OPPENHEIMER VALUE STOCK FUND
Supplement Dated March 4, 1997
To the Prospectus dated April 1, 1996

The Prospectus is changed as follows:

1.    The Supplement dated January 1, 1997 to the Prospectus is
replaced by this supplement.

2.    The phrase in parentheses in footnote 1 following the table
in the section "Shareholder Transaction Expenses" on page 3 is
revised to read as follows: "($500,000 or more for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred
Sales Charge" on page 26)."

3.    The fourth sentence of the section "Who Manages the Fund" on
page 6 is revised to read as follows: "The Fund has a sub-
adviser, David L. Babson & Co., Inc. (the "Sub-Adviser"), which
is responsible for choosing the Fund's investments."

4.    The first sentence of the second paragraph in the section
"Investment Policies and Strategies" on page 10 is revised to
read as follows: "The Sub-Adviser will seek to invest the Fund's
assets in the securities of companies which, in its opinion, are
of high quality, offer above-average dividend growth potential
and are attractively valued in the marketplace."

5.    The section "The Manager and Its Affiliates" on page 17 is
revised to read as follows:

  The Manager and Its Affiliates.  Since March 28, 1991, the
  Fund has been managed by the Manager, which handles its day-
  to-day business.  The Manager carries out its duties, subject
  to the policies established by the Board of Trustees, under
  an investment advisory agreement which states the Manager's
  responsibilities.  The agreement sets forth the fees paid by
  the Fund to the Manager and describes the expenses that the
  Fund is responsible to pay to conduct its business.  David.
  L. Babson & Co., Inc. (the Sub-Adviser"), acts as the Fund's
  sub-adviser.  The Sub-Adviser is responsible for choosing the
  Fund's investments and its duties and responsibilities are
  set forth in its contract with the Manager.  The Manager, not
  the Fund, pays the Sub-Adviser.  The Sub-Adviser began
  managing equity assets in 1968.  It became a wholly-owned
  indirect subsidiary of Massachusetts Mutual Life Insurance
  Company ("MassMutual")  in June 1995.   It advises other
  mutual funds and institutional clients.  On January 1, 1997,
  the Fund's previous sub-advisor, Concert Capital Management,
  Inc. merged into the Sub-Advisor which assumed its contract
  with the Manager.

      The Manager has operated as an investment adviser since
  1959.  The Manager (including an affiliate) currently manages
  investment companies, including other Oppenheimer funds, with
  assets in excess of $62 billion as of December 31, 1996, held
  in more than 3 million shareholder accounts.  The Manager is
  owned by Oppenheimer Acquisition Corp., a holding company
  that is owned in part by senior officers of the Manager and
  controlled by MassMutual. 

      The Board of Trustees of the Fund has determined that it
  is in the best interest of the Fund's shareholders that the
  Fund reorganize with and into Oppenheimer Disciplined Value
  Fund.   The Board unanimously approved the terms of an
  agreement and plan of reorganization to be entered into
  between these funds (the "reorganization plan") and the
  transactions contemplated (the transactions are referred to
  as the "reorganization").  The Board further determined that
  the reorganization should be submitted to the Fund's
  shareholders for approval, and recommended that shareholders
  approve the reorganization.

      Pursuant to the reorganization plan, (i) substantially all
  of the assets of the Fund would be exchanged for shares of
  Oppenheimer Disciplined Value Fund, (ii) these shares of
  Oppenheimer Disciplined Value Fund would be distributed to
  the shareholders of the Fund, (iii) Oppenheimer Value Stock
  Fund would be liquidated, and (iv) the outstanding shares of
  Oppenheimer Value Stock Fund would be canceled.  It is
  expected that the reorganization will be tax-free, pursuant
  to Section 368(a)(1) of the Internal Revenue Code of 1986, as
  amended, and the Fund will request an opinion of tax counsel
  to that effect.

      A meeting of the shareholders of Oppenheimer Value
  Stock Fund is scheduled for July 21, 1997 to vote on the
  reorganization.  Approval of the reorganization requires
  the affirmative vote of a majority of the outstanding
  shares of the Fund (the term "majority" is defined in the
  Investment Company Act as a special majority.  It is also
  explained in the Statement of Additional Information). 
  There is no assurance that Oppenheimer Value Stock Fund's
  shareholders will approve the reorganization.  Details
  about the proposed reorganization will be contained in a
  proxy statement and other soliciting materials which will
  be mailed on or about May 23, 1997 to Oppenheimer Value
  Stock Fund's shareholders of record on May 2, 1997. 
  Persons who became shareholders of the Fund after the
  record date for the shareholder meeting will not be
  entitled to vote on the reorganization.

6.    The first and second sentences in the sub-section "Class A
Shares" in "How to Buy Shares-Classes of Shares" on page 22 are
revised to read as follows: "If you buy Class A shares, you may
pay an initial sales charge on investments up to $1 million (up
to $500,000 for purchases by "Retirement Plans," as defined in
"Class A Contingent Deferred Sales Charge" on page 26).  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."

7.    The first and second paragraphs in the section "Class A
Contingent Deferred Sales Charge" on page 26 are revised to read
as follows:

      There is no initial sales charge on purchases of Class A
  shares of any one or more of the Oppenheimer funds in the
  following cases:

         Purchases aggregating $1 million or more. 

         Purchases by a retirement plan qualified under sections
  401(a) or 401(k) of the Internal Revenue Code, by a non-
  qualified deferred compensation plan (not including Section
  457 plans), employee benefit plan, group retirement plan (see
  "How to Buy Shares - Retirement Plans" in the Statement of
  Additional Information for further details), an employee's
  403(b)(7) custodial plan account, SEP IRA, SARSEP, or SIMPLE
  plan (all of these plans are collectively referred to as
  "Retirement Plans"); that: (1) buys shares costing $500,000
  or more or (2) has, at the time of purchase, 100 or more
  eligible participants, or (3) certifies that it projects to
  have annual plan purchases of $200,000 or more.

         Purchases by an OppenheimerFunds Rollover IRA if the
  purchases are made (1) through a broker, dealer, bank or
  registered investment adviser that has made special
  arrangements with the Distributor for these purchases, or (2)
  by a direct rollover of a distribution from a qualified
  retirement plan if the administrator of that plan has made
  special arrangements with the Distributor for those
  purchases.

      The Distributor pays dealers of record commissions 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. 
  That commission will be paid only on those purchases that
  were not previously subject to a front-end sales charge and
  dealer commission.   No sales commission will be paid to the
  dealer, broker or financial institution on sales of Class A
  shares purchased with the redemption proceeds of shares of a
  mutual fund offered as an investment option in a Retirement
  Plan in which Oppenheimer funds are also offered as
  investment options under a special arrangement with the
  Distributor if the purchase occurs more than 30 days after
  the addition of the Oppenheimer funds as an investment option
  to the Retirement Plan.

8.    The second sentence in the section "Special Arrangements with
Dealers" on page 27 is deleted.

9.    The section "Waivers of Class A Sales Charges - Waivers of
Initial and Contingent Deferred Sales Charges for Certain
Purchasers" on page 28 is revised by adding the following
subparagraph:

         (1) investment advisors and financial planners who
  charge an advisory, consulting or other fee for their
  services and buy shares for their own accounts or the
  accounts of their clients, (2) Retirement Plans and deferred
  compensation plans and trusts used to fund those Plans
  (including, for example, plans qualified or created under
  sections 401(a), 403(b) or 457 of the Internal Revenue Code),
  and "rabbi trusts" that buy shares for their own accounts, in
  each case if those purchases are made through a broker or
  agent or other financial intermediary that has made special
  arrangements with the Distributor for those purchases; and
  (3) clients of such investment advisors or financial planners
  who buy shares for their own accounts may also purchase
  shares without sales charge but only if their accounts are
  linked to a master account of their investment advisor or
  financial planner on the books and records of the broker,
  agent or financial intermediary with which the Distributor
  has made such special arrangements (each of these investors
  may be charged a fee by the broker, agent or financial
  intermediary for purchasing shares).

10.   The section "Waivers of Class A Sales Charges - Waivers of
the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 30 is revised to read as follows:

  The Class A contingent deferred sales charge is also waived
  if shares that would otherwise be subject to the contingent
  deferred sales charge are redeemed in the following cases:

         to make Automatic Withdrawal Plan payments that are
  limited annually to no more than 12% of the original account
  value;

        involuntary redemptions of shares by operation of law or
  involuntary redemptions of small accounts (see "Shareholder
  Account Rules and Policies," below); 

         if, at the time a purchase order is placed for Class A
  shares that would otherwise be subject to the Class A
  contingent deferred sales charge, the dealer agrees in
  writing to accept the dealer's portion of the commission
  payable on the sale 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);

        for distributions from a TRAC-2000 401(k) plan sponsored
  by the Distributor due to the termination of the TRAC-2000
  program.
      
         for distributions from Retirement Plans, deferred
  compensation plans or other employee benefit plans for any of
  the following purposes:  (1) following the death or
  disability (as defined in the Internal Revenue Code) of the
  participant or beneficiary (the death or disability must
  occur after the participant's account was established); (2)
  to return excess contributions; (3) to return contributions
  made due to a mistake of fact; (4) hardship withdrawals, as
  defined in the plan; (5) under a Qualified Domestic Relations
  Order, as defined in the Internal Revenue Code; (6) to meet
  the minimum distribution requirements of the Internal Revenue
  Code; (7) to establish "substantially equal periodic
  payments" as described in Section 72(t) of the Internal
  Revenue Code; (8) for retirement distributions or loans to
  participants or beneficiaries; (9) separation from service;
  (10) participant-directed redemptions to purchase shares of a
  mutual fund (other than a fund managed by the Manager or its
  subsidiary) offered as an investment option in a Retirement
  Plan in which Oppenheimer funds are also offered as
  investment options under a special arrangement with the
  Distributor; or (11) plan termination or "in-service
  distributions", if the redemption proceeds are rolled over
  directly to an OppenheimerFunds IRA.

11.   The reference to the "Sub-Adviser" on the back page of the
prospectus is revised to read as follows:

  David L. Babson & Co., Inc.
  One Memorial Drive
  Cambridge, MA 02142

12.   The first sentence of the last paragraph on the back page
of the prospectus is revised to read as follows: "No dealer,
broker, salesperson or any other person has been authorized to
give any information or to make any representations other than
those contained in this Prospectus or the Statement of Additional
Information, and if given or made, such information and
representations must not be relied upon as having been authorized
by the Fund, OppenheimerFunds, Inc., OppenheimerFunds
Distributor, Inc., David L. Babson & Co. Inc., or any affiliate
thereof."



March 4, 1997                                                    PS0325.009