OPPENHEIMER VALUE STOCK FUND
                  Supplement dated January 1, 1996 to the
                     Prospectus dated October 2, 1995

The Prospectus is changed as follows:

     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 25, (2) sales of Class B shares
described in the third paragraph in "Distribution and Service
Plan for Class B Shares" on page 31, or (3) sales of Class C
shares described in the third paragraph in "Distribution and
Service Plan for Class C Shares" on page 31, the Distributor will
pay additional commission to each participating broker, dealer
and financial institution that has a sales agreement with the
Distributor (these are referred to as "participating firms") for
Class A, B and C shares of the Fund sold in "qualifying
transactions" (the "promotion").  The additional commission will
be .75% 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 $1 million or
more 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 sales of Class A, Class B
and/or Class C shares of any one or more of the Oppenheimer funds
(except money market funds and tax-exempt funds) for (1) new
Individual Retirement Accounts ("IRAs"), using the
OppenheimerFunds prototype IRA agreement, including rollover
IRAs, SEP IRAs and SAR-SEP IRAs, where the IRA is established and
the purchase payment is received during the period from January
1, 1996 through April 15, 1996 (the "promotion period") or, (2)
IRAs using the A.G. Edwards & Sons, Inc. prototype IRA agreement,
including rollover IRAs, SEP IRAs and SAR-SEP IRAs, where the
purchase payment is received during the promotion period.  
"Qualifying transactions" also include purchases of shares of
Oppenheimer funds for  existing OppenheimerFunds or A.G. Edwards
& Sons, Inc. prototype IRAs, rollover IRAs, SEP IRAs and SAR-SEP
IRAs effected through a rollover from an investor, or through a
direct rollover or trustee-to-trustee transfer 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 qualify, the payment
for the shares purchased for a rollover to an OppenheimerFunds
prototype IRA or for a rollover, direct rollover or trustee-to-
trustee transfer to an A.G. Edwards & Sons, Inc. prototype IRA
must be received during the promotion period, or the acceptance
of a direct rollover or trustee-to-trustee transfer to an
OppenheimerFunds prototype IRA must be acknowledged by the
trustee of the OppenheimerFunds  prototype IRA 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
OppenheimerFunds account.

January 1, 1996                                                  PS0325.003