OPPENHEIMER ASSET ALLOCATION FUND
Supplement Dated January 5, 1996 to the
Prospectus dated August 29, 1995

The following changes are made to the Prospectus:

1.  The name "Oppenheimer Management Corporation" is changed to
"OppenheimerFunds, Inc." in "Expenses - Annual Fund Operating Expenses,"
"A Brief Overview of the Fund - Who Manages The Fund," "How the Fund is
Managed - The Manager and Its Affiliates" and the back cover page of the
Prospectus.  The name "Oppenheimer Funds Distributor, Inc." is changed to
"OppenheimerFunds Distributor, Inc." in "How the Fund is Managed - The
Distributor," "How to Buy Shares - Buying Shares Through the Distributor"
and the back cover page of the Prospectus.  The name "Oppenheimer
Shareholder Services" is changed to "OppenheimerFunds Services" on the
front and back cover pages of the Prospectus, in "How the Fund is Managed
- - the Transfer Agent" and in "How to Sell Shares - Selling Shares by
Mail."

2.  In "How to Buy Shares," a new section is added before the section
entitled "Buying Class A Shares" on page 29 as follows:

     Special Sales Charge Arrangements for Certain Persons.  Appendix
     A to this Prospectus sets forth conditions for the waiver of,
     or exemption from, sales charges or the special sales charge
     rates that apply to purchases of shares of the Fund (including
     purchases by exchange) by a person who was a shareholder of one
     of the Former Quest for Value Funds (as defined in that
     Appendix).

3.  In "How to Buy Shares - Buying Class A Shares - Waivers of Class A
Sales Charges,"  the following is added immediately before the heading
"Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions" on page 32: 

     - directors, trustees, officers or full-time employees of OpCap
     Advisors or its affiliates, their relatives or any trust,
     pension, profit sharing or other benefit plan which beneficially
     owns shares for those persons; 
     - accounts for which Oppenheimer Capital is the investment
     adviser (the Distributor must be advised of this arrangement)
     and persons who are directors or trustees of the company or
     trust which is the beneficial owner of such accounts;  
     - any unit investment trust that has entered into an appropriate
     agreement with the Distributor; 
     - a TRAC-2000 401(k) plan (sponsored by the former Quest for
     Value Advisors) whose Class B or Class C shares of a Former
     Quest for Value Fund were exchanged for Class A shares of that
     Fund due to the termination of the Class B and C TRAC-2000
     program on November 24, 1995; or 
     - qualified retirement plans that had agreed with the former
     Quest for Value Advisors to purchase shares of any of the Former
     Quest for Value Funds at net asset value, with such shares to
     be held through DCXchange, a sub-transfer agency mutual fund
     clearinghouse, provided that such arrangements are consummated
     and share purchases commence by March 31, 1996.

4.  In "How to Buy Shares - Buying Class A Shares - Waivers of Class A
Sales Charges," the following is added immediately before the heading
"Waivers of the Class A Contingent Deferred Sales Charge" on page 33:

     - purchased with the proceeds of maturing principal of units of any
Qualified Unit      Investment Liquid Trust Series.

5.   The following "Appendix A" is added to the Prospectus after the
section entitled "Dividends, Capital Gains and Taxes":


APPENDIX A

Special Sales Charge Arrangements for Shareholders of the Fund
Who Were Shareholders of the Former Quest for Value Funds 


     The initial and contingent sales charge rates and waivers for Class
A, Class B and Class C shares of the Fund described elsewhere in this
Prospectus are modified as described below for those shareholders of (i)
Quest for Value Fund, Inc., Quest for Value Growth and Income Fund, Quest
for Value Opportunity Fund, Quest for Value Small Capitalization Fund and
Quest for Value Global Equity Fund, Inc. on November 24, 1995, when
OppenheimerFunds, Inc. became the investment adviser to those funds, and
(ii) Quest for Value U.S. Government Income Fund, Quest for Value
Investment Quality Income Fund, Quest for Value Global Income Fund, Quest
for Value New York Tax-Exempt Fund, Quest for Value National Tax-Exempt
Fund and Quest for Value California Tax-Exempt Fund when those funds
merged into various Oppenheimer funds on November 24, 1995.  The funds
listed above are referred to in this Prospectus as the "Former Quest for
Value Funds."  The waivers of initial and contingent deferred sales
charges described in this Appendix apply to shares of the Fund (i)
acquired by such shareholder pursuant to an exchange of shares of one of
the Oppenheimer funds that was one of the Former Quest for Value Funds or
(ii) received by such shareholder pursuant to the merger of any of the
Former Quest for Value Funds into an Oppenheimer fund on November 24,
1995.



Class A Sales Charges


- - Reduced Class A Initial Sales Charge Rates for Certain Former Quest
Shareholders

- - Purchases by Groups, Associations and Certain Qualified Retirement
Plans. The following table sets forth the initial sales charge rates for
Class A shares purchased by a "Qualified Retirement Plan" through a single
broker, dealer or financial institution, or by members of "Associations"
formed for any purpose other than the purchase of securities if that
Qualified Retirement Plan or that  Association purchased shares of any of
the Former Quest for Value Funds or received a proposal to purchase such
shares from OCC Distributors prior to November 24, 1995.  For this purpose
only, a "Qualified Retirement Plan" includes any 401(k) plan, 403(b) plan,
and SEP/IRA or IRA plan for employees of a single employer. 


                         Front-End       Front-End      
                         Sales           Sales          Commission
                         Charge          Charge         as
                         as a            as a           Percentage
Number of                Percentage      Percentage     of
Eligible Employees       of Offering     of Amount      Offering
or Members               Price           Invested       Price     
                                                                        
                                                           
9 or fewer               2.50%           2.56%          2.00%
                                                                        
                                       
At least 10 but not
 more than 49            2.00%           2.04%               1.60%


     For purchases by Qualified Retirement plans and Associations having
50 or more eligible employees or members, there is no initial sales charge
on purchases of Class A shares, but those shares are subject to the Class
A contingent deferred sales charge described on pages 29 to 30 of this
Prospectus.  

     Purchases made under this arrangement qualify for the lower of the
sales charge rate in the table based on the number of eligible employees
in a Qualified Retirement Plan or members of an Association or the sales
charge rate that applies under the Rights of Accumulation described above
in the Prospectus.  In addition, purchases by 401(k) plans that are
Qualified Retirement Plans qualify for the waiver of the Class A initial
sales charge if they qualified to purchase shares of any of the Former
Quest For Value Funds by virtue of projected contributions or investments
of $1 millon or more each year.  Individuals who qualify under this
arrangement for reduced sales charge rates as members of Associations, or
as eligible employees in Qualified Retirement Plans also may purchase
shares for their individual or custodial accounts at these reduced sales
charge rates, upon request to the Fund's Distributor.

- -  Special Class A Contingent Deferred Sales Charge Rates  

Class A shares of the Fund purchased by exchange of shares of other
Oppenheimer funds that were acquired as a result of the merger of Former
Quest for Value Funds into those Oppenheimer Funds, and which shares were
subject to a Class A contingent deferred sales charge prior to November
24, 1995 will be subject to a contingent deferred sales charge at the
following rates:  if they are redeemed within 18 months of the end of the
calendar month in which they were purchased, at a rate equal to 1.0% if
the redemption occurs within 12 months of their initial purchase and at
a rate of 0.50 of 1.0% if the redemption occurs in the subsequent six
months.  Class A shares of any of the Former Quest Fund for Value Funds
purchased without an initial sales charge on or before November 22, 1995
will continue to be subject to the applicable contingent deferred sales
charge in effect as of that date as set forth in the then-current
prospectus for such fund.

- -  Waiver of Class A Sales Charges for Certain Shareholders  

Class A shares of the Fund purchased by the following investors are not
subject to any Class A initial or contingent deferred sales charges:

     - Shareholders of the Fund who were shareholders of the AMA Family
of Funds on February 28, 1991 and who acquired shares of any of the Former
Quest for Value Funds by merger of a portfolio of the AMA Family of Funds.


     - Shareholders of the Fund who acquired shares of any Former Quest
for Value Fund by merger of any of the portfolios of the Unified Funds.

- -  Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions  

The Class A contingent deferred sales charge will not apply to redemptions
of Class A shares of the Fund purchased by the following investors who
were shareholders of any Former Quest for Value Fund:

     - Investors who purchased Class A shares from a dealer that is or was
not permitted to receive a sales load or redemption fee imposed on a
shareholder with whom that dealer has a fiduciary relationship under the
Employee Retirement Income Security Act of 1974 and regulations adopted
under that law.

     - Participants in Qualified Retirement Plans that purchased shares
of any of the Former Quest For Value Funds pursuant to a special
"strategic alliance" with the distributor of those funds.  The Fund's
Distributor will pay a commission to the dealer for purchases of Fund
shares as described above in "Class A Contingent Deferred Sales Charge." 
 

Class A, Class B and Class C Contingent Deferred Sales Charge Waivers

- -  Waivers for Redemptions of Shares Purchased Prior to March 6, 1995  

In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A, B or C shares of the Fund acquired by
merger of a Former Quest for Value Fund into the Fund or by exchange from
an Oppenheimer fund that was a Former Quest for Value Fund or into which
such fund merged, if those shares were purchased prior to March 6, 1995:
in connection with (i) distributions to participants or beneficiaries of
plans qualified under Section 401(a) of the Internal Revenue Code or from
custodial accounts under  Section 403(b)(7) of the Code, Individual
Retirement Accounts, deferred compensation plans under Section 457 of the
Code, and other employee benefit plans, and returns of excess
contributions made to each type of plan, (ii) withdrawals under an
automatic withdrawal plan holding only either Class B or C shares if the
annual withdrawal does not exceed 10% of the initial value of the account,
and (iii) liquidation of a shareholder's account if the aggregate net
asset value of shares held in the account is less than the required
minimum value of such accounts. 

- -  Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995.  

In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A, B or C shares of the Fund acquired by
merger of a Former Quest for Value Fund into the Fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which
such fund merged, if those shares were purchased on or after March 6,
1995, but prior to November 24, 1995:  (1) distributions to participants
or beneficiaries from Individual Retirement Accounts under Section 408(a)
of the Internal Revenue Code or retirement plans under Section 401(a),
401(k), 403(b) and 457 of the Code, if those distributions are made either
(a) to an individual participant as a result of separation from service
or (b) following the death or disability (as defined in the Code) of the
participant or beneficiary; (2) returns of excess contributions to such
retirement plans; (3) redemptions other than from retirement plans
following the death or disability of the shareholder(s) (as evidenced by
a determination of total disability by the U.S. Social Security
Administration); (4) withdrawals under an automatic withdrawal plan (but
only for Class B or C shares) where the annual withdrawals do not exceed
10% of the initial value of the account; and (5) liquidation of a
shareholder's account if the aggregate net asset value of shares held in
the account is less than the required minimum account value.  A
shareholder's account will be credited with the amount of any contingent
deferred sales charge paid on the redemption of any Class A, B or C shares
of the Fund described in this section if within 90 days after that
redemption, the proceeds are invested in the same Class of shares in this
Fund or another Oppenheimer fund. 



Special Dealer Arrangements

Dealers who sold Class B shares of a Former Quest for Value Fund to Quest
for Value prototype 401(k) plans that were maintained on the TRAC-2000
recordkeeping system and that were transferred to an OppenheimerFunds
prototype 401(k) plan shall be eligible for an additional one-time payment
by the Distributor of 1% of the value of the plan assets transferred, but
that payment may not exceed $5,000 as to any one plan. 

Dealers who sold Class C shares of a Former Quest for Value Fund to Quest
for Value prototype 401(k) plans that were maintained on the TRAC-2000
recordkeeping system and (i) the shares held by those plans were exchanged
for Class A shares, or (ii) the plan assets were transferred to an
OppenheimerFunds prototype 401(k) plan, shall be eligible for an
additional one-time payment by the Distributor of 1% of the value of the
plan assets transferred, but that payment may not exceed $5,000. 






January 5, 1996                                 PS0240.005