OPPENHEIMER ASSET ALLOCATION FUND

                     Supplement dated January 3, 1995 
                  to the Prospectus dated April 29, 1994

The Prospectus is amended as follows:

     1.   The Supplement dated July 1, 1994 to the Prospectus is no longer
in effect.

     2.   At a meeting called for June 20, 1994, shareholders of the Fund
approved a Service Plan for Class A shares under Rule 12b-1 of the
Investment Company Act of 1940 that effective July 1, 1994, applies to all
Class A shares of the Fund, regardless of the date on which the shares
were purchased, and a new Investment Advisory Agreement effective June 27,
1994, that reduced the management fee rates.  The "Management Fees," "12b-
1 Distribution Plan Fees" and "Total Fund Operating Expenses" for Class
A shares in the Annual Fund Operating Expenses table on page 3 of the
Prospectus are restated to read 0.74%, 0.20% and 1.18%, respectively, and
"Management Fees" and "Total Fund Operating Expenses" for Class C shares
are restated to read 0.74% and 2.46%, respectively, which are the rates
that would have applied if the new 12b-1 Plan and Investment Advisory
Agreement had been in effect during the entire fiscal year.

     3.   When such restated expenses are taken into account, the table
on page 4 showing hypothetical examples of expenses for investments in
Class A and Class C shares of the Fund over stated time periods is revised
to read as follows:

                        1 Year   3 Years   5 Years   10 Years

1.  Class A Shares      $69      $93       $119      $192
2.  Class C Shares      $35      $77       $131      $280
3.  Class A Shares, 
    assuming no
    redemption          $69      $93       $119      $192
4.  Class C Shares,
    assuming no 
    redemption          $25      $77       $131      $280

     4.   The first and second sentences of the first paragraph under the
caption "Fees and Expenses" on page 12 are deleted and replaced with the
following:  "Under the Investment Advisory Agreement effective June 27,
1994, which was approved by the Fund's shareholders at a meeting called
for June 20, 1994, the Fund pays the Manager advisory fees at the
following annual rates: 0.75% of the first $200 million of average annual
net assets; 0.72% of the next $200 million; 0.69% of the next $200
million; 0.66% of the next $200 million; and 0.60% of average annual net
assets in excess of $800 million."

                                                       (continued)




     5.   The section entitled "At What Price Are Shares Sold?" on page
16 is amended to change the time of day at which the net asset value is
determined, by revising the second, third and fourth sentences of that
paragraph to read as follows: "In most cases, to enable you to receive
that day's offering price, the Distributor must receive your order by the
time of day The New York Stock Exchange closes, which is normally 4:00
P.M., New York time, but may be earlier on some days (all references to
time in this Prospectus mean `New York time').  The net asset value of
each class of shares is determined as of that time on each day The New
York Stock Exchange is open (which is a "regular business day").  If you
buy shares through a dealer, the dealer must receive your order by the
close of The New York Stock Exchange on a regular business day and
transmit it to the Distributor so that it is received before the
Distributor's close of business that day, which is normally 5:00 P.M."

     6.   The first sentence of the first paragraph under the caption
"Service Plan for Class A Shares" on page 18 is revised by having the
phrase "that were purchased on or after April 1, 1988" deleted.  In
addition, the second sentence in the second paragraph under that caption
is revised by having the phrase "purchased on or after April 1, 1988"
deleted.

     7.   The section entitled "Selling Shares by Telephone" on page 22
is amended by revising the second sentence to read as follows: "To receive
the redemption price on a regular business day, your call must be received
by the Transfer Agent by the close of The New York Stock Exchange that
day, which is normally 4:00 P.M., but may be earlier on some days."

     8.   The section entitled "How To Exchange Shares" is amended by
revising the first sentence in the first "bulleted" paragraph following
"Telephone Exchange Requests" on page 23 to become two sentences that read
as follows: "Shares are normally redeemed from one fund and purchased from
the other fund in the exchange transaction on the same regular business
day on which the Transfer Agent receives an exchange request that is in
proper form by the close of  The New York Stock Exchange that day, which
is normally 4:00 P.M. but may be earlier on some days.  However, either
fund may delay the purchase of shares of the fund you are exchanging into
if it determines it would be disadvantaged by a same-day transfer of
proceeds to buy shares."

     9.   The first sentence of the section entitled "Net Asset Value Per
Share" under "Shareholder Account Rules and Policies" on page 23 is
revised to read as follows: "Net Asset Value Per Shares is determined for
each class of shares as of the close of The New York Stock Exchange on
each regular business day by dividing the value of the Fund's net assets
attributable to a class by the number of shares of that class that are
outstanding."


January 3, 1995                                              PS240.0195




                     OPPENHEIMER ASSET ALLOCATION FUND

                     Supplement dated January 3, 1995
      to the Statement of Additional Information dated April 29, 1994

The Statement of Additional Information is amended as follows:

1.  The first sentence of the section entitled "Determination of Net Asset
Value Per Share" under "How To Buy Shares" on page 32 is amended to read
as follows, and a new second sentence is added to that section as follows:


     The net asset values per share of Class A and Class C shares of
     the Fund are determined as of the close of business of The New
     York Stock Exchange on each day that the Exchange is open by
     dividing the Fund's net assets attributable to a class by the
     number of shares of that class that are outstanding.  The
     Exchange normally closes at 4:00 P.M., New York time, but may
     close earlier on some days (for example, in case of weather
     emergencies or on days falling before a holiday).  

2.  The section entitled "AccountLink" on page 34 is revised by replacing
the text after the second sentence with the following:

     Dividends will begin to accrue on shares purchased by the
     proceeds of ACH transfers on the business day the Fund receives
     Federal funds for the purchase through the ACH system before the
     close of The New York Stock Exchange.  The Exchange normally
     closes at 4:00 P.M., but may close earlier on certain days.  If
     Federal funds are received on a business day after the close of
     the Exchange, the shares will be purchased and dividends will
     begin to accrue on the next regular business day.  The proceeds
     of ACH transfers are normally received by the Fund three days
     after the transfers are initiated.  The Distributor and the Fund
     are not responsible for any delays in purchasing shares
     resulting from delays in ACH transmissions.

3.  The second sentence of the section entitled "Special Arrangements for
Repurchases of Shares from Dealers and Brokers" on page 39 is amended to
read as follows: 

     The repurchase price per share will be the net asset value next
     computed after the Distributor receives the order placed by the
     dealer or broker, except that if the Distributor receives a
     repurchase order from a dealer or broker after the close of The
     New York Stock Exchange on a regular business day, it will be
     processed at that day's net asset value if the order was
     received by the dealer or broker from its customer prior to the
     time the Exchange closes (normally, that is 4:00 P.M., but may
     be earlier on some days) and the order was transmitted to and
     received by the Distributor prior to its close of business that
     day (normally 5:00 P.M.).
     
January 3, 1995                                         SAI240.0195