union will adopt the euro as their  official
           currency.  However, their current currencies (for example, the franc,
           the mark,  and the lire) will also  continue in use until  January 1,
           2002. After that date, it is expected that only the euro will be used
           in those  countries.  A common  currency  is  expected to confer some
           benefits in those  markets,  by  consolidating  the  government  debt
           market for those  countries  and  reducing  some  currency  risks and
           costs.  But the  conversion  to the new currency will affect the Fund
           operationally  and also has potential risks, some of which are listed
           below. Among other things, the conversion will affect:
             o issuers  in which the Fund  invests,  because  of  changes in the
             competitive  environment  from a consolidated  currency  market and
             greater operational costs from converting to the new currency.
             This might depress stock values.
             o vendors the Fund  depends on to carry out its  business,  such as
             its Custodian  (which holds the foreign  securities the Fund buys),
             the Manager  (which must price the Fund's  investments to deal with
             the  conversion  to the  euro) and  brokers,  foreign  markets  and
             securities  depositories.  If they are not prepared, there could be
             delays in settlements and additional  costs to the Fund. o exchange
             contracts  and  derivatives   that  are   outstanding   during  the
             transition  to the euro.  The lack of  currency  rate  calculations
             between the affected  currencies  and the need to update the Fund's
             contracts could pose extra costs to the Fund.

             The  Manager  is  upgrading  (at  its  expense)  its  computer  and
             bookkeeping  systems  to  deal  with  the  conversion.  The  Fund's
             Custodian  has  advised  the  Manager of its plans to deal with the
             conversion, including how it will update its record keeping systems
             and handle the  redenomination  of  outstanding  foreign debt.  The
             Fund's  portfolio  manager  will also  monitor  the  effects of the
             conversion on the issuers in which the Fund  invests.  The possible
             effect  of  these  factors  on the  Fund's  investments  cannot  be
             determined  with  certainty  at this time,  but they may reduce the
             value of some of the Fund's  holdings and increase its  operational
             costs.

3. The fourth  paragraph in the section  captioned  AHow 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.





September 25, 1998                                  px0375.003