prospectuses

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EhCjmSjq2B1g8V5PJB3DtXs8+mMRLFK/GJnrm/Fo5KdfsNFpdk3UxNR7VCfGIFAa AvdrLjKnxxIt05UKl/E0hg== 0000728889-02-000356.txt : 20020426 0000728889-02-000356.hdr.sgml : 20020426 ACCESSION NUMBER: 0000728889-02-000356 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER VARIABLE ACCOUNT FUNDS CENTRAL INDEX KEY: 0000752737 IRS NUMBER: 840974272 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-93177 FILM NUMBER: 02621932 BUSINESS ADDRESS: STREET 1: 3410 S GALENA ST CITY: DENVER STATE: CO ZIP: 80231 BUSINESS PHONE: 3036713200 MAIL ADDRESS: STREET 2: 3410 S GALENA ST CITY: DENVER STATE: CO ZIP: 80231 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER VARIABLE LIFE FUNDS DATE OF NAME CHANGE: 19860609 497 1 prospectuses497.htm PROSPECTUSES prospectuses

Oppenheimer
Money Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 2002
Oppenheimer Money Fund/VA is a money market
mutual fund. Its goal is to seek the maximum current
income from investments in money market securities that
is consistent with low risk and maintenance of
liquidity.
Shares of the Fund are sold only as the
underlying investment for variable life insurance
policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for
the insurance product you have selected accompanies
this Prospectus and explains how to select shares of
the Fund as an investment under that insurance product.
This Prospectus contains important information
about the Funds objective, its investment policies,
strategies and risks. Please read this Prospectus (and
your insurance product prospectus) carefully before you
invest and keep them for future reference about your
account.

As with all mutual funds, the Securities
and Exchange Commission has not approved or disapproved
the Funds securities nor has it determined that
this Prospectus is accurate or complete.
It is a criminal offense to represent otherwise.

(OppenheimerFunds logo)

CONTENTS

ABOUT THE FUND

The Funds Objective and Investment Strategies

Main Risks of Investing in the Fund

The Funds Past Performance

About the Funds Investments

How the Fund is Managed

INVESTING IN THE FUND

How to Buy and Sell Shares

Dividends and Taxes

Financial Highlights

About the Fund

The Funds Objective and Investment Strategies

What is the Funds Investment Objective? The Fund seeks maximum current income from investments in money market
securities consistent with low capital risk and the maintenance of liquidity.

What Does the Fund Invest In? The Fund invests in a variety of high-quality money market securities to seek
current income. Money market securities are short-term debt instruments issued by the U.S. Government, domestic
and foreign corporations or financial institutions and other entities. They include, for example, bank
obligations, repurchase agreements, commercial paper, other corporate debt obligations and government debt
obligations.

High quality instruments must be rated in one of the two highest credit-quality categories for
short-term securities by nationally recognized rating services. If unrated, a security must be determined by the
Funds investment manager to be of comparable quality to rated securities.

Who is the Fund Designed For? The Fund's shares are available only as an underlying investment option for certain
variable annuities, variable life insurance policies and insurance company separate accounts. The Fund is an
option under those insurance products for investors who want to earn income at current money market rates while
preserving the value of their investment, because the Fund is managed to keep its share price stable at $1.00.
Income on short-term securities tends to be lower than income on longer-term debt securities, so that the Funds
yield will likely be lower than the yield on longer-term fixed income funds. The Fund does not invest for the
purpose of seeking capital appreciation or gains. However, the Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments have risks to some degree. Funds that invest in debt obligations for income may be subject to
credit risks and interest rate risks. However, the Funds investments must meet strict standards set by its Board
of Trustees following special rules for money market funds under federal law. Those rules require the Fund to
maintain --

o high credit quality in its portfolio,

o a short average portfolio maturity to reduce the effects of changes in interest rates on the value of the
Funds securities and

o diversification of the Funds investments among issuers to reduce the effects of a default by any one
issuer on the value of the Funds shares.

Even so, there are risks that any of the Funds holdings could have its credit rating downgraded, or the
issuer could default, or that interest rates could rise sharply, causing the value of the Funds investments (and
its share price) to fall. If insurance products holding Fund shares redeem them at a rate greater than
anticipated by the Manager, the Fund might have to sell portfolio securities prior to their maturity at a loss.
As a result, there is a risk that the Funds shares could fall below $1.00 per share. Income on short-term
securities tends to be lower than income on longer-term debt securities so the Funds yield will likely be lower
than the yield on longer-term fixed income funds. Also, there is the risk that the value of your investment could
be eroded over time by the effects of inflation, and that poor security selection by OppenheimerFunds, Inc. (the
Manager) could cause the Fund to underperform other funds that have a similar objective.

The Funds investment manager tries to reduce risks by diversifying investments and by carefully
researching securities before they are purchased. The rate of the Funds income will vary from day to day,
generally reflecting changes in overall short-term interest rates. There is no assurance that the Fund will
achieve its investment objective.

An Investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.

The Funds Past Performance

The bar chart and table below show how the Funds returns may vary over time, by showing changes in the Funds
performance from year to year for the last ten calendar years and its average annual total returns for the 1, 5
and 10 year periods. Variability of returns is one measure of the risks of investing in a money market fund. The
Funds past investment performance is not necessarily an indication of how the Fund will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for annual total return data for bar chart.]

For the period from 1/1/02 through 3/31/02, the Fund's cumulative return (not annualized) was 0.38%. Charges
imposed by the separate accounts that invest in the Fund are not included in the calculations of return in this
bar chart, and if those charges were included, the returns would be less than those shown.

During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was 1.59%
(2nd Q 00) and the lowest return for a calendar quarter was 0.54% (4th Q 01 ).

- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Average Annual Total
Returns for the periods 1 Year 5 Years 10 Years
ended December 31, 2001
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Oppenheimer Money 3.85% 5.12% 4.77%
Fund/VA (inception 4/3/85)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------

The returns in the table measure the performance of a hypothetical account without deducting charges imposed by
the separate accounts that invest in the Fund and assume that all distributions have been reinvested in additional
shares.

The total returns are not the Funds current yield. The Funds current yield more closely reflects the Funds
current earnings. To obtain the Funds current 7-day yield information, please call the Transfer Agent toll-free
at 1.800.525.7048.

The Fund's total returns should not be expected to be the same as the returns of other Oppenheimer funds, even if
both funds have the same portfolio managers and/or similar names

About the Funds Investments

The Funds Principal Investment Policies. The Fund invests in short-term money market instruments that must meet
quality, maturity and diversification standards established by its Board of Trustees as well as rules that apply
to money market funds under the Investment Company Act. The allocation of the Fund's portfolio among the different
types of permitted investments will vary over time based on the Manager's evaluation of investment opportunities.
The Fund's portfolio might not always include all of the different types of investments described below. The
Statement of Additional Information contains more detailed information about the Funds investment policies and
risks.

The Funds Manager tries to reduce risks by diversifying investments and by carefully researching investments
before the Fund buys them. The rate of the Funds income will vary from day to day, generally reflecting changes
in overall short-term interest rates.

WHAT TYPES OF MONEY MARKET SECURITIES DOES THE FUND INVEST IN? The following is a brief description of the types
of money market securities the Fund can invest in. Money market securities are high-quality, short-term debt
instruments that may be issued by the U.S. Government, corporations, banks or other entities. They may have
fixed, variable or floating interest rates. All of the Funds investments must meet the special quality
requirements set under the Investment Company Act.

o U.S. Government Securities. These are obligations issued or guaranteed by the U.S. Government or any of
its agencies or federally-chartered corporations referred to as instrumentalities. Some are direct
obligations of the U.S. Treasury, such as Treasury bills, notes and bonds, and are supported by the
full faith and credit of the United States. Some U.S. Government securities are supported by the
right of the issuer to borrow from the U.S. Treasury. Others may be supported only by the credit of
the instrumentality. The Funds investing in U.S. government securities does not mean that its share
price or returns are guaranteed or backed by the U.S. government.

o Bank Obligations. The Fund can invest in time deposits, certificates of deposit and bankers'
acceptances. These investments must be:
? obligations of a domestic bank having total assets of at least $1 billion, or
? U.S. dollar-denominated obligations of a foreign bank with total assets of at least U.S.
$1 billion.

o Commercial Paper. Commercial paper is a short-term, unsecured promissory note of a domestic or foreign
company.

o Corporate Debt Obligations. The Fund can invest in other short-term corporate debt obligations, besides
commercial paper.

o Other Money Market Obligations. The Fund can invest in money market obligations other than those listed
above if they are subject to repurchase agreements or guaranteed as to their principal and interest
by a domestic bank or by a corporation whose commercial paper may be purchased by the Fund.

The Fund can buy other money market instruments that the Manager approves under Board approved
policies. They must be U.S. dollar-denominated short-term investments that the Manager has determined to have
minimal credit risks. They also must be of high quality as determined by a national rating organization. To a
limited extent the Fund may buy an unrated security that the Manager determines to have met those qualifications.

The Fund can also purchase floating or variable rate demand notes and asset-backed securities. The Fund's
investments in them may be subject to restrictions adopted by the Board from time to time.

WHAT CREDIT QUALITY AND MATURITY STANDARDS APPLY TO THE FUNDS INVESTMENTS? Money market instruments are subject
to credit risk. This is the risk that the issuer might not make timely payments of interest on the security or
repay principal when it is due. The Fund may buy only those securities that meet standards set in the Investment
Company Act for money market funds. The Funds Board has adopted procedures to evaluate securities that are being
considered for the Funds portfolio and the Manager has the responsibility to implement those procedures when
selecting investments for the Fund.

In general, the Fund buys only high-quality investments that the Manager believes present minimal credit
risk at the time of purchase. High-quality investments are:

o rated in one of the two highest short-term rating categories of two national rating organizations,
or

o rated by one rating organization in one of its two highest rating categories (if only one rating
organization has rated the investment), or

o unrated investments that the Manager determines are comparable in quality to the two highest rating
categories.

In general, these procedures require that securities be rated in one of the two highest short-term rating
categories of two national rating organizations. At least 95% of the Funds assets must be invested in securities
of issuers with the highest credit rating. In some cases, the Fund can buy securities rated by one rating
organization or unrated securities that the Manager judges to be comparable in quality to the two highest rating
categories.

The procedures also limit the percentage of the Funds assets that can be invested in the securities of
any one issuer (other than the U.S. Government, its agencies and instrumentalities), to spread the Funds
investment risks. A securitys maturity must not exceed 397 days. Finally, the Fund must maintain an average
portfolio maturity of not more than 90 days, to reduce interest rate risks.

SPECIAL PORTFOLIO DIVERSIFICATION REQUIREMENTS. To enable a variable annuity or variable life insurance contract
based on an insurance company separate account to qualify for favorable tax treatment under the Internal Revenue
Code, the underlying investments must follow special diversification requirements that limit the percentage of
assets that can be invested in securities of particular issuers. The Fund's investment program is managed to meet
those requirements, in addition to other diversification requirements under the Internal Revenue Code and the
Investment Company Act that apply to publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could cause earnings on a contract owner's interest
in an insurance company separate account to be taxable income. Those diversification requirements might also
limit, to some degree, the Fund's investment decisions in a way that could reduce its performance.

CAN THE FUNDS INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Fund's Board of Trustees can change non-fundamental
policies without shareholder approval, although significant changes will be described in amendments to this
Prospectus. Fundamental policies are those that cannot be changed without the approval of a majority of the Fund's
outstanding voting shares. The Fund's investment objective is a fundamental policy. Investment restrictions that
are fundamental policies are listed in the Statement of Additional Information. An investment policy is not
fundamental unless this Prospectus or the Statement of Additional Information says that it is.

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Manager might not always use all of them. These techniques involve certain risks,
although some of them are designed to help reduce overall investment or market risks. The Statement of Additional
Information contains more information about some of these practices.

Floating Rate/Variable Rate Notes. The Fund can purchase notes that have floating or variable interest rates.
Variable rates are adjustable at stated periodic intervals. Floating rates are adjusted automatically
according to a specified market index for such investments, such as the prime rate of a bank. If the
maturity of a note is more than 397 days, the Fund can buy it if it has a demand feature. That feature
must permit the Fund to recover the principal amount of the note on not more than thirty days' notice at
any time, or at specified times not exceeding 397 days from the date of purchase.

Obligations of Foreign Banks and Foreign Branches of U.S. Banks. The Fund can invest in U.S. dollar-denominated
securities of foreign banks having total assets at least equal to U.S. $1 billion. It can also buy U.S.
dollar-denominated securities of foreign branches of
U.S. banks. These securities have additional investment risks compared to obligations of domestic branches
of U.S. banks. Risks that may affect the foreign banks ability to pay its debt include:
o political and economic developments in the country in which the bank or branch is located,
o imposition of withholding taxes on interest income payable on the securities,
o government seizure or nationalization of foreign deposits,
o the establishment of exchange control regulations and
o the adoption of other governmental restrictions that might limit the repayment of principal and/or
payment of interest on those securities.

Additionally, not all of the U.S. and state banking laws and regulations that apply to domestic banks and
that are designed to protect depositors and investors apply to foreign branches of domestic banks. None of
those U.S. and state regulations apply to foreign banks.

Bank Loan Participation Agreements. The Fund may invest in bank loan participation agreements. They represent an
undivided interest in a loan made by the issuing bank in the proportion the Fund's interest bears to the
total principal amount of the loan. In evaluating the risk of these investments, the Fund looks to the
creditworthiness of the borrower that is obligated to make principal and interest payments on the loan.

Asset-Backed Securities. The Fund can invest in asset-backed securities. These are fractional interests in pools
of consumer loans or other trade receivables, such as credit card or auto loan receivables, which are the
obligations of a number of different parties. The income from the underlying pool is passed through to
holders, such as the Fund.

These securities may be supported by a credit enhancement, such as a letter of credit, a guarantee (by a
bank or broker) or a preference right. However, the credit enhancement may apply only to a fraction of
the security's value. If the issuer of the security has no security interest in the assets that back the
pool, there is a risk that the Fund could lose money if the issuer defaults.

Repurchase Agreements. The Fund can enter into repurchase agreements. In a repurchase transaction, the Fund buys
a security and simultaneously sells it to the vendor for delivery at a future date. The Fund's repurchase
agreements must be fully collateralized. However, if the vendor fails to pay the resale price on the
delivery date, the Fund might incur costs in disposing of the collateral and might experience losses if
there is any delay in its ability to do so. There is no limit on the amount of the Fund's net assets that
may be subject to repurchase agreements of 7 days or less. It cannot invest more than 10% of its net
assets in repurchase agreements maturing in more than 7 days.

Illiquid and Restricted Securities. Investments may be illiquid because there is no active trading market for
them, making it difficult to value them or dispose of them promptly at an acceptable price. Restricted
securities may have a contractual limit on resale or may require registration under federal securities
laws before they can be sold publicly. The Fund will not invest more than 10% of its net assets in
illiquid or restricted securities.
That limit may not apply to certain restricted securities that are eligible for resale to qualified
institutional purchasers. The Manager monitors holdings of illiquid securities on an ongoing basis to
determine whether to sell any holdings to maintain adequate liquidity. Difficulty in selling a security
may result in a loss to the Fund or additional costs.

How the Fund Is Managed

THE MANAGER. The Funds investment Manager, OppenheimerFunds, Inc., chooses the Fund's investments and 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 that states the Manager's responsibilities. The Agreement sets
the fees paid by the Fund to the Manager and describes the expenses that the Fund is responsible to pay to conduct
its business.

The Manager has been an investment adviser since 1960. The Manager and its subsidiaries and affiliates
managed $130 billion in assets as of March 31, 2002, including other Oppenheimer funds, with more than 6.3 million
shareholder accounts. The Manager is located at 498 Seventh Avenue, New York, New York 10018.

Portfolio Managers. Carol E. Wolf and Barry D. Weiss are the portfolio managers and are Vice Presidents of the
Fund. They are the persons principally responsible for the day-to-day management of the Funds portfolio.
Ms. Wolf has had this responsibility since July 1988 and Mr. Weiss, since July 2001. Ms. Wolf is a Senior
Vice President of the Manager and Mr. Weiss is a Vice President, and each is an officer and portfolio
manager of other Oppenheimer funds. Prior to joining the Manager as Senior Credit Analyst in February,
2000, Mr. Weiss held the following positions: Associate Director, Fitch IBCA Inc. (April 1998
February 2000); News Director, Fitch Investors Service (September 1996 April 1998); Senior Budget
Analyst, City of New York, Office of Management & Budget (February 1990 - September 1996).

Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the Manager an advisory fee at an annual
rate that declines on additional assets as the Fund grows: 0.450% of the first $500 million of average
annual net assets, 0.425% of the next $500 million, 0.400% of the next $500 million, and 0.375% of average
annual net assets in excess of $1.5 billion. The Fund's management fee for its last fiscal year ended
December 31, 2001, was 0.45% of the Funds average annual net assets for each class of shares.

Possible Conflicts of Interest. The Fund offers its shares to separate accounts of different insurance companies
that are not affiliated with each other, as an investment for their variable annuity, variable life and
other investment product contracts. While the Fund does not foresee any disadvantages to contract owners
from these arrangements, it is possible that the interests of owners of different contracts participating
in the Fund through different separate accounts might conflict. For example, a conflict could arise
because of differences in tax treatment.

The Funds Board has procedures to monitor the portfolio for possible conflicts to determine what action
should be taken. If a conflict occurs, the Board might require one or more participating insurance company
separate accounts to withdraw their investments in the Fund. That could force the Fund to sell securities
at disadvantageous prices, and orderly portfolio management could be disrupted. Also, the Board might
refuse to sell shares of the Fund to a particular separate account, or could terminate the offering of the
Funds shares if required to do so by law or if it would be in the best interests of the shareholders of
the Fund to do so.

INVESTING IN THE FUND

How to Buy, and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by separate investment accounts of
participating insurance companies as an underlying investment for variable life insurance policies, variable
annuity contracts or other investment products. Individual investors cannot buy shares of the Fund directly.
Please refer to the accompanying prospectus of the participating insurance company for information on how to
select the Fund as an investment option for that variable life insurance policy, variable annuity or other
investment product. The Fund reserves the right to refuse any purchase order when the Manager believes it
would be in the Funds best interests to do so.

|X| Market Timers. The Fund has instructed its participating insurance companies that it may restrict or refuse
investments by their separate accounts from market timers. Market timers include persons whose separate account
transactions have, or have attempted (i) an exchange out of the Fund within two weeks of an earlier exchange
request, (ii) exchanges out of the Fund more than twice in any calendar quarter, (iii) an exchange of Fund shares
equal to at least $5 million, or more than 1% of the Funds net assets, or (iv) other transactions in Fund shares
that demonstrated a timing pattern. Separate accounts under common ownership or control are combined for these
limits. There can be no assurance that all such participating insurance companies will be successful in
controlling investments in their respective separate accounts by market timers.

Information about your investment in the Fund through your variable annuity contract, variable
life insurance policy or other plan can be obtained only from your participating insurance company or its
servicing agent. The Fund's Transfer Agent does not hold or have access to those records. Instructions for
buying or selling share of the Fund should be given to your insurance company or its servicing agent, not directly
to the Fund or its Transfer Agent.

At What Price Are Shares Sold? Shares are sold at their offering price, which is the net asset value per share.
The net asset value will normally remain at $1.00 per share. However, there are no guarantees that the Fund will
be able to maintain a net asset value of $1.00 per share. The Fund does not impose any sales charge on purchases
of its shares. If there are any charges imposed under the variable annuity, variable life or other contract
through which Fund shares are purchased, they are described in the accompanying prospectus of the participating
insurance company.

The net asset value per share is determined as of the close of The New York Stock Exchange on each day
that the exchange is open for trading (referred to in this Prospectus as a regular business day). The Exchange
normally closes at 4:00 P.M., New York time, but may close earlier on some days. All references to time in this
Prospectus mean New York time.

The net asset value per share is determined by dividing the value of the Funds net assets attributable to
a class by the number of shares of that class that are outstanding. Under a policy adopted by the Funds Board of
Trustees, the Fund uses the amortized cost method to value its securities to determine the Funds net asset value.

The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Funds designated
agent to receive purchase orders) receives a purchase order from its contract owners to purchase Fund shares on a
regular business day, provided that the Fund receives the order from the insurance company by 9:30 A.M. on the
next regular business day at the offices of its Transfer Agent in Denver, Colorado.

|X| Classes of Shares. The Fund may offer two different classes of shares. The class of shares designated
as Service shares are subject to a Distribution and Service Plan. The impact of the expenses of the Plan on
Service shares is described below. The class of shares that are not subject to a Plan has no class name
designation. The different classes of shares represent investments in the same portfolio of securities but are
expected to be subject to different expenses and will likely have different share prices.

As of December 31, 2001, no Service shares of the Fund have been offered. When and if that offering
commences, the Funds distributor would use all the fees described in the preceding paragraph to compensate
sponsor(s) of the insurance product that offers Fund shares, for providing personal service and maintenance of
accounts of their variable contract owners that hold Service shares. The impact of the service plan would be to
increase operating expenses of the Service shares, which would result in lower performance compared to the Funds
shares that are not subject to a service fee.

How Are Shares Redeemed? As with purchases, only the participating insurance companies that hold Fund shares in
their separate accounts for the benefit of variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund shares. Contract owners should refer to the
withdrawal or surrender instructions in the accompanying prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net asset value per share that is
determined after the participating insurance company (as the Funds designated agent) receives a redemption
request on a regular business day from its contract or policy holder, provided that the Fund receives the order
from the insurance company, generally by 9:30 a.m. the next regular business day at the office of its Transfer
Agent in Denver, Colorado. The Fund normally sends payment by Federal Funds wire to the insurance companys
account the day after the Fund receives the order (and no later than 7 days after the Funds receipt of the
order). Under unusual circumstances determined by the Securities and Exchange Commission, payment may be delayed
or suspended.

Dividends and Taxes

Dividends. The Fund intends to declare dividends from net investment income each regular business day and to pay
those dividends monthly. To maintain a net asset value of $1.00 per share, the Fund might withhold dividends or
make distributions from capital or capital gains. Daily dividends will not be declared or paid on newly purchased
shares until Federal Funds are available to the Fund from the purchase payment for such shares. Dividends and
distributions will generally be lower for Service shares, which normally have higher expenses.

All dividends (and any capital gains distributions) will be reinvested automatically in additional Fund
shares at net asset value for the participating insurance company's separate account (unless the participating
insurance company elects to have dividends or distributions paid in cash).

Capital Gains. The Fund normally holds its securities to maturity and therefore will not usually pay capital
gains distributions. Although the Fund does not seek capital gains, it could realize capital gains on the sale of
portfolio securities. If it does, it may make distributions out of any net short-term or long-term capital gains
in March of each year. The Fund may make supplemental distributions of dividends and capital gains following the
end of its fiscal year.

Taxes. For a discussion of the tax status of a variable annuity contract or variable life insurance policy or
other insurance investment product, please refer to the accompanying prospectus of your participating insurance
company. Because shares of the Fund may be purchased only through variable annuity contracts, variable life
insurance policies or other insurance company separate accounts, dividends paid by the Fund from net investment
income and distributions (if any) of its net realized short-term or long-term capital gains will be taxable, if at
all, to the participating insurance company.

This information is only a summary of certain federal income tax information about an investment in Fund
shares. You should consult with your tax advisor or your participating insurance company about the effect of an
investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Funds financial performance for the past 5
fiscal years. Certain information reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP, the Fund's independent auditors, whose report, along with
the Funds financial statements, is included in the Statement of Additional Information, which is available on
request.

Financial Highlights

Year Ended December 31,
2001 2000 1999 1998 1997
======================================================================================================

Per Share Operating Data
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
- ------------------------------------------------------------------------------------------------------
Income from investment operations--net
investment income and net realized gain .04 .06 .05 .05 .05
Dividends and/or distributions to shareholders (.04) (.06) (.05) (.05) (.05)
- ------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
======================================================================================================
Total Return(1) 3.85% 6.26% 4.96% 5.25% 5.31%
======================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $370,229 $215,771 $201,066 $151,799 $126,782
- ------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $288,106 $204,586 $166,727 $137,633 $133,707
- ------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income 3.59% 5.98% 4.87% 5.12% 5.19%
Expenses 0.52% 0.51% 0.48% 0.50%(3) 0.48%(3)

1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns reflect changes in net investment income only. Total returns are not
annualized for periods less than one full year. Total return information
does not reflect expenses that apply at the separate account level or to
related insurance products. Inclusion of these charges would reduce the total
return figures for all periods shown.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

Oppenheimer Money Fund/VA

INFORMATION AND SERVICES
For More Information on Oppenheimer Money Fund/VA

The following additional information about the Fund is available without charge upon request:
STATEMENT OF ADDITIONAL INFORMATION
This document includes additional information about the Funds investment policies, risks, and operations. It
is incorporated by reference into this Prospectus (which means it is legally part of this Prospectus).
ANNUAL AND SEMI-ANNUAL REPORTS
Additional information about the Funds investments and performance is available in the Funds Annual and
Semi-Annual Reports to shareholders. The Annual Report includes a discussion of market conditions and
investment strategies that significantly affected the Funds performance during its last fiscal year.

How to Get More Information
- ------------------------------------------------------- ------------------------------------------------------------
You can request the Statement of Additional Call OppenheimerFunds Services toll-free:
Information, the Annual and Semi-Annual 1.800.981.2871
Reports, the notice explaining the Funds
privacy policy and other information about the
Fund or instructions on how to contact the
sponsor of your insurance product:

By Telephone
- ------------------------------------------------------- ------------------------------------------------------------
- ------------------------------------------------------- ------------------------------------------------------------
By Mail Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
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Information about the Fund, including the Statement of Additional Information, can be reviewed and copies at
the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference
Library may be obtained by calling the SEC at 202.942.8090. Reports and other information about the Fund are
available on the EDGAR database on the SECs Internet website at www.sec.gov. Copies may be obtained after
payment of a duplicating fee by electronic request at the SECs e-mail address: publicinfo@sec.gov or by
writing to the SECs Public Reference Section, Washington, D.C. 20549-0102.

The Funds SEC File No.: 811-4108
PR0660.001.0502
Printed on recycled paper.
(OppenheimerFunds logo)

Appendix to Prospectus of
Oppenheimer Money Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Money Fund/VA (the "Fund") under the
heading "Annual Total Return (as of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund depicting the annual total returns of a
hypothetical investment in shares of the Fund for each of the ten most recent calendar years, without
deducting separate account expenses. Set forth below are the relevant data that will appear on the bar chart:

Calendar
Year
Ended Annual Total Returns

12/31/92 4.03%
12/31/93 3.16%
12/31/94 4.21%
12/31/95 5.62%
12/31/96 5.13%
12/31/97 5.32%
12/31/98 5.25%
12/31/99 4.96%
12/31/00 6.26%
12/31/01 3.85%

Oppenheimer
High Income Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 2002
Oppenheimer High Income Fund/VA is a mutual
fund that seeks a high level of current income. The
Fund invests primarily in lower-grade, high-yield debt
securities.
Shares of the Fund are sold only as the
underlying investment for variable life insurance
policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for
the insurance product you have selected accompanies
this Prospectus and explains how to select shares of
the Fund as an investment under that insurance product,
and whether you are only eligible to purchase Service
shares of the Fund.
This Prospectus contains important information
about the Funds objective, its investment policies,
strategies and risks. Please read this Prospectus (and
your insurance product prospectus) carefully before you
invest and keep them for future reference about your
account.

As with all mutual funds, the Securities
And Exchange Commission has not approved or disapproved
the Funds securities nor has it determined that
this Prospectus is accurate or complete.
It is a criminal offense to represent otherwise.
(OppenheimerFunds logo)

Contents

About the Fund
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The Funds Objective and Investment Strategies

Main Risks of Investing in the Fund

The Funds Past Performance

About the Funds Investments

How the Fund is Managed

Investing in the Fund
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How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Funds Objective and Investment Strategies

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What Is the Funds Investment Objective? The Fund seeks a high level of current income from investment in
high-yield fixed-income securities.
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What Does the Fund Mainly Invest In? The Fund invests mainly in a variety of high-yield fixed-income securities
of domestic and foreign issuers. The Fund's investments typically include:
o lower-grade, high-yield domestic and foreign corporate bonds and notes (these are the main focus of the
Fund's portfolio),
o mortgage-related securities and asset-backed securities,
o "preferred stocks,
o "structured" notes,
o foreign government bonds and notes, and
o zero-coupon and step bonds.

Under normal market conditions, the Fund invests at least 65% of its total assets, and can invest
without limit, in high-yield, lower-grade fixed-income securities, commonly called "junk bonds." Lower-grade
securities are below investment-grade securities, and are rated below "Baa" by Moody's Investors Service or below
"BBB" by Standard & Poor's or have comparable ratings by other nationally-recognized rating organizations (or, in
the case of unrated securities, have comparable ratings assigned by the Fund's investment Manager,
OppenheimerFunds, Inc.).

The Funds foreign investments can include securities of issuers in developed markets as well as
emerging markets, which have special risks. The Fund can also invest in loan participations and can use hedging
instruments and certain derivative investments, primarily mortgage-related securities and "structured" notes, to
try to increase income or to try to manage investment risks. These investments are more fully explained in "About
the Funds Investments," below.

|X| How Do the Portfolio Managers Decide What Securities to Buy or Sell? In selecting securities for the Fund,
the Funds portfolio managers analyze the overall investment opportunities and risks in different market sectors,
industries and countries. The portfolio managers overall strategy is to build a broadly diversified portfolio of
debt securities to help moderate the special risks of investing in lower-grade, high yield debt instruments. The
portfolio managers currently focus on the factors below (some of which may vary in particular cases and may
change over time), looking for:
|_| Securities offering high current income,
|_| Issuers in industries that are currently undervalued,
|_| Issuers with strong cash flows,
|_| Changes in the business cycle that might affect corporate profits.

The Funds diversification strategies, both with respect to securities issued by different companies and
within different industries, are intended to reduce the volatility of the Fund's share prices while providing
opportunities for high current income.

Who Is the Fund Designed For? The Funds shares are available only as an investment option under certain variable
annuity contracts, variable life insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking high current income from a
portfolio emphasizing lower-grade domestic and foreign debt securities. Those investors should be willing to
assume the special risks of lower-grade debt securities. Since the Funds income level will fluctuate, it is not
designed for investors needing an assured level of current income. Also, the Fund does not seek capital
appreciation. The Fund is designed as a long-term investment. However, the Fund is not a complete investment
program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments in debt securities are subject to
changes in their value from a number of factors described below. There is also the risk that the value of your
investment could be eroded over time by the effects of inflation and that poor security selection by the Funds
investment manager, OppenheimerFunds, Inc., will cause the Fund to underperform other funds having similar
objectives.

|X| Credit Risk. Debt securities are subject to credit risk. Credit risk relates to the ability of the
issuer of a security to make interest and principal payments on the security as they become due. If the issuer
fails to pay interest, the Funds income might be reduced, and if the issuer fails to repay principal, the value
of that security and of the Funds shares might be reduced. The Funds investments in debt securities,
particularly high-yield, lower-grade debt securities, are subject to risks of default.

|_| Special Risks of Lower-Grade Securities. Because the Fund can invest without limit in
securities below investment grade to seek high income and emphasizes these securities in its investment program,
the Funds credit risks are greater than those of funds that buy only investment-grade bonds. Lower-grade debt
securities may be subject to greater market fluctuations and greater risks of loss of income and principal than
investment-grade debt securities. Securities that are (or that have fallen) below investment grade are exposed to
a greater risk that the issuers of those securities might not meet their debt obligations. These risks can
reduce the Funds share prices and the income it earns.

|X| Interest Rate Risks. The values of debt securities, including government securities, are subject to
change when prevailing interest rates change. When interest rates fall, the values of already-issued debt
securities generally rise. When interest rates rise, the values of already-issued debt securities generally
fall, and they may sell at a discount from their face amount. The magnitude of these fluctuations will often be
greater for longer-term debt securities than shorter-term debt securities. The Funds share prices can go up or
down when interest rates change because of the effect of the changes on the value of the Funds investments in
debt securities.

|X| Risks of Foreign Investing. The Fund can invest its assets without limit in foreign debt
securities and can buy securities of governments and companies in both developed markets and emerging markets.
The Fund normally invests part of its assets in foreign securities. While foreign securities offer special
investment opportunities, there are also special risks that can reduce the Funds share prices and returns.

The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S.
dollar value of securities denominated in that foreign currency. Currency rate changes can also affect the
distributions the Fund makes from the income it receives from foreign securities as foreign currency values
change against the U.S. dollar. Foreign investing can result in higher transaction and operating costs for the
Fund. Foreign issuers are not subject to the same accounting and disclosure requirements that U.S. companies are
subject to.

The value of foreign investments may be affected by exchange control regulations, expropriation or
nationalization of a company's assets, foreign taxes, delays in settlement of transactions, changes in
governmental economic or monetary policy in the U.S. or abroad, or other political and economic factors.

|X| Prepayment Risk. Prepayment risk occurs when the mortgages underlying a mortgage-related security
are prepaid at a rate faster than anticipated (usually when interest rates fall) and the issuer of the security
can prepay the principal prior to the securitys maturity. Mortgage-related securities that are subject to
prepayment risk, including the mortgage-related securities that the Fund buys, generally offer less potential for
gains when prevailing interest rates decline, and have greater potential for loss than other debt securities when
interest rates rise.

The impact of prepayments on the price of a security may be difficult to predict and may increase the
volatility of the price. The Fund might have to reinvest the proceeds of prepaid securities in new securities
offering lower yields. Additionally, the Fund can buy mortgage-related securities at a premium. Accelerated
prepayments on those securities could cause the Fund to lose the portion of its principal investment represented
by the premium the Fund paid.

|X| There are Special Risks in Using Derivative Investments. The Fund can use derivatives to
seek increased income or to try to hedge investment risks. In general terms, a derivative investment is an
investment contract whose value depends on (or is derived from) the value of an underlying asset, interest rate
or index. Options, futures, interest rate swaps, structured notes and mortgage-related securities are examples of
derivatives the Fund can use.

The Fund has limits on the amount of particular types of derivatives it can hold. However, using derivatives can
cause the Fund to lose money on its investment and/or increase the volatility of its share prices.

How Risky is the Fund Overall? The risks described above collectively form the risk profile of the Fund,
and can affect the value of the Funds investments, its investment performance and its price per share. These
risks mean that you can lose money by investing in the Fund. When you redeem your shares, they may be worth more
or less than what you paid for them. There is no assurance that the Fund will achieve its investment objective.
In the short term, the values of debt securities can fluctuate substantially because of interest rate changes.
Foreign debt securities, particularly those of issuers in emerging markets, and high yield securities can be
volatile, and the price of the Funds shares can go up and down substantially because of events affecting foreign
markets or issuers or events affecting the high yield market. The Funds security diversification strategy may
help cushion the Funds shares prices from that volatility, but debt securities are subject to other credit and
interest rate risks that can affect their values and the share prices of the Fund. The Fund generally has more
risks than bond funds that focus on U. S. government securities and investment-grade bonds but may be less
volatile than funds that focus solely on investments in a single foreign sector, such as emerging markets.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

The Funds Past Performance

The bar chart and table below show one measure of the risks of investing in the Fund, by showing changes
in the Funds performance from year to year for the last ten calendar years and by showing how the average annual
total returns of the Funds shares compare to those of a broad-based market index.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/02 through 3/31/02, the Fund's cumulative return (not annualized) was 0.59%. Charges
imposed by the separate accounts that invest in the Fund are not included in the calculations of return in this
bar chart, and if those charges were included, the returns would be less than those shown.
During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was 9.98%
(1st Q '93) and the lowest return (not annualized) for a calendar quarter was -7.12% (3rd Q '98).

The Fund's returns in the table measure the performance of a hypothetical account without deducting charges
imposed by the separate accounts that invest in the Fund and assume that all dividends and capital gains
distributions have been reinvested in additional shares. The Funds performance is compared to the Merrill Lynch
High Yield Master Index, an unmanaged index of U.S. corporate and government bonds that is a measure of the
performance of
the high-yield corporate bond market. It must be remembered that the index performance reflects the reinvestment
of income but does not consider the effects of transaction costs. Also, the Fund may have investments that vary
from the index.

1. Performance for the Service Share class would have been lower if the 0.10% increase in the service fee for
that class, effective May 1, 2002, had occurred during the period shown above. The total return shown is
cumulative.

The Fund's total returns should not be expected to be the same as the returns of other Oppenheimer funds, even if
both funds have the same portfolio managers and/or similar names.

About the Funds Investments

The Funds investment Manager, OppenheimerFunds, Inc., tries to reduce risks by carefully researching
securities before they are purchased, and in some cases by using hedging techniques. The Fund attempts to reduce
its exposure to market risks by diversifying its investments, that is, by not holding a substantial percentage of
securities of any one issuer and by not investing too great a percentage of the Funds assets in any one issuer.
Also, the Fund does not concentrate 25% or more of its investments in the securities of any one foreign
government or in the debt and equity securities of companies in any one industry.

A debt security is essentially a loan by the buyer to the issuer of the debt security. The issuer
promises to pay back the principal amount of the loan and normally pays interest, at a fixed or variable rate, on
the debt while it is outstanding. The debt securities the Fund buys may be rated by nationally recognized rating
organizations or they may be unrated securities assigned an equivalent rating by the Manager. While the Funds
investments may be investment grade or below investment grade in credit quality, it is expected to invest mainly
in lower-grade securities, commonly called junk bonds. They typically offer higher yields than investment-grade
bonds, because investors assume greater risks of default of these securities. The ratings definitions of the
principal national rating organizations are included in Appendix A to the Statement of Additional Information.

The Fund has no limit on the range of maturity of the debt securities it can buy, and therefore may hold
obligations with short, medium or long-term maturities. However, longer term securities typically offer higher
yields than shorter-term securities and therefore the Fund will focus on longer-term debt to seek higher income.
However, longer-term securities fluctuate more in price when interest rates change than shorter-term securities.

The Fund can invest some of its assets in other types of securities, including common stocks and other
equity securities of foreign and U.S. companies. However, the Fund does not anticipate having significant
investments in those types of securities as part of its normal portfolio strategy.

|X| High-Yield, Lower-Grade Fixed-Income Securities. There are no restrictions on the amount of the
Funds assets that can be invested in debt securities below investment grade. The Fund can invest in securities
rated as low as C or D, in unrated bonds or bonds which are in default at the time the Fund buys them. While
securities rated Baa by Moodys or BBB by S&P are considered investment grade, they have some speculative
characteristics.

The Manager does not rely solely on ratings issued by rating organizations when selecting investments
for the Fund. The Fund can buy unrated securities that offer high current income. The Manager assigns a rating to
an unrated security that is equivalent to the rating of a rated security that the Manager believes offers
comparable yields and risks.

While investment-grade securities are subject to risks of non-payment of interest and principal,
generally, higher yielding lower-grade bonds, whether rated or unrated, have greater risks than investment-grade
securities. They may be subject to greater market fluctuations and risk of loss of income and principal than
investment-grade securities. There may be less of a market for them and therefore they may be harder to sell at
an acceptable price. There is a relatively greater possibility that the issuers earnings may be insufficient to
make the payments of interest and principal due on the bonds.

These risks mean that the Fund may not achieve the expected income from lower-grade securities, and that
the Funds net asset value per share may be affected by declines in value of these securities.

|X| CMOs and Mortgage-Backed Securities. The Fund can invest a substantial portion of its assets in
mortgage-backed securities issued by private issuers, which do not offer the credit backing of U.S. government
securities. Primarily these include multi-class debt or pass-through certificates secured by mortgage loans. They
may be issued by banks, savings and loans, mortgage bankers and other non-governmental issuers. Private issuer
mortgage-backed securities are subject to the credit risks of the issuers (as well as the interest rate risks and
prepayment risks of CMOs, discussed below), although in some cases they may be supported by insurance or
guarantees.

|X| Mortgage-Related U.S. Government Securities. The Fund can buy interests in pools of residential or
commercial mortgages, in the form of collateralized mortgage obligations (CMOs) and other pass-through
mortgage securities. CMOs that are U.S. government securities have collateral to secure payment of interest and
principal. They may be issued in different series each having different interest rates and maturities. The
collateral is either in the form of mortgage pass-through certificates issued or guaranteed by a U.S. agency or
instrumentality or mortgage loans insured by a U.S. government agency. The Fund can have substantial amounts of
its assets invested in mortgage-related U.S. government securities.

The prices and yields of CMOs are determined, in part, by assumptions about the cash flows from the rate
of payments of the underlying mortgages. Changes in interest rates may cause the rate of expected prepayments of
those mortgages to change. In general, prepayments increase when general interest rates fall and decrease when
interest rates rise.

If prepayments of mortgages underlying a CMO occur faster than expected when interest rates fall, the
market value and yield of the CMO could be reduced. Additionally, the Fund may have to reinvest the prepayment
proceeds in other securities paying interest at lower rates, which could reduce the Fund's yield.

If interest rates rise rapidly, prepayments may occur at slower rates than expected, which could have
the effect of lengthening the expected maturity of a short or medium-term security. That could cause its value to
fluctuate more widely in response to changes in interest rates. In turn, this could cause the value of the Funds
shares to fluctuate more.

|X| Asset-Backed Securities. The Fund can buy asset-backed securities, which are fractional interests
in pools of loans collateralized by the loans or other assets or receivables. They are issued by trusts and
special purpose corporations that pass the income from the underlying pool to the buyer of the interest. These
securities are subject to the risk of default by the issuer as well as by the borrowers of the underlying loans
in the pool.

|X| Foreign Debt Securities. The Fund can buy debt securities issued by foreign governments and
companies, as well as supra-national entities, such as the World Bank. The Fund will not invest 25% or more of
its total assets in debt securities of any one foreign government or in debt securities of companies in any one
industry. The Fund has no requirements as to the maturity range of the foreign debt securities it can buy, or as
to the market capitalization range of the issuers of those securities.

The Funds foreign debt investments can be denominated in U.S. dollars or in foreign currencies. The
Fund will buy foreign currency only in connection with the purchase and sale of foreign securities and not for
speculation.

|_| Special Risks of Emerging and Developing Markets. Securities of issuers in emerging and
developing markets may offer special investment opportunities but present risks not found in more mature markets.
Those securities may be more difficult to sell at an acceptable price and their prices may be more volatile than
securities of issuers in more developed markets. They may be very speculative. Settlements of trades may be
subject to greater delays so that the Fund may not receive the proceeds of a sale of a security on a timely
basis.

These countries might have less developed trading markets and exchanges. Emerging market countries may
have less developed legal and accounting systems, and investments may be subject to greater risks of government
restrictions on withdrawing the sales proceeds of securities from the country. Economies of developing countries
may be more dependent on relatively few industries that may be highly vulnerable to local and global changes.
Governments may be more unstable and present greater risks of nationalization or restrictions on foreign
ownership of securities of local companies.

|X| Structured Notes. The Fund can buy structured notes, which are specially-designed derivative
debt investments. Their principal payments or interest payments are linked to the value of an index (such as a
currency or securities index) or commodity. The terms of the instrument may be structured by the purchaser (the
Fund) and the borrower issuing the note.

The principal and/or interest payments depend on the performance of one or more other securities or
indices, and the values of these notes will therefore fall or rise in response to the changes in the values of
the underlying security or index. They are subject to both credit and interest rate risks and therefore the Fund
could receive more or less than it originally invested when the notes mature, or it might receive less interest
than the stated coupon payment if the underlying investment or index does not perform as anticipated. Their
values may be very volatile and they may have a limited trading market, making it difficult for the Fund to sell
its investment at an acceptable price.

|X| Special Portfolio Diversification Requirements. To enable a variable annuity or variable life
insurance contract based on an insurance company separate account to qualify for favorable tax treatment under
the Internal Revenue Code, the underlying investments must follow special diversification requirements that limit
the percentage of assets that can be invested in securities of particular issuers. The Fund's investment program
is managed to meet those requirements, in addition to other diversification requirements under the Internal
Revenue Code and the Investment Company Act that apply to publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could cause earnings on a contract owner's
interest in an insurance company separate account to be taxable income. Those diversification requirements might
also limit, to some degree, the Fund's investment decisions in a way that could reduce its performance.

|X| Can the Fund's Investment Objective and Policies Change? The Funds Board of Trustees can change
non-fundamental investment policies without shareholder approval, although significant changes will be described
in amendments to this Prospectus. Fundamental policies cannot be changed without the approval of a majority of
the Funds outstanding voting shares. The Funds investment objective is a fundamental policy. Investment
restrictions that are fundamental policies are listed in the Statement of Additional Information. An investment
policy is not fundamental unless this Prospectus or the Statement of Additional Information says that it is.

|X| Portfolio Turnover. The Fund may engage in short-term trading to try to achieve its objective.
Portfolio turnover affects brokerage and transaction costs the Fund pays. The Financial Highlights table below
shows the Funds portfolio turnover rates during prior fiscal years.

Other Investment Strategies. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Manager might not always use all of them. These techniques involve risks,
although some are designed to help reduce overall investment or market risks.

|X| U.S. Government Securities. The Fund can invest in securities issued or guaranteed by the U.S.
Treasury or other government agencies or federally-chartered corporate entities referred to as
instrumentalities. These are referred to as U.S. government securities in this Prospectus.

|_| U.S. Treasury Obligations. These include Treasury bills (which have maturities of one
year or less when issued), Treasury notes (which have maturities of from one to ten years), and Treasury bonds
(which have maturities of more than ten years). Treasury securities are backed by the full faith and credit of
the United States as to timely payments of interest and repayments of principal. The Fund can also buy U. S.
Treasury securities that have been stripped of their coupons by a Federal Reserve Bank, zero-coupon U.S.
Treasury securities described below, and Treasury Inflation-Protection Securities (TIPS).

|_| Obligations of U.S. Government Agencies or Instrumentalities. These include direct
obligations and mortgage-related securities that have different levels of credit support from the U.S.
government. Some are supported by the full faith and credit of the U.S. government, such as Government National
Mortgage Association pass-through mortgage certificates (called Ginnie Maes). Some are supported by the right
of the issuer to borrow from the U.S. Treasury under certain circumstances, such as Federal National Mortgage
Association bonds (Fannie Maes). Others are supported only by the credit of the entity that issued them, such
as Federal Home Loan Mortgage Corporation obligations (Freddie Macs).

|X| Zero-Coupon and Stripped Securities. Some of the government and corporate debt securities the
Fund buys are zero-coupon bonds that pay no interest. They are issued at a substantial discount from their face
value. Stripped securities are the separate income or principal components of a debt security. Some CMOs or
other mortgage-related securities may be stripped, with each component having a different proportion of principal
or interest payments. One class might receive all the interest and the other all the principal payments.

Zero-coupon and stripped securities are subject to greater fluctuations in price from interest rate
changes than conventional interest-bearing securities. The Fund may have to pay out the imputed income on
zero-coupon securities without receiving the actual cash currently. Interest-only securities are particularly
sensitive to changes in interest rates.

The values of interest-only mortgage-related securities are also very sensitive to prepayments of
underlying mortgages. Principal-only securities are also sensitive to changes in interest rates. When prepayments
tend to fall, the timing of the cash flows to these securities increases, making them more sensitive to changes
in interest rates. The market for some of these securities may be limited, making it difficult for the Fund to
dispose of its holdings at an acceptable price. The Fund can invest up to 50% of its total assets in zero-coupon
securities issued by either the U.S. Treasury or companies.

|X| Participation Interests in Loans. These securities represent an undivided fractional interest in a
loan obligation by a borrower. They are typically purchased from banks or dealers that have made the loan or are
members of the loan syndicate. The loans may be to foreign or U.S. companies. The Fund does not invest more than
5% of its net assets in participation interests of any one borrower. They are subject to the risk of default by
the borrower. If the borrower fails to pay interest or repay principal, the Fund can lose money on its investment.

|X| Preferred Stock. Unlike common stock, preferred stock typically has a stated dividend rate.
Preferred stock dividends may be cumulative (they remain a liability of the company until they are paid) or
non-cumulative. When prevailing interest rates rise, the value of preferred stock having a fixed dividend rate
tends to fall. The right to payment of dividends on preferred stock is generally subordinate to the rights of a
corporation's debt securities.

|X| Illiquid and Restricted Securities. Investments may be illiquid because they do not have an active
trading market, making it difficult to value them or dispose of them promptly at an acceptable price. A
restricted security is one that has a contractual restriction on its resale or which cannot be sold publicly
until it is registered under the Securities Act of 1933. The Fund will not invest more than 15% of its net assets
in illiquid or restricted securities. Certain restricted securities that are eligible for resale to qualified
institutional purchasers may not be subject to that limit. The Manager monitors holdings of illiquid securities
on an ongoing basis to determine whether to sell any holdings to maintain adequate liquidity.

Markets underlying securities and indices may move in a direction not anticipated by the Manager.
Interest rate and stock market changes in the U.S. and abroad may also influence the performance of derivatives.
As a result of these risks the Fund could realize less principal or income from the investment than expected.
Certain derivative investments held by the Fund may be illiquid.

|X| Hedging. The Fund can buy and sell futures contracts, put and call options, forward contracts and
options on futures and broadly-based securities indices. These are all referred to as hedging instruments. The
Fund does not use hedging instruments for speculative purposes, and has limits on its use of them. The Fund is
not required to use hedging instruments in seeking its goal.

The Fund could buy and sell options, futures and forward contracts for a number of purposes. It might do
so to try to manage its exposure to the possibility that the prices of its portfolio securities may decline, or
to establish a position in the securities market as a temporary substitute for purchasing individual securities.
It might do so to try to manage its exposure to changing interest rates. The Fund can use forward contracts to
try to manage foreign currency risks on the Funds foreign investments.

Options trading involves the payment of premiums and has special tax effects on the Fund. There are also
special risks in particular hedging strategies. If a covered call written by the Fund is exercised on an
investment that has increased in value, the Fund will be required to sell the investment at the call price and
will not be able to realize any profit if the investment has increased in value above the call price. In writing
a put, there is a risk that the Fund may be required to buy the underlying security at a disadvantageous price.

If the Manager used a hedging instrument at the wrong time or judged market conditions incorrectly, the
strategy could reduce the Funds return. The Fund could also experience losses if the prices of its futures and
options positions were not correlated with its other investments or if it could not close out a position because
of an illiquid market.

Temporary Defensive and Interim Investments. In times of unstable adverse market or economic conditions, the
Fund can invest up to 100% of its assets in temporary investments that are inconsistent with the Funds principal
investment strategies. Generally they would be cash or cash equivalents, such as U.S. Treasury Bills and other
short-term U.S. government obligations or high-grade commercial paper. To the extent the Fund invests defensively
in these securities, it might not achieve its investment objectives.
How the Fund Is Managed

The Manager. The Funds investment Manager, OppenheimerFunds, Inc., chooses the Fund's investments and handles
its day-to-day business. The Manager carries out its duties, subject to the policies established by the Funds
Board of Trustees, under an investment advisory agreement that states the Manager's responsibilities. The
agreement sets the fees the Fund pays to the Manager and describes the expenses that the Fund is responsible to
pay to conduct its business.

The Manager has been an investment adviser since 1960. The Manager and its subsidiaries and affiliates
managed $130 billion in assets as of March 31, 2002, including other Oppenheimer funds, with more than 6.3
million shareholder accounts. The Manager is located at 498 Seventh Avenue, New York, New York 10018.

|X| Portfolio Managers. The portfolio managers of the Fund are Thomas P. Reedy and David P. Negri.
They are the persons principally responsible for the day-to-day management of the Funds portfolio, Mr. Reedy
since January 1998 and Mr. Negri since May 1999. Both are Vice Presidents of the Fund, and Mr. Reedy is Vice
President and Mr. Negri is Senior Vice President of the Manager. They also serve as officers and portfolio
managers for other Oppenheimer funds. Mr. Negri has been employed by the Manager since June 1989, Mr. Reedy since
1993.

|X| Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the Manager an advisory fee
at an annual rate that declines on additional assets as the Fund grows: 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, 0.60% on the next $200 million and 0.50% of average annual net assets over $1 billion. The Fund's
management fee for its last fiscal year ended December 31, 2001, was 0.74% of the Funds average annual net
assets for each class of shares.

|X| Possible Conflicts of Interest. The Fund offers its shares to separate accounts of different insurance
companies that are not affiliated with each other, as an investment for their variable annuity,
variable life and other investment product contracts. While the Fund does not foresee any
disadvantages to contract owners from these arrangements, it is possible that the interests of
owners of different contracts participating in the Fund through different separate
accounts might conflict. For example, a conflict could arise because of differences in tax
treatment.

The Funds Board has procedures to monitor the portfolio for possible conflicts to determine what action
should be taken. If a conflict occurs, the Board might require one or more participating insurance company
separate accounts to withdraw their investments in the Fund. That could force the Fund to sell securities at
disadvantageous prices, and orderly portfolio management could be disrupted. Also, the Board might refuse to sell
shares of the Fund to a particular separate account, or could terminate the offering of the Funds shares if
required to do so by law or if it would be in the best interests of the shareholders of the Fund to do so.

- -------------------------------------------------------------------------------------------------------------------
Investing in the Fund
- -------------------------------------------------------------------------------------------------------------------

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by separate investment accounts of
participating insurance companies as an underlying investment for variable life insurance policies, variable
annuity contracts or other investment products. Individual investors cannot buy shares of the Fund directly.
Please refer to the accompanying prospectus of the participating insurance company for information on how to
select the Fund as an investment option for that variable life insurance policy, variable annuity or other
investment product. That Prospectus will indicate whether you are eligible to purchase Service shares of the
Fund. The Fund reserves the right to refuse any purchase order when the Manager believes it would be in the
Funds best interests to do so.

|X| Market Timers. The Fund has instructed its participating insurance companies that it may restrict or refuse
investments by their separate accounts from market timers. Market timers include persons whose separate
account transactions have, or have attempted (i) an exchange out of the Fund within two weeks of an earlier
exchange request, (ii) exchanges out of the Fund more than twice in any calendar quarter, (iii) an exchange of
Fund shares equal to at least $5 million, or more than 1% of the Funds net assets, or (iv) other transactions in
Fund shares that demonstrated a timing pattern. Separate accounts under common ownership or control are combined
for these limits. There can be no assurance that all such participating insurance companies will be successful in
controlling investments in their respective separate accounts by market timers.

- -------------------------------------------------------------------------------------------------------------------
Information about your investment in the Fund through your variable annuity contract, variable life insurance
policy or other plan can be obtained only from your participating insurance company or its servicing agent. The
Funds Transfer Agent does not hold or have access to those records. Instructions for buying or selling shares of
the Fund should be given to your insurance company or its servicing agent, not directly to the Fund or its
Transfer Agent.
- -------------------------------------------------------------------------------------------------------------------

|X| At What Price Are Shares Sold? Shares are sold at their offering price, which is the net asset
value per share. The Fund does not impose any sales charge on purchases of its shares. If there are any charges
imposed under the variable annuity, variable life or other contract through which Fund shares are purchased, they
are described in the accompanying prospectus of the participating insurance company.

The net asset value per share is determined by dividing the value of the Funds net assets attributable
to a class by the number of shares of that class that are outstanding. To determine net asset value, the Funds
Board of Trustees has established procedures to value the Funds securities, in general, based on market value.
The Board has adopted special procedures for valuing illiquid and restricted securities and obligations for which
market values cannot be readily obtained. Because some foreign securities trade in markets and on exchanges that
operate on weekends and U.S. holidays, the values of some of the Funds foreign investments may change on days
when investors cannot buy or redeem Fund shares.

If, after the close of the principal market on which a security held by the Fund is traded, and before
the time the Funds securities are priced that day, an event occurs that the Manager deems likely to cause a
material change in the value of such security, the Funds Board of Trustees has authorized the Manager, subject
to the Boards review, to ascertain a fair value for such security.

The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Funds designated
agent to receive purchase orders) receives a purchase order from its contract owners to purchase Fund shares on a
regular business day, provided that the Fund receives the order from the insurance company, generally by 9:30
A.M. on the next regular business day at the offices of its Transfer Agent in Colorado.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan for
Service shares to pay the distributor, for distribution related services for the Funds Service shares. Under the
Plan, payments are made quarterly at an annual rate of up to 0.25% of the average annual net assets of Service
shares of the Fund. The distributor currently uses all of those fees to compensate sponsor(s) of the insurance
product that offers Fund shares, for providing personal service and maintenance of accounts of their variable
contract owners that
hold Service shares. The impact of the service plan is to increase operating expenses of the Service shares,
which results in lower performance compared to the Funds shares that are not subject to a service fee.

How Are Shares Redeemed? As with purchases, only the participating insurance companies that hold Fund shares in
their separate accounts for the benefit of variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund shares. Contract owners should refer to
the withdrawal or surrender instructions in the accompanying prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net asset value per share that is
determined after the participating insurance company (as the Funds designated agent) receives a redemption
request on a regular business day from its contract or policy holder, provided that the Fund receives the order
from the insurance company by 9:30 A.M. the next regular business day at the office of its Transfer Agent in
Denver, Colorado. The Fund normally sends payment by
Federal Funds wire to the insurance companys account the day after the Fund receives the order (and no later
than 7 days after the Funds receipt of the order). Under unusual circumstances determined by the Securities and
Exchange Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class of shares from net investment income
on an annual basis, and to pay those dividends in March. Dividends and distributions will generally be lower for
Service shares, which normally have higher expenses. The Fund has no fixed dividend rate and cannot guarantee
that it will pay any dividends.

All dividends (and any capital gains distributions will be reinvested automatically in additional Fund
shares at net asset value for the account of the participating insurance company (unless the insurance company
elects to have dividends or distributions paid in cash).

This information is only a summary of certain federal income tax information about an investment in Fund
shares. You should consult with your tax advisor or your participating insurance company representative about the
effect of an investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Funds financial performance for the past
5 fiscal years. Certain information reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, the
Fund's independent auditors, whose report, along with the Funds financial statements, is included in the
Statement of Additional Information, which is available on request.

Financial Highlights

Year Ended December 31,
Non-Service shares 2001 2000 1999 1998 1997
================================================================================================================

Per Share Operating Data
Net asset value, beginning of period $9.27 $10.72 $11.02 $11.52 $11.13
- ----------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .84(1) 1.00 1.01 .95 .94
Net realized and unrealized gain (loss) (.62)(1) (1.36) (.55) (.90) .37
- ----------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations .22 (.36) .46 .05 1.31
- ----------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.95) (1.09) (.76) (.25) (.91)
Distributions from net realized gain -- -- -- (.30) (.01)
- ----------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders (.95) (1.09) (.76) (.55) (.92)
- ----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $8.54 $9.27 $10.72 $11.02 $11.52
====== ====== ====== ====== ======
================================================================================================================
Total Return, at Net Asset Value(2) 1.97% (3.74)% 4.29% 0.31% 12.21%
================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $344,788 $333,533 $340,829 $328,563 $291,323
- ----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $347,723 $329,260 $340,519 $322,748 $223,617
- ----------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 9.94%(1) 10.47% 9.61% 8.65% 8.88%
Expenses 0.79% 0.79% 0.75% 0.78%(4) 0.82%(4)
- ----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 46% 31% 33% 161% 168%

1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
Net investment income $ .86
Net realized and unrealized gain (loss) $(.64)
Net investment income ratio 10.22%

2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period.
Total returns are not annualized for periods less than one full year. Total
return information does not reflect expenses that apply at the separate account
level or to related insurance products. Inclusion of these charges would reduce
the total return figures for all periods shown.

3. Annualized for periods of less than one full year.

4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

Oppenheimer High Income Fund/VA

Financial Highlights (Continued)

Period Ended
Service shares December 31, 2001(1)
========================================================================

Per Share Operating Data
Net asset value, beginning of period $8.40
- ------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .20(2)
Net realized and unrealized gain (loss) (.06)(2)
- ------------------------------------------------------------------------
Total income (loss) from investment operations .14
- ------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
Distributions from net realized gain --
- ------------------------------------------------------------------------
Total dividends and/or distributions to shareholders --
- ------------------------------------------------------------------------
Net asset value, end of period $8.54
=====
========================================================================
Total Return, at Net Asset Value(3) 1.67%
========================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $3
- ------------------------------------------------------------------------
Average net assets (in thousands) $2
- ------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income 12.51%(2)
Expenses 0.96%
- ------------------------------------------------------------------------
Portfolio turnover rate 46%

1. For the period from September 18, 2001 (inception of offering) to December
31, 2001.

2. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
Net investment income Change less than $0.005 per share
Net realized and unrealized gain Change less than $0.005 per
share Net investment income ratio 12.79%

3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than one
full year. Total return information does not reflect expenses that apply at the
separate account level or to related insurance products. Inclusion of theses
charges would reduce the total return figures for all periods shown.

4. Annualized for periods of less than one full year.

Oppenheimer High Income Fund/VA

INFORMATION AND SERVICES
For More Information On Oppenheimer High Income Fund/VA

The following additional information about the Fund is available without charge upon request:

Statement of Additional Information
This document includes additional information about the Funds investment policies, risks, and operations.
It is incorporated by reference into this Prospectus (which means it is legally part of this Prospectus).

Annual and Semi-Annual Reports
Additional information about the Funds investments and performance is available in the Funds Annual and
Semi-Annual Reports to shareholders. The Annual Report includes a discussion of market conditions and
investment strategies that significantly affected the Funds performance during its last fiscal year.

- -------------------------------------------------------------------------------------------------------------

How to Get More Information

- -------------------------------------------------------------------------------------------------------------
You can request the Statement of Additional Information, the Annual and Semi-Annual Reports, the notice
explaining the Funds privacy policy and other information about the Fund or instructions on how to contact
the sponsor of your insurance product:
By Telephone
Call OppenheimerFunds Services toll-free:
1.800.981.2871
By Mail
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
Information about the Fund, including the Statement of Additional Information, can be reviewed and copies
at the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public
Reference Library may be obtained by calling the SEC at 202.942.8090. Reports and other information about
the Fund are available on the EDGAR database on the SECs Internet website at www.sec.gov. Copies may be
obtained after payment of a duplicating fee by electronic request at the SECs e-mail address:
publicinfo@sec.gov or by writing to the SECs Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to make any representations about
the Fund other than what is contained in this Prospectus. This Prospectus is not an offer to sell shares of
the Fund, nor a solicitation of an offer to buy shares of the Fund, to any person in any state or other
jurisdiction where it is unlawful to make such an offer.
The Funds SEC File No.: 811-4108
PR0640.001.0502
Printed on recycled paper.
(OppenheimerFunds logo)
Appendix to Prospectus of
Oppenheimer High Income Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer High Income Fund/VA (the "Fund") under
the heading "Annual Total Return (as of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund depicting the annual total returns of a
hypothetical $10,000 investment in shares of the Fund for each of the ten most recent calendar years,
without deducting separate account expenses. Set forth below are the relevant data that will appear on the
bar chart:

Calendar
Year
Ended Annual Total Returns

12/31/92 17.92%
12/31/93 26.34%
12/31/94 -3.18%
12/31/95 20.37%
12/31/96 15.25%
12/31/97 12.22%
12/31/98 0.31%
12/31/99 4.29%
12/31/00 -3.74%
12/31/01 1.97%

OPPENHEIMER BOND FUND/VA
(a series of Oppenheimer Variable Account Funds)
Supplement dated May 1, 2002 to the
Prospectus dated May 1, 2002

The Prospectus is changed as follows. The section titled "Portfolio Managers" in page 8 of the Prospectus is
deleted in its entirety and replaced with the following:

Portfolio Managers. Since April 23, 2002, the Fund has been managed by a portfolio management team
comprised of Angelo Manioudakis and other investment professionals selected from the Manager's high-grade
team in its fixed-income department. This portfolio management team is primarily responsible for the day-to-day management of the
Fund's portfolio. Certain members of the Fund's portfolio management team (including Mr. Manioudakis) have portfolio
management responsibilities for other Oppenheimer funds. Prior to joining the Manager in April 2002, Mr. Manioudakis
was a portfolio manager at Morgan Stanley Investment Management (since August 1993).

May 1, 2002

Bond Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 2002

Oppenheimer Bond Fund/VA is a mutual fund that seeks a
high level of current income as its primary goal. As a
secondary goal, the Fund seeks capital appreciation
when consistent with its goal of high current income.
The Fund invests mainly in investment grade debt
securities.
Shares of the Fund are sold only as the
underlying investment for variable life insurance
policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for
the insurance product you have selected accompanies
this Prospectus and explains how to select shares of
the Fund as an investment under that insurance product
and whether you are only eligible to purchase Service
shares of the Fund.
This Prospectus contains important information
about the Funds objective, its investment policies,
strategies and risks. Please read this Prospectus (and
As with all mutual funds, the Securities your insurance product prospectus) carefully before you
and Exchange Commission has not approved or disapproved invest and keep them for future reference about your
the Funds securities nor has it determined that account.
this Prospectus is accurate or complete.
It is a criminal offense to represent otherwise.

(OppenheimerFunds logo)

Contents

About the Fund
- -------------------------------------------------------------------------------------------------------------------

The Funds Objectives and Investment Strategies

Main Risks of Investing in the Fund

The Funds Past Performance

About the Funds Investments

How the Fund is Managed

Investing in the Fund
- -------------------------------------------------------------------------------------------------------------------

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Funds Objectives and Investment Strategies

- -------------------------------------------------------------------------------------------------------------------
What Are the Funds Investment Objectives? The Fund's main objective is to seek a high level of current income.
As a secondary objective, the Fund seeks capital appreciation when consistent with its primary objective.
- -------------------------------------------------------------------------------------------------------------------

What Does the Fund Mainly Invest In? Normally, the Fund invests at least 65% of its total assets in
investment-grade debt securities, U.S. Government securities and money market instruments. The investment-grade
debt securities the Fund invests in can include the following types of obligations, which in general are referred
to as "bonds":
o short-, medium- and long-term foreign and U.S. government bonds and notes,
o domestic and foreign corporate debt obligations,
o collateralized mortgage obligations (CMOs),
o other mortgage-related securities and asset-backed securities,
o participation interests in loans,
o "structured" notes, and
o other debt obligations.

The Fund's investments in U.S. government securities include securities issued or guaranteed by the U.S.
government or its agencies or federally-chartered corporate entities referred to as "instrumentalities." These
include mortgage-related U.S. government securities and CMOs.

There is no set percentage allocation of the Fund's assets among the types of securities the Fund buys
to meet the 65% investment requirement, but currently the Fund focuses mainly on U.S. government securities,
CMOs, and investment-grade debt securities to do so because they currently offer higher yields than money market
instruments. However, if market conditions change, the Fund's portfolio managers may change the relative
allocation of the Fund's assets.

The Fund has no limitations on the range of maturities of the debt securities in which it can invest and
therefore may hold bonds with short-, medium- or long-term maturities. The Fund's investments in debt securities
can include "zero coupon" securities and securities that have been "stripped" of their interest coupons. The
Fund can invest up to 35% of its total assets in high yield debt securities and other debt securities that are
below investment grade (commonly referred to as "junk bonds") and other investments such as preferred stock.
Effective July 31, 2002, under normal market conditions, the Fund invests at least 80% of its net assets
(including any borrowings for investment purposes) in debt securities.

- -----------------------------------------------------------
What Is A Debt Security? A debt
security is essentially a loan by the buyer
To the issuer of the debt security. The
issuer promises to pay back the principal
amount of the loan and normally pays
interest, at a fixed or variable rate, on the
debt while it is outstanding.
- -----------------------------------------------------------

The Fund can also use hedging instruments and certain derivative investments, primarily CMOs and
"structured" notes, to try to enhance income or to try to manage investment risks. These investments are more
fully explained in "About the Funds Investments," below.

|X| How Do the Portfolio Managers Decide What Securities to Buy or Sell? In selecting securities for the Fund,
the Funds portfolio manager analyzes the overall investment opportunities and risks in different sectors of the
debt security markets by focusing on business cycle analysis and relative values between the corporate and
government sectors. The portfolio managers overall strategy is to build a broadly diversified portfolio of debt
securities. The portfolio manager currently focuses on the factors below (some of which may vary in particular
cases and may change over time), looking for:
|_| High current income from different types of corporate and government debt securities,
|_| Investment-grade securities, primarily to help reduce credit risk,
|_| Broad portfolio diversification to help reduce the volatility of the Fund's share prices,
|_| Relative values among the debt securities market sectors.

Who Is the Fund Designed For? The Funds shares are available only as an investment option under certain variable
annuity contracts, variable life insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking high current income from a fund
that invests mainly in investment-grade debt securities, but which can also hold below-investment-grade
securities to seek higher income. Those investors should be willing to assume the credit risks of a fund that
typically invests a significant amount of its assets in debt securities and the changes in share prices that can
occur when interest rates rise. Since the Funds income level will fluctuate, it is not designed for investors
needing an assured level of current income. The Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments are subject to changes in their
value from a number of factors, described below. There is also the risk that the value of your investment could
be eroded over time by the effects of inflation and that poor security selection by the Funds investment
manager, OppenheimerFunds, Inc., will cause the Fund to underperform other funds having similar objectives.

|X| Credit Risk. Debt securities are subject to credit risk. Credit risk relates to the ability of the
issuer of a security to make interest and principal payments on the security as they become due. If the issuer
fails to pay interest, the Funds income might be reduced, and if the issuer fails to repay principal, the value
of that security and of the Funds shares might be reduced. While the Funds investments in U.S. government
securities are subject to little credit risk, debt securities issued by domestic and foreign corporations and by
foreign governments are subject to risks of default.

Securities that are (or that have fallen) below investment grade are exposed to a greater risk that the
issuers of those securities might not meet their debt obligations. Those risks can reduce the Funds share
prices and the income it earns.

|_| Special Risks of Lower-Grade Securities. Because the Fund can invest up to 35% of its
total assets in securities below investment grade to seek higher income, the Fund's credit risks are greater than
those of funds that buy only investment grade securities. Lower-grade debt securities may be subject to greater
market fluctuations and greater risks of loss of income and principal than investment-grade debt securities.
Securities that are (or that have fallen) below investment grade are exposed to a greater risk that the issuers
of those securities might not meet their debt obligations. Those risks can reduce the Fund's share prices and
the income it earns.

|X| Interest Rate Risks. The values of debt securities, including U.S. government securities prior to
maturity, are subject to change when prevailing interest rates change. When interest rates fall, the values of
already-issued debt securities generally rise. When interest rates rise, the values of already-issued debt
securities generally fall, and they may sell at a discount from their face amount. The magnitude of these
fluctuations will often be greater for longer-term debt securities than shorter-term debt securities. However,
interest rate changes may have different effects on the values of mortgage-related securities because of
prepayment risks, discussed below. The Funds share prices can go up or down when interest rates change because
of the effect of the changes on the value of the Funds investments in debt securities.

|X| Prepayment Risk. Prepayment risk occurs when the mortgages underlying a mortgage-related security
are prepaid at a rate faster than anticipated (usually when interest rates fall) and the issuer of a security can
prepay the principal prior to the securitys maturity. Mortgage-related securities that are subject to prepayment
risk, including the CMOs and other mortgage-related securities that the Fund buys, generally offer less potential
for gains when prevailing interest rates decline, and have greater potential for loss when interest rates rise.

The impact of prepayments on the price of a security may be difficult to predict and may increase the
volatility of the price. Additionally, the Fund may buy mortgage-related securities at a premium. Accelerated
prepayments on those securities could cause the Fund to lose the portion of its principal investment represented
by the premium the Fund paid.

|X| Risks of Foreign Investing. The Fund can invest its assets without limit in foreign debt
securities and can buy securities of governments and companies in both developed markets and emerging markets.
While foreign securities offer special investment opportunities, there are also special risks that can reduce the
Funds share prices and returns.

|X| There are Special Risks in Using Derivative Investments. The Fund can use derivatives to seek
increased income or to try to hedge investment risks. In general terms, a derivatives investment is an investment
contract whose value depends on (or is derived from) the value of an underlying asset, interest rate or index.
Options, futures, interest rate swaps, structured notes and CMOs are examples of derivatives the Fund can use.

If the issuer of the derivative does not pay the amount due, the Fund can lose money on the investment.
Also, the underlying security or investment on which the derivative is based, and the derivative itself, might
not perform the way the Manager expected it to perform. If that happens, the Funds share price could decline or
the Fund could get less income than expected. The Fund has limits on the amount of particular types of
derivatives it can hold. However, using derivatives can cause the Fund to lose money on its investment and/or
increase the volatility of its share prices.

How Risky is the Fund Overall? The risks described above collectively form the risk profile of the Fund,
and can affect the value of the Funds investments, its investment performance and its price per share. These
risks mean that you can lose money by investing in the Fund. When you redeem your shares, they may be worth more
or less than what you paid for them. There is no assurance that the Fund will achieve its investment objective.
Debt securities are subject to credit and interest rate risks that can affect their values and the share prices
of the Fund. Prepayment risks of mortgage-backed securities can cause the Fund to reinvest the proceeds of its
investments in lower-yielding securities. The Fund generally has more risks than bond funds that focus on U.S.
government securities but the Fund's emphasis on investment-grade securities may make its share prices less
volatile than high yield bond funds or funds that focus on foreign bonds.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

The Funds Past Performance

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/02 through 3/31/02, the Fund's cumulative return (not annualized) was 0.33%. Charges
imposed by the separate accounts that invest in the Fund are not included in the calculations of return in this
bar chart, and if those charges were included, the returns would be less than those shown.
During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was 5.60%
(2nd Q '95) and the lowest return (not annualized) for a calendar quarter was -1.90% (1st Q '94).

- ------------------------------- ---------------------------- ---------------------------- ----------------------------

The Fund's returns in the table measure the performance of a hypothetical account without deducting charges
imposed by the separate accounts that invest in the Fund and assume that all dividends and capital gains
distributions have been reinvested in additional shares. The Funds performance is compared to the Lehman
Brothers Corporate Bond Index, an unmanaged index of non-convertible investment grade corporate debt of U.S.
issuers that is a measure of the general domestic bond market. The index performance reflects the reinvestment of
income but does not consider the effects of transaction costs. Also, the Fund may have investments that vary from
the index.

The Fund's total returns should not be expected to be the same as the returns of other Oppenheimer funds, even if
both funds have the same portfolio managers and/or similar names.

About the Funds Investments

The Funds investment Manager, OppenheimerFunds, Inc., tries to reduce risks by carefully researching
securities before they are purchased, and in some cases by using hedging techniques. The Fund attempts to reduce
its exposure to credit risks by limiting its investments in below-investment grade securities, as explained
above. The Fund attempts to reduce its exposure to market risks by diversifying its investments, that is, by not
holding a substantial percentage of the securities of any one issuer and by not investing too great a percentage
of the Funds assets in any one issuer. Also, the Fund does not concentrate 25% or more of its investments in
the securities of any one foreign government or in the debt and equity securities of companies in any one
industry.

A debt security is essentially a loan by the buyer to the issuer of the debt security. The issuer
promises to pay back the principal amount of the loan and normally pays interest, at a fixed or variable rate, on
the debt while it is outstanding. The debt securities the Fund buys may be rated by nationally recognized rating
organizations or they may be unrated securities assigned an equivalent rating by the Manager. While the Funds
investments may be above or below investment grade in credit quality, the Fund invests primarily in
investment-grade debt securities. However, the Fund can invest up to 35% of its net assets in below
investment-grade debt
securities, commonly called junk bonds. They typically offer higher yields than investment-grade bonds,
because investors assume the greater risks of default of those securities. The ratings definitions of the
principal national rating organizations is included in Appendix A to the Statement of Additional Information.

Investment-grade debt securities are those rated in one of the four highest categories by Standard &
Poor's Corporation, Moody's Investors Service, Inc., Fitch or other national rating organizations. They can also
be unrated or "split-rated" (rated as investment grade by one rating organization but below investment grade by
another), if determined by the Manager to be of comparable quality to rated investment-grade securities. The
Fund is not obligated to dispose of securities when issuers are in default or if the rating of the security is
reduced below investment grade.

The Fund can invest some of its assets in other types of securities, including common stocks, preferred
stocks, and other equity securities of foreign and U.S. companies. However, the Fund does not anticipate having
significant investments in those types of securities as part of its normal portfolio strategy.

The Fund could pursue its secondary objective of capital appreciation by investing in securities
convertible into common stock. Convertible securities might allow the Fund to participate in the increase in
value of the issuers underlying common stock, by exercising the conversion right. Normally the Fund would not
hold the common stock for investment, although it can hold common stock as part of the value of its net assets
that is not normally expected to be invested in debt securities. Typically, convertible securities also pay
income until they are converted. There may be other investment strategies that could offer the Fund opportunities
for capital appreciation, such as investing in defaulted securities, but these are not expected to be a
significant part of the Funds investment program.

U.S. Government Securities. The Fund can invest in securities issued or guaranteed by the U.S. Treasury or other
government agencies or federally-chartered corporate entities referred to as instrumentalities. These are
referred to as U.S. government securities in this Prospectus.

|X| U.S. Treasury Obligations. These include Treasury bills (which have maturities of one year or less
when issued), Treasury notes (which have maturities of from one to ten years when issued), and Treasury bonds
(which have maturities of more than ten years when issued). Treasury securities are backed by the full faith and
credit of the United States as to timely payments of interest and repayments of principal. The Fund can also buy
U. S. Treasury securities that have been stripped of their coupons by a Federal Reserve Bank, zero-coupon U.S.
Treasury securities described below, and Treasury Inflation-Protection Securities (TIPS).

|X| Obligations Issued or Guaranteed by U.S. Government Agencies or Instrumentalities. These include
direct obligations and mortgage-related securities that have different levels of credit support from the U.S.
government. Some are supported by the full faith and credit of the U.S. government, such as Government National
Mortgage Association pass-through mortgage certificates (called Ginnie Maes). Some are supported by the right
of the issuer to borrow from the U.S. Treasury under certain circumstances, such as Federal National
Mortgage Association bonds (Fannie Maes). Others are supported only by the credit of the entity that issued
them, such as Federal Home Loan Mortgage Corporation obligations (Freddie Macs).

|_| Mortgage-Related U.S. Government Securities. The Fund can buy interests in pools of
residential or commercial mortgages, in the form of collateralized mortgage obligations (CMOs) and other
pass-through mortgage securities. CMOs that are U.S. government securities have collateral to secure payment of
interest and principal. They may be issued in different series each having different interest rates and
maturities. The collateral is either in the form of mortgage pass-through certificates issued or guaranteed by a
U.S. agency or instrumentality or mortgage loans insured by a U.S. government agency. The Fund can have
substantial amounts of its assets invested in mortgage-related U.S. government securities.

When interest rates rise rapidly, and if prepayments occur more slowly than expected, a short- or
medium-term CMO can in effect become a long-term security, subject to greater fluctuations in value. These
prepayment risks can make the prices of CMOs very volatile when interest rates change. The prices of longer-term
debt securities tend to fluctuate more than those of shorter-term debt securities. That volatility will affect
the Funds share prices.

High-Yield, Lower-Grade Debt Securities. The Fund can purchase a variety of lower-grade, high-yield debt
securities of U.S. and foreign issuers, including bonds, debentures, notes, preferred stocks, loan participation
interests, structured notes, asset-backed securities, among others, to seek high current income. These securities
are sometimes called junk bonds. The Fund has no requirements as to the maturity of the debt securities it can
buy, or as to the market capitalization range of the issuers of those securities. Up to 35% of the Funds assets
can be invested in debt securities below investment grade under normal market conditions.

Lower-grade debt securities are those rated below Baa by Moodys Investors Service, Inc. or lower than
BBB by Standard & Poors Rating Service or that have similar ratings by other nationally-recognized rating
organizations. The Fund can invest in securities rated as low as C or D, in unrated bonds or bonds which are
in default at the time the Fund buys them. While securities rated Baa by Moodys or BBB by S&P are considered
investment grade, they have some speculative characteristics.

The Manager does not rely solely on ratings issued by rating organizations when selecting investments
for the Fund. The Fund can buy unrated securities that offer high current income. The Manager may assign a rating
to an unrated security that is equivalent to the rating of a rated security that the Manager believes offers
comparable yields and risks.

While investment-grade securities are subject to risks of non-payment of interest and principal, in
general higher-yielding lower-grade bonds, whether rated or unrated, have greater risks than investment-grade
securities. They may be subject to greater market fluctuations and risk of loss of income and principal than
investment-grade securities. There may be less of a market for them and therefore they may be harder to sell at
an acceptable price. There is a relatively greater possibility that the issuers earnings may be insufficient to
make the payments of interest and principal due on the bonds. These risks mean that the Fund may not achieve the
expected income from lower-grade securities, and that the Funds net asset value per share may be affected by
declines in value of these securities.

|X| Private-Issuer Mortgage-Backed Securities. The Fund can invest a substantial portion of its assets
in mortgage-backed securities issued by private issuers, which do not offer the credit backing of U.S. government
securities. Primarily these include multi-class debt or pass-through certificates secured by mortgage loans. They
may be issued by banks, savings and loans, mortgage bankers and other non-governmental issuers. Private issuer
mortgage-backed securities are subject to the credit risks of the issuers (as well as the interest rate risks and
prepayment risks of CMOs that are U.S. government securities, discussed above), although in some cases they may
be supported by insurance or guarantees.

Foreign Debt Securities. The Fund can buy debt securities issued by foreign governments and companies, as well
as supra-national entities, such as the World Bank. They can include bonds, debentures, and notes, including
derivative investments called "structured" notes, described below. The Fund will not invest 25% or more of its
total assets in debt securities of any one foreign government or in debt securities of companies in any one
industry. The Fund has no requirements as to the maturity range of the foreign debt securities it can buy, or as
to the market capitalization range of the issuers of those securities.

Foreign government debt securities might not be supported by the full faith and credit of the issuing
government. The Funds foreign debt investments can be denominated in U.S. dollars or in foreign currencies. The
Fund will buy foreign currency only in connection with the purchase and sale of foreign securities and not for
speculation.

|X| Special Risks of Emerging and Developing Markets. Securities of issuers in emerging and
developing markets may offer special investment opportunities but present risks not found in more mature markets.
Those securities may be more difficult to sell at an acceptable price and their prices may be more volatile than
securities of issuers in more developed markets. Settlements of trades may be subject to greater delays so that
the Fund may not receive the proceeds of a sale of a security on a timely basis. These investments may be very
speculative.

These countries might have less developed trading markets and exchanges. Emerging market countries may
have less developed legal and accounting systems and investments may be subject to greater risks of government
restrictions on withdrawing the sales proceeds of securities from the country. Economies of developing countries
may be more dependent on relatively few industries that may be highly vulnerable to local and global changes.
Governments may be more unstable and present greater risks of nationalization or restrictions on foreign
ownership of stocks of local companies.

The Fund can buy Brady Bonds, which are U.S.-dollar denominated debt securities collateralized by
zero-coupon U.S. Treasury securities. They are typically issued by emerging markets countries and are considered
speculative securities with higher risks of default.

|X| Special Portfolio Diversification Requirements. To enable a variable annuity or variable life
insurance contract based on an insurance company separate account to qualify for favorable tax treatment under
the Internal Revenue Code, the underlying investments must follow special diversification requirements that limit
the percentage of assets that can be invested in securities of particular issuers. The Funds investment program
is managed to meet those requirements, in addition to other diversification requirements under the Internal
Revenue Code and the Investment Company Act that apply to publicly-sold mutual funds.

Can the Fund's Investment Objective and Policies Change? The Funds Board of Trustees can change non-fundamental
investment policies without shareholder approval, although significant changes will be described in amendments to
this Prospectus. Shareholders will receive 60 days advance notice of any change in the 80% requirement described
under What Does The Fund Mainly Invest In? Fundamental policies are those that cannot be changed without the
approval of a majority of the Funds outstanding voting shares. The Funds investment objective is a fundamental
policy. Investment restrictions that are fundamental policies are listed in the Statement of Additional
Information. An investment policy is not fundamental unless this Prospectus or the Statement of Additional
Information says that it is.

Portfolio Turnover. The Fund may engage in short-term trading to try to achieve its objective. High portfolio
turnover increases the brokerage and transaction costs the Fund pays. The Financial Highlights table below shows
the Funds portfolio turnover rates during prior fiscal years.

Other Investment Strategies. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Fund might not always use all of them. These techniques involve risks, although
some are designed to help reduce overall investment or market risks.

|X| Zero-Coupon and Stripped Securities. Some of the government and corporate debt securities the
Fund buys are zero-coupon bonds that pay no interest. They are issued at a substantial discount from their face
value. Stripped securities are the separate income or
principal components of a debt security. Some CMOs or other mortgage-related securities may be
stripped, with each component having a different proportion of principal or interest payments. One class might
receive all the interest and the other all the principal payments.

|_| Structured Notes. The Fund can buy structured notes, which are specially-designed
derivative debt investments. Their principal payments or interest payments are linked to the value of an index
(such as a currency or securities index) or commodity. The terms of the instrument may be structured by the
purchaser (the Fund) and the borrower issuing the note.

How the Fund Is Managed

The Manager has been an investment adviser since January, 1960. The Manager and its subsidiaries and
affiliates managed $130 billion in assets as of March 31, 2002, including other Oppenheimer funds, with more than
6.3 million shareholder accounts. The Manager is located at 498 Seventh Avenue, New York, New York 10018.

|X| Portfolio Managers. Since April 23, 2002, the Fund has been managed by a portfolio management team
comprised of investment professionals selected from the Managers fixed-income department. This portfolio
management team is primarily responsible for the day-to-day management of the Funds portfolio. Certain members
of the Funds portfolio management team have portfolio management responsibilities for other Oppenheimer funds.

|X| Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the Manager an advisory fee
at an annual rate that declines on additional assets as the Fund grows: 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, 0.60% on the next $200 million and 0.50% of average annual net assets over $1 billion. The Fund's
management fee for its last fiscal year ended December 31, 2001, was 0.72% of the Funds average annual net
assets for each class of shares.

|X| Possible Conflicts of Interest. The Fund offers its shares to separate accounts of different
insurance companies that are not affiliated with each other, as an investment for their variable annuity,
variable life and other investment product contracts. While the Fund does not foresee any disadvantages to
contract owners from these arrangements, it is possible that the interests of owners of different contracts
participating in the Fund through different separate accounts might conflict. For example, a conflict could arise
because of differences in tax treatment.

The Funds Board has procedures to monitor the portfolio for possible conflicts to determine what action
should be taken. If a conflict occurs, the Board might require one or more participating insurance company
separate accounts to withdraw their investments in the Fund. That could force the Fund to sell securities at
disadvantageous prices, and orderly portfolio management could be disrupted. Also, the Board might refuse to sell
shares of the Fund to a particular separate account, or could terminate the offering of the Funds shares if
required to do so by law or if it would be in the best interests of the shareholders of the Fund to do so.

Investing in the Fund

How to Buy and Sell Shares

Prospectus will indicate whether you are only eligible to purchase Service shares of the Fund. The Fund reserves
the right to refuse any purchase order when the Manager believes it would be in the Funds best interests to do
so.

|X| Market Timers. The Fund has instructed its participating insurance companies that it may restrict or refuse
investments by their separate accounts from market timers. Market timers include persons whose separate
account transactions have, or have attempted (i) an exchange out of the Fund within two weeks of an earlier
exchange request, (ii) exchanges out of the Fund more than twice in any calendar quarter, (iii) an exchange of
Fund shares equal to at least $5 million, or more than 1% of the Funds net assets, or (iv) other transactions in
Fund shares that demonstrated a timing pattern. Separate accounts under common ownership or control are combined
for these limits. There can be no assurance that all such participating insurance companies will be successful in
controlling investments in their respective separate accounts by market timers.

The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Funds designated
agent to receive purchase orders) receives a purchase order from its contract owners to purchase Fund shares on a
regular business day, provided that the Fund receives the order from the insurance company, generally by 9:30
A.M. on the next regular business day at the offices of its Transfer Agent in Colorado.

Classes of Shares. The Fund may offer two different classes of shares. The class of shares designated as
Service shares are subject to a Distribution and Service Plan. The impact of the expenses of the Plan
on Service shares is described below. The class of shares that are not subject to a Plan has no class
name designation. The different classes of shares represent investments in the same portfolio of
securities but are expected to be subject to different expenses and will likely have different share
prices.

How Are Shares Redeemed? As with purchases, only the participating insurance companies that hold Fund shares in
their separate accounts for the benefit of variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract
holders and policy holders should not directly contact the Fund or its transfer agent to request a redemption of
Fund shares. Contract owners should refer to the withdrawal or surrender instructions in the accompanying
prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net asset value per share that is determined after
the participating insurance company (as the Funds designated agent) receives a redemption request on a regular
business day from its contract or policy holder, provided that the Fund receives the order from the insurance
company, generally by 9:30 A.M. the next regular business day at the office of its Transfer Agent in Colorado.
The Fund normally sends payment by Federal Funds wire to the insurance companys account the day after the Fund
receives the order (and no later than 7 days after the Funds receipt of the order). Under unusual circumstances
determined by the Securities and Exchange Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class of shares from net investment income,
if any, on an annual basis, and to pay those dividends in March. Dividends and distributions will generally be
lower for Service shares, which normally have higher expenses. The Fund has no fixed dividend rate and cannot
guarantee that it will pay any dividends.

This information is only a summary of certain federal income tax information about an investment in Fund
shares. You should consult with your tax advisor or your participating insurance company representative about the
effect of an investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Funds financial performance for the past
5 fiscal years. Certain information reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, the
Fund's independent auditors, whose report, along with the Funds financial statements, is included in the
Statement of Additional Information, which is available on request.

Financial Highlights

Year Ended December 31,
2001 2000 1999 1998 1997
=========================================================================================================================

Per Share Operating Data
Net asset value, beginning of period $11.25 $11.52 $12.32 $11.91 $11.63
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .81(1) .94 .88 .72 .76
Net realized and unrealized gain (loss) .03(1) (.29) (1.06) .07 .28
- -------------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations .84 .65 (.18) .79 1.04
- -------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.88) (.92) (.57) (.20) (.72)
Distributions from net realized gain -- -- (.05) (.18) (.04)
- -------------------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders (.88) (.92) (.62) (.38) (.76)
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $11.21 $11.25 $11.52 $12.32 $11.91
====== ====== ====== ====== ======
=========================================================================================================================
Total Return, at Net Asset Value(2) 7.79% 6.10% (1.52)% 6.80% 9.25%
=========================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $693,701 $562,345 $601,064 $655,543 $520,078
- -------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $638,820 $557,873 $633,059 $586,242 $449,760
- -------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 7.93%(1) 7.94% 7.22% 6.31% 6.72%
Expenses 0.77% 0.76% 0.73% 0.74%(4) 0.78%(4)
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 186% 260% 256% 76% 117%

1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
Net investment income $.83
Net realized and unrealized gain $.01
Net investment income ratio 8.06%

2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods less than one full year. Total return
information does not reflect expenses that apply at the separate account level
or to related insurance products. Inclusion of these charges would reduce the
total return figures for all periods shown.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

Oppenheimer Bond Fund/VA

INFORMATION AND SERVICES
For More Information On Oppenheimer Bond Fund/VA
The following additional information about the Fund is available without charge upon request:

How to Get More Information

No one has been authorized to provide any information about the Fund or to make any representations about
the Fund other than what is contained in this Prospectus. This Prospectus is not an offer to sell shares of
the Fund, nor a solicitation of an offer to buy shares of the Fund, to any person in any state or other
jurisdiction where it is unlawful to make such an offer.
The Funds SEC File No.: 811-4108
PR0630.001.0502
Printed on recycled paper.
(OppenheimerFunds logo)
Appendix to Prospectus of
Oppenheimer Bond Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Bond Fund/VA (the "Fund") under the
heading "Annual Total Return (as of 12/31 each year)":

Calendar
Year
Ended Annual Total Returns

12/31/92 6.50%
12/31/93 13.04%
12/31/94 -1.94%
12/31/95 17.00%
12/31/96 4.80%
12/31/97 9.26%
12/31/98 6.80%
12/31/99 -1.52%
12/31/00 6.10%
12/31/01 7.79%

Oppenheimer Strategic Bond Fund/VA
(a series of Oppenheimer Variable Account Fumds)
Supplement dated May 1, 2002 to the
Prospectus dated May 1, 2002

The Prospectus is changed as follows. In the Annual Total Returns chart on page 5, the vertical
axis is revised so that the number between 5% and -5% is 0% (not 20%).

May 1, 2002

Oppenheimer
Strategic Bond Fund/VA
A series of Oppenheimer Variable Account Funds Oppenheimer Strategic Bond Fund/VA is a mutual fund
that seeks a high level of current income principally
Prospectus dated May 1, 2002 derived from interest on debt securities. The Fund
invest mainly in three market sectors: debt securities
of foreign government and companies, U.S. Government
securities, and lower-rated high yield securities of
U.S. and foreign companies.
Shares of the Fund are sold only as the
underlying investment for variable life insurance
policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for
the insurance product you have selected accompanies
this Prospectus and explains how to select shares of
the Fund as an investment under that insurance product,
and whether you are only eligible to purchase Service
shares of the Fund.
This Prospectus contains important information about
the Funds objective, its investment policies,
strategies and risks. Please read this Prospectus (and
your insurance product prospectus) carefully before you
invest and keep them for future reference about your
account.

CONTENTS

ABOUT THE FUND

The Funds Objective and Investment Strategies

Main Risks of Investing in the Fund

The Funds Past Performance

About the Funds Investments

How the Fund is Managed

INVESTING IN THE FUND

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Funds Objective and Investment Strategies

What is the Funds Investment Objective? The Fund seeks a high level of current income principally derived from
interest on debt securities.

What Does the Fund Mainly Invest In? The Fund invests mainly in debt securities of issuers in three market
sectors: foreign governments and companies, U.S. Government securities and lower-grade high-yield securities of
U.S. and foreign companies. Those debt securities typically include:
o short-, medium- and long-term foreign government and U.S. government bonds and notes,
o collateralized mortgage obligations (CMOs),
o other mortgage-related securities and asset-backed securities,
o participation interests in loans,
o "structured" notes,
o lower-grade, high-yield domestic and foreign corporate debt obligations, and
o zero-coupon or stripped securities.

Under normal market conditions, the Fund invests in each of those three market sectors. However, the Fund
is not obligated to do so, and the amount of its assets in each of the three sectors will vary over time. The Fund
can invest up to 100% of its assets in any one sector at any time, if the Fund's investment Manager,
OppenheimerFunds, Inc. (the Manager) believes that in doing so the Fund can achieve its objective without undue
risk. The Fund can invest in securities having short, medium, or long-term maturities and may invest without limit
in lower-grade, high-yield debt obligations, also called junk bonds. Effective July 31, 2002, under normal
market conditions, the Fund invests at least 80% of its net assets (including any borrowings for investment
purposes) in any debt securities.

- -----------------------------------------------------------
What Is A Debt Security? A debt
security is essentially a loan by the buyer
to the issuer of the debt security. The
issuer promises to pay back the principal
amount of the loan and normally pays
interest, at a fixed or variable rate, on the
debt while it is outstanding.
- -----------------------------------------------------------

The Funds foreign investments can include debt securities of issuers in developed markets as well as
emerging markets, which have special risks. The Fund can also use hedging instruments and certain derivative
investments, primarily CMOs and "structured" notes, to try to enhance income or to try to manage investment risks.
These investments are more fully explained in "About the Funds Investments," below.

How Does the Manager Decide What Securities to Buy or Sell? In selecting securities for the Fund, the Funds
portfolio managers analyze the overall investment opportunities and risks in individual national economies. The
portfolio managers overall strategy is to build a broadly-diversified portfolio of debt securities to help
moderate the special risks of investing in high-yield debt instruments and foreign securities. The managers may
try to take advantage of the lack of correlation of price movements that may occur among the three sectors from
time to time. The portfolio managers currently focus on the factors below (some of which may vary in particular
cases and may change over time), looking for:
o Securities offering high current income,
o Overall diversification for the portfolio by seeking securities whose markets and prices tend to move
in different directions, and
o Relative values among the three major market sectors in which the Fund invests.

Who is the Fund Designed For? The Funds shares are available only as an investment option under certain variable
annuity contracts, variable life insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking high current income from a fund that
ordinarily will have substantial investments in both domestic and foreign debt securities. Those investors should
be willing to assume the risks of short-term share price fluctuations that are typical for a fund that invests in
debt securities, particularly high-yield and foreign securities, which have special risks. Since the Funds income
level will fluctuate, it is not designed for investors needing an assured level of current income. Also, the Fund
does not seek capital appreciation. The Fund is designed as a long-term investment for investors seeking an
investment with an overall sector diversification strategy. However, the Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments have some degree of risk. The Fund's investments, in particular, are subject to changes
in their value from a number of factors described below. There is also the risk that poor security selection by
the Manager will cause the Fund to underperform other funds having a similar objective.

The Manager tries to reduce risks by carefully researching securities before they are purchased, and in some cases
by using hedging techniques. The Fund attempts to reduce its exposure to market risks by diversifying its
investments, that is, by not holding a substantial percentage of the securities of any one issuer and by not
investing too great a percentage of the Funds assets in any one issuer. The Funds diversification strategies,
both with respect to securities in different sectors and securities issued by different companies and governments
are intended to help reduce the volatility of the Funds share prices while seeking current income. Also, the Fund
does not concentrate 25% or more of its investments in the securities of any one foreign government or in the debt
and equity securities of companies in any one industry.

However, changes in the overall market prices of securities and the income they pay can occur at any time.
The share price and yield of the Fund will change daily based on changes in market prices of securities and market
conditions, and in response to other economic events.

Credit Risk. Debt securities are subject to credit risk. Credit risk relates to the ability of the issuer of a
security to make interest and principal payments on the security as they become due. If the issuer fails to pay
interest, the Funds income might be reduced, and if the issuer fails to repay principal, the value of that
security and of the Funds shares might be reduced. While the Funds investments in U.S. Government securities are
subject to little credit risk, the Funds other investments in debt securities, particularly high-yield,
lower-grade debt securities, are subject to risks of default.

Special Risks of Lower-Grade Securities. Because the Fund can invest without limit in securities below investment
grade to seek high current income, the Funds credit risks are greater than those of funds that buy only
investment-grade bonds. Lower-grade debt securities may be subject to greater market fluctuations and
greater risks of loss of income and principal than investment-grade debt securities. Securities that are
(or that have fallen) below investment grade are exposed to a greater risk that the issuers of those
securities might not meet their debt obligations. The market for these securities may be less liquid,
making it difficult for the Fund to sell them quickly at an acceptable price. These risks can reduce the
Funds share prices and the income it earns.

Risks of Foreign Investing. The Fund can invest its assets without limit in foreign government and corporate debt
securities and can buy securities of governments and companies in both developed markets and emerging markets. The
Fund normally invests significant amounts of its assets in foreign securities. While foreign securities offer
special investment opportunities, there are also special risks that can reduce the Funds share prices and
returns.

The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S.
dollar value of securities denominated in that foreign currency. Currency rate changes can also affect the
distributions the Fund makes from the income it receives from foreign securities as foreign currency values change
against the U.S. dollar. Foreign investing can result in higher transaction and operating costs for the Fund.
Foreign issuers are not subject to the same accounting and disclosure requirements that U.S. companies are subject
to.

Special Risks of Emerging and Developing Markets. Securities of issuers in emerging and developing markets may
offer special investment opportunities but present risks not found in more mature markets. Those
securities may be more difficult to sell at an acceptable price and their prices may be more volatile than
securities of issuers in more developed markets. Settlements of trades may be subject to greater delays so
that the Fund may not receive the proceeds of a sale of a security on a timely basis.

These countries might have less developed trading markets and exchanges. Emerging market countries may
have less developed legal and accounting systems and investments may be subject to greater risks of
government restrictions on withdrawing the sales proceeds of securities from the country. Economies of
developing countries may be more dependent on relatively few industries that may be highly vulnerable to
local and global changes. Governments may be more unstable and present greater risks of nationalization or
restrictions on foreign ownership of securities of local companies. These investments may be substantially
more volatile than debt securities of issuers in the U.S. and other developed countries and may be very
speculative.

INTEREST RATE RISKS. The prices of debt securities, including U.S. Government securities, are subject to change
when prevailing interest rates change. When interest rates fall, the values of already-issued debt securities
generally rise. When interest rates rise, the values of already-issued debt securities generally fall, and they
may sell at a discount from their face amount. The magnitude of these fluctuations will often be greater for
longer-term debt securities than shorter-term debt securities. The Funds share prices can go up or down when
interest rates change because of the effect of the changes on the value of the Funds investments in debt
securities. Also, if interest rates fall, the Funds investments in newly issued securities with lower yields will
reduce the Funds income.

PREPAYMENT RISK. Prepayment risk is the risk that the issuer of a security can prepay the principal prior to the
securitys expected maturity. The prices and yields of mortgage-related securities are determined, in part, by
assumptions about the cash flows from the rate of payments of the underlying mortgages. Changes in interest rates
may cause the rate of expected prepayments of those mortgages to change. In general, prepayments increase when
general interest rates fall and decrease when general interest rates rise. Securities subject to prepayment risk,
including the mortgage-related securities that the Fund buys, have greater potential for losses when interest
rates rise than other types of debt securities.

The impact of prepayments on the price of a security may be difficult to predict and may increase the volatility
of the price. Interest-only and principal-only stripped securities can be particularly volatile when interest
rates change. If the Fund buys mortgage-related securities at a premium, accelerated prepayments on those
securities could cause the Fund to lose a portion of its principal investment represented by the premium the Fund
paid.

If prepayments of mortgages underlying a CMO occur faster than expected when interest rates fall, the market value
and yield of the CMO could be reduced. If interest rates rise rapidly, prepayments may occur at slower rates than
expected, which could have the effect of lengthening the expected maturity of a short- or medium-term security.
That could cause the value of the security to fluctuate more widely in response to changes in interest rates and
this could cause the value of the Funds shares to fall.

SECTOR ALLOCATION RISKS. The Manager's expectations about the relative performance of the three principal sectors
in which the Fund invests may be inaccurate, and the Fund's returns might be less than other funds using similar
strategies.

RISK OF DERIVATIVE INVESTMENTS. The Fund can use derivatives to seek increased income or to try to hedge
investment risks. In general terms, a derivative investment is an investment contract whose value depends on (or
is derived from) the value of an underlying asset, interest rate or index. Options, futures, forwards, interest
rate swaps, structured notes and CMOs are examples of derivatives the Fund can use.

If the issuer of the derivative does not pay the amount due, the Fund can lose money on the investment. Also, the
underlying security or investment on which the derivative is based, and the derivative itself, might not perform
the way the Manager expected it to perform. If that happens, the Funds share price could decline or the Fund
could get less income than expected. The Fund has limits on the amount of particular types of derivatives it can
hold. However, using derivatives can cause the Fund to lose money on its investment and/or increase the volatility
of its share prices.

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form the overall risk profile of the Fund
and can affect the value of the Fund's investments, its investment performance and its price per share. Particular
investments and investment strategies also have risks. These risks mean that you can lose money by investing in
the Fund. When you redeem your shares, they may be worth more or less than what you paid for them. There is no
assurance that the Fund will achieve its investment objective.

In the short term, the values of debt securities can fluctuate substantially because of interest rate changes.
Foreign debt securities, particularly those of issuers in emerging markets, and high yield securities can be
volatile, and the price of the Funds shares can go up and down substantially because of events affecting foreign
markets or issuers or events affecting the high yield market. The Funds sector and security diversification
strategy may help cushion the Funds shares prices from that volatility, but debt securities are subject to other
credit and interest rate risks that can affect their values and the share prices of the Fund. The Fund generally
has more risks than bond funds that focus on U. S. Government securities and investment-grade bonds but may be
less volatile than bond funds that focus solely on investments in a single foreign sector, such as emerging
markets.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

The Funds Past Performance

The bar chart and table below show one measure of the risks of investing in the Fund, by showing changes
in the Funds performance from year to year since the Funds inception by showing how the average annual total
returns of the Funds shares compare to those of broad-based market indices. The Funds past investment
performance is not necessarily an indication of how the Fund will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/02 through 3/31/02, the Fund's cumulative return (not annualized) was 1.57%. Charges
imposed by the separate accounts that invest in the Fund are not included in the calculations of return in this
bar chart, and if those charges were included, the returns would be less than those shown.
During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was 5.90%
(2nd Q 95) and the lowest return (not annualized) for a calendar quarter was 3.70% (1st Q 94).

The Fund's returns in the table measure the performance of a hypothetical account without deducting charges
imposed by the separate accounts that invest in the Fund and assume that all dividends and capital gains
distributions have been reinvested in additional shares. Because the Fund invests in a variety of domestic and
foreign corporate and government debt securities, the Funds performance is compared to the Lehman Brothers
Aggregate Bond Index, an unmanaged index of U.S. corporate and government bonds, and to the Salomon Brothers
World Government Bond Index, an unmanaged index of debt securities of major foreign governments. However, it
must be remembered that the index performance reflects the reinvestment of income but does not consider the
effects of transaction costs. Also, the Fund may have investments that vary from the index.

1. From 4/30/93.
2. Performance for the Service Share class would have been lower if the 0.10% increase in the service fee for that
class, effective May 1, 2002, had occurred during the period shown above. The total return shown is cumulative.

The Fund's total returns should not be expected to be the same as the returns of other Oppenheimer funds, even if
both funds have the same portfolio managers and/or similar names.

About the Funds Investments

THE FUNDS PRINCIPAL INVESTMENT POLICIES. The allocation of the Funds portfolio among the different types of
permitted investments will vary over time based upon the Managers evaluation of economic and market trends. At
times the Fund might emphasize investments in one or two sectors because of the Managers evaluation of the
opportunities for high current income from debt securities in those sectors relative to other sectors. The Fund's
portfolio might not always include all of the different types of investments described below. The Statement of
Additional Information contains more detailed information about the Funds investment policies and risks.

The Fund can invest in different types of debt securities described below. A debt security is essentially
a loan by the buyer to the issuer of the debt security. The issuer promises to pay back the principal amount of
the loan and normally pays interest, at a fixed or variable rate, on the debt while it is outstanding. The debt
securities the Fund buys may be rated by nationally recognized rating organizations or they may be unrated
securities assigned an equivalent rating by the Manager. The Funds investments may be investment grade or below
investment grade in credit quality and the Fund can invest without limit in below investment-grade debt
securities, commonly called junk bonds. These typically offer higher yields than investment grade bonds,
because investors assume greater risks of default of these securities. The ratings definitions of the principal
national rating organizations are included in Appendix A to the Statement of Additional Information.

o U.S. Government Securities. The Fund can invest in securities issued or guaranteed by the U.S. Treasury
or other government agencies or federally-chartered corporate entities referred to as instrumentalities.
These are referred to as U.S. Government securities in this Prospectus.

o U.S. Treasury Obligations. These include Treasury bills (which have maturities of one year or less when
issued), Treasury notes (which have maturities of from one to ten years when issued), and Treasury bonds
(which have maturities of more than ten years when issued). Treasury securities are backed by the full
faith and credit of the United States as to timely payments of interest and repayments of principal. The
Fund can also buy U. S. Treasury securities that have been stripped of their coupons by a Federal
Reserve Bank, zero-coupon U.S. Treasury securities described below, and Treasury Inflation-Protection
Securities (TIPS).

o Obligations Issued or Guaranteed by U.S. Government Agencies or Instrumentalities. These include direct
obligations and mortgage-related securities that have different levels of credit support from the U.S.
Government. Some are supported by the full faith and credit of the U.S. Government, such as Government
National Mortgage Association pass-through mortgage certificates (called Ginnie Maes). Some are
supported by the right of the issuer to borrow from the U.S. Treasury under certain circumstances, such as
Federal National Mortgage Association bonds (Fannie Maes). Others are supported only by the credit of
the entity that issued them, such as Federal Home Loan Mortgage Corporation obligations (Freddie Macs).

o Mortgage-Related U.S. Government Securities. The Fund can buy interests in pools of residential or
commercial mortgages, in the form of collateralized mortgage obligations (CMOs) and other pass-through
mortgage securities. CMOs that are U.S. Government securities have collateral to secure payment of
interest and principal. They may be issued in different series each having different interest rates and
maturities. The collateral is either in the form of mortgage pass-through certificates issued or
guaranteed by a U.S. agency or instrumentality or mortgage loans insured by a U.S. Government agency. The
Fund can have substantial amounts of its assets invested in mortgage-related U.S. Government securities.

The prices and yields of CMOs are determined, in part, by assumptions about the cash flows from the rate
of payments of the underlying mortgages. Changes in interest rates may cause the rate of expected
prepayments of those mortgages to change. In general, prepayments increase when general interest rates
fall and decrease when interest rates rise.

If prepayments of mortgages underlying a CMO occur faster than expected when interest rates fall, the
market value and yield of the CMO could be reduced. When interest rates rise rapidly, if prepayments
occur more slowly than expected, a short- or medium-term CMO can in effect become a long-term security,
subject to greater fluctuations in value. These prepayment risks can make the prices of CMOs very volatile
when interest rates change. The prices of longer-term debt securities tend to fluctuate more than those of
shorter-term debt securities. That volatility will affect the Funds share prices.

Lower-grade debt securities are those rated below Baa by Moodys Investors Service, Inc. or lower than
BBB by Standard & Poors Rating Service or that have similar ratings by other nationally-recognized
rating organizations. The Fund can invest in securities rated as low as C or D, in unrated bonds or
bonds which are in default at the time the Fund buys them. While securities rated Baa by Moodys or
BBB by S&P are considered investment grade, they have some speculative characteristics.

The Manager does not rely solely on ratings issued by rating organizations when selecting investments for
the Fund. The Fund can buy unrated securities that offer high current income. The Manager assigns a rating
to an unrated security that is equivalent to the rating of a rated security that the Manager believes
offers comparable yields and risks.

Private-Issuer Mortgage-Backed Securities. The Fund can invest a substantial portion of its assets in
mortgage-backed securities issued by private issuers, which do not offer the credit backing of U.S.
Government securities. Primarily these include multi-class debt or pass-through certificates secured by
mortgage loans. They may be issued by banks, savings and loans, mortgage bankers and other
non-governmental issuers. Private issuer mortgage-backed securities are subject to the credit risks of the
issuers (as well as the interest rate risks and prepayment risks of CMOs, discussed above), although in
some cases they may be supported by insurance or guarantees.

Asset-Backed Securities. The Fund can buy asset-backed securities, which are fractional interests in pools of
loans collateralized by the loans or other assets or receivables. They are issued by trusts and special
purpose corporations that pass the income from the underlying pool to the buyer of the interest. These
securities are subject to the risk of default by the issuer as well as by the borrowers of the underlying
loans in the pool, as well as interest rate and prepayment risks.

Foreign Securities. The Fund can buy a variety of debt securities issued by foreign governments and companies, as
well as supra-national entities, such as the World Bank. They can include bonds, debentures, and notes,
including derivative investments called "structured" notes, described below. The Funds foreign debt
investments can be denominated in U.S. dollars or in foreign currencies. The Fund will buy foreign
currency only in connection with the purchase and sale of foreign securities and not for speculation.

o Investments in Emerging and Developing Markets. The Fund can buy Brady Bonds, which are U.S.-dollar
denominated debt securities collateralized by zero-coupon U.S. Treasury securities. They are
typically issued by emerging markets countries and are considered speculative securities with higher
risks of default.

SPECIAL PORTFOLIO DIVERSIFICATION REQUIREMENTS. To enable a variable annuity or variable life insurance contract
based on an insurance company separate account to qualify for favorable tax treatment under the Internal Revenue
Code, the underlying investments must follow special diversification requirements that limit the percentage of
assets that can be invested in securities of particular issuers. The Funds investment program is managed to meet
those requirements, in addition to other diversification requirements under the Internal Revenue Code and the
Investment Company Act that apply to publicly-sold mutual funds.

CAN THE FUNDS INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Funds Board of Trustees can change non-fundamental
investment policies without shareholder approval, although significant changes will be described in amendments to
this Prospectus. Shareholders will receive 60 days advance notice of any changes in the 80% requirement described
above under What Does The Fund Mainly Invest In? Fundamental policies are those that cannot be changed without
the approval of a majority of the Funds outstanding voting shares. The Funds investment objective is a
fundamental policy. Other investment restrictions that are fundamental policies are listed in the Statement of
Additional Information. An investment policy is not fundamental unless this Prospectus or the Statement of
Additional Information says that it is.

Portfolio Turnover. The Fund may engage in short-term trading to try to achieve its objective. Portfolio turnover
affects brokerage and transaction costs the Fund pays. The Financial Highlights table below shows the Funds
portfolio turnover rates during prior fiscal years.

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Manager might not always use all of the different types of techniques and
investments described below. These techniques involve certain risks, although some are designed to help reduce
investment or market risks.

Zero-Coupon and Stripped Securities. Some of the government and corporate debt securities the Fund buys are
zero-coupon bonds that pay no interest. They are issued at a substantial discount from their face value.
Stripped securities are the separate income or principal components of a debt security. Some CMOs or
other mortgage-related securities may be stripped, with each component having a different proportion of
principal or interest payments. One class might receive all the interest and the other all the principal
payments.

Zero-coupon and stripped securities are subject to greater fluctuations in price from interest rate
changes than conventional interest-bearing securities. The Fund may have to pay out the imputed income on
zero-coupon securities without receiving the actual cash currently. The Fund can invest up to 50% of its
total assets in zero-coupon securities issued by either the U.S. Treasury or companies.

The values of interest-only and principal only mortgage-related securities are also very sensitive to
prepayments of underlying mortgages. Principal-only securities are also sensitive to prepayment of
underlying mortgages and changes in interest rates. When prepayments tend to fall, the timing of the cash
flows to these securities increases, making them more sensitive to changes in interest rates. The market
for some of these securities may be limited, making it difficult for the Fund to dispose of its holdings
at an acceptable price.

Participation Interests in Loans. These securities represent an undivided fractional interest in a loan obligation
by a borrower. They are typically purchased from banks or dealers that have made the loan or are members
of the loan syndicate. The loans may be to foreign or U.S. companies. The Fund does not invest more than
5% of its net assets in participation
interests of any one borrower. They are subject to the risk of default by the borrower. If the borrower
fails to pay interest or repay principal, the Fund can lose money on its investment.

Illiquid and Restricted Securities. Investments may be illiquid because there is no active trading market for
them, making it difficult to value them or dispose of them promptly at an acceptable price. A restricted
security is one that has a contractual restriction on its resale or which cannot be sold publicly until it
is registered under the Securities Act of 1933. The Fund will not invest more than 15% of its net assets
in illiquid or restricted securities. Certain restricted securities that are eligible for resale to
qualified institutional purchasers may not be subject to that limit. The Manager monitors holdings of
illiquid securities on an ongoing basis to determine whether to sell any holdings to maintain adequate
liquidity.

Derivative Investments. The Fund can invest in a number of different kinds of derivative investments. In general
terms, a derivative investment is an investment contract whose value depends on (or is derived from) the
value of an underlying asset, interest rate or index. In the broadest sense, options, futures contracts,
and other hedging instruments the Fund might use may be considered derivative investments. In addition
to using derivatives for hedging, the Fund might use other derivative investments because they offer the
potential for increased income. The Fund currently does not use derivatives to a significant degree and is
not required to use them in seeking its objective.

Derivatives have risks. If the issuer of the derivative investment does not pay the amount due, the Fund
can lose money on the investment. The underlying security or investment on which a derivative is based,
and the derivative itself, may not perform the way the Manager expected it to. As a result of these risks
the Fund could realize less principal or income from the investment than expected or its hedge might be
unsuccessful. As a result, the Funds share prices could fall. Certain derivative investments held by the
Fund might be illiquid.

o Structured Notes. The Fund can buy structured notes, which are specially-designed derivative debt
investments. Their principal payments or interest payments are linked to the value of an index (such
as a currency or securities index) or commodity. The terms of the instrument may be structured by
the purchaser (the Fund) and the borrower issuing the note.

The value of these notes will fall or rise in response to the changes in the values of the underlying
security or index. They are subject to both credit and interest rate risks and therefore the Fund could
receive more or less than it originally invested when the notes mature, or it might receive less interest
than the stated coupon payment if the underlying investment or index does not perform as anticipated. The
prices of these notes may be very volatile and they may have a limited trading market, making it difficult
for the Fund to sell its investment at an acceptable price.

o Hedging. The Fund can buy and sell futures contracts, put and call options, and forward contracts.
These are all referred to as hedging instruments. The Fund is not required to use other hedging
instruments to seek its objective. The Fund does not use hedging instruments for speculative purposes and
has limits on its use of them.

The Fund could buy and sell options, futures and forward contracts for a number of purposes. It might do
so to try to hedge against falling prices of its portfolio securities or to establish a position in the
securities market as a temporary substitute for purchasing individual securities. It might do so to try
to manage its exposure to changing interest rates. Forward contracts and currency options can be used to
try to manage foreign currency risks on the Funds foreign investments. The Fund could write covered call
options to seek cash for liquidity purposes or to distribute to shareholders.

Options trading involves the payment of premiums and has special tax effects on the Fund. If a covered
call written by the Fund is exercised on an investment that has increased in value, the Fund will be
required to sell the investment at the call price and will not be able to realize any profit if the
investment has increased in value above the call price. There are also special risks in particular
hedging strategies. If the Manager used a hedging instrument at the wrong time or judged market conditions
incorrectly, the strategy could reduce the Funds return. The Fund could also experience losses if the
prices of its futures and options positions were not correlated with its other investments or if it could
not close out a position because of an illiquid market.

Temporary Defensive and Interim Investments. In times of unstable adverse market or economic conditions, the Fund
can invest up to 100% of its assets in temporary investments that are inconsistent with the Funds principal
investment strategies. Generally they would be cash or cash equivalents, such as U.S. Treasury Bills and other
short-term U.S. government obligations or high-grade commercial paper. To the extent the Fund invests defensively
in these securities, it might not achieve its investment objectives.

How the Fund Is Managed

THE MANAGER. The Funds investment Manager, OppenheimerFunds, Inc., chooses the Fund's investments and 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 that 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.

The Manager has been an investment adviser since 1960 and currently manages investment companies including
other Oppenheimer funds. The Manager and its subsidiaries and affiliates managed $130 billion in assets as of
March 31, 2002 including other Oppenheimer funds, with more than 6.3 million shareholder accounts. The Manager is
located at 498 Seventh Avenue, New York, New York 10018.

Portfolio Managers. The portfolio managers of the Fund are David P. Negri and Arthur P. Steinmetz. They have been
the persons principally responsible for the day-to-day management of the Funds portfolio since its
inception in May 1993. Both are Vice Presidents of the Fund and Senior Vice Presidents of the Manager.
They also serve as officers and portfolio managers for other Oppenheimer funds. Mr. Steinmetz has been
employed by the Manager since 1986, and Mr. Negri, since 1989.

Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the Manager an advisory fee at an annual
rate that declines on additional assets as the Fund grows: 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, 0.60% on the next $200 million and 0.50% of average annual net assets over $1 billion. The Fund's
management fee for its last fiscal year ended December 31, 2001, was 0.74% of the Funds average annual
net assets for each class of shares.

INVESTING IN THE FUND

How to Buy and Sell Shares

HOW ARE SHARES PURCHASED? Shares of the Fund may be purchased only by separate investment accounts of
participating insurance companies as an underlying investment for variable life insurance policies, variable
annuity contracts or other investment products. Individual investors cannot buy shares of the Fund directly.
Please refer to the accompanying prospectus of the participating insurance company for information on how to
select the Fund as an investment option for that variable life insurance policy, variable annuity or other
investment product. That Prospectus will indicate whether you are only eligible to purchase Service shares of the
Fund. The Fund reserves the right to refuse any purchase order when the Manager believes it would be in the Funds
best interests to do so.

- --------------------------------------------------------------------------------------------------------------------
Information about your investment in the Fund through your variable annuity contract, variable life insurance
policy or other plan can be obtained only from your participating insurance company or its servicing agent. The
Funds Transfer Agent does not hold or have access to those records. Instructions for buying or selling shares of
the Fund should be given to your insurance company or its servicing agent, not directly to the Fund or its
Transfer Agent.
- --------------------------------------------------------------------------------------------------------------------

AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price, which is the net asset value per share.
The Fund does not impose any sales charge on purchases of its shares. If there are any charges imposed under the
variable annuity, variable life or other contract through which Fund shares are purchased, they are described in
the accompanying prospectus of the participating insurance company.

The net asset value per share is determined by dividing the value of the Funds net assets attributable to
a class by the number of shares of that class that are outstanding. To determine net asset value, the Funds Board
of Trustees has established procedures to value the Funds securities, in general, based on market value. The
Board has adopted special procedures for valuing illiquid and restricted securities and obligations for which
market values cannot be readily obtained. Because some foreign securities trade in markets and on exchanges that
operate on weekends and U.S. holidays, the values of some of the Funds foreign investments may change on days
when investors cannot buy or redeem Fund shares.

If, after the close of the principal market on which a security held by the Fund is traded, and before the
time the Funds securities are priced that day, an event occurs that the Manager deems likely to cause a material
change in the value of such security, the Funds Board of Trustees has authorized the Manager, subject to the
Boards review, to ascertain a fair value for such security.

The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Funds designated
agent to receive purchase orders) receives a purchase order from its contract owners to purchase Fund shares on a
regular business day, provided that the Fund receives the order from the insurance company, generally by 9:30 A.M.
on the next regular business day at the offices of its Transfer Agent in Denver, Colorado.

CLASSES OF SHARES. The Fund offers two different classes of shares. The class designated as Service shares are
subject to a Distribution and Service Plan. The impact of the expenses of the Plan on Service shares is described
below. The class of shares that are not subject to a Plan has no class name designation. The different classes
of shares represent investments in the same portfolio of securities but are expected to have different expenses
and share prices.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan for Service
shares to pay the distributor, for distribution related services for the Funds Service shares. Under the Plan,
payments are made quarterly at an annual rate of up to 0.25% of the average annual net assets of Service shares of
the Fund. The distributor currently uses all of those fees to compensate sponsor(s) of the insurance product that
offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners
that hold Service shares. The impact of the service plan is to increase operating expenses of the Service shares,
which results in lower performance compared to the Funds shares that are not subject to a service fee.

HOW ARE SHARES REDEEMED? As with purchases, only the participating insurance companies that hold Fund shares in
their separate accounts for the benefit of variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund shares. Contract owners should refer to the
withdrawal or surrender instructions in the accompanying prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net asset value per share that is
determined after the participating insurance company (as the Funds designated agent) receives a redemption
request on a regular business day from its contract or policy holder, provided that the Fund receives the order
from the insurance company, generally by 9:30 A.M. the next regular business day at the office of its Transfer
Agent in Denver, Colorado. The Fund normally sends payment by Federal Funds wire to the insurance companys
account the day after the Fund receives the order (and no later than 7 days after the Funds receipt of the
order). Under unusual circumstances determined by the Securities and Exchange Commission, payment may be delayed
or suspended.

Dividends, Capital Gains and Taxes

DIVIDENDS. The Fund intends to declare dividends separately for each class of shares from net investment income,
if any, on an annual basis and to pay those dividends in March. Dividends and distributions will generally be
lower for Service shares, which normally have higher expenses. The Fund has no fixed dividend rate and cannot
guarantee that it will pay any dividends.

CAPITAL GAINS. The Fund may realize capital gains on the sale of portfolio securities. If it does, it may make
distributions out of any net short-term or long-term capital gains in March of each year. The Fund may make
supplemental distributions of dividends and capital gains following the end of its fiscal year. There can be no
assurance that the Fund will pay any capital gains distributions in a particular year.

TAXES. For a discussion of the tax status of a variable annuity contract, a variable life insurance policy or
other investment product of a participating insurance company, please refer to the accompanying prospectus of your
participating insurance company. Because shares of the Fund may be purchased only through insurance company
separate accounts for variable
annuity contracts, variable life insurance policies or other investment products, dividends paid by the Fund from
net investment income and distributions (if any) of net realized short-term and long-term capital gains will be
taxable, if at all, to the participating insurance company.

This information is only a summary of certain federal income tax information about an investment in Fund
shares. You should consult with your tax advisor or your participating insurance company representative about the
effect of an investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Funds financial performance for the past 5
fiscal years. Certain information reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, the
Fund's independent auditors, whose report, along with the Funds financial statements, is included in the
Statement of Additional Information, which is available on request.

Financial Highlights

Year Ended December 31,
Non-Service shares 2001 2000 1999 1998 1997
- -----------------------------------------------------------------------------------------------------

Per Share Operating Data
Net asset value, beginning of period $4.69 $4.97 $5.12 $5.12 $5.09
- -----------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .41(1) .41 .45 .39 .39
Net realized and unrealized gain (loss) (.19)(1) (.28) (.31) (.24) .04

- -----------------------------------------------------------------------------------------------------
Total income (loss) from investment operations .22 .13 .14 .15 .43
- -----------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.29) (.41) (.29) (.09) (.39)
Distributions from net realized gain -- -- -- (.06) (.01)
- -----------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders (.29) (.41) (.29) (.15) (.40)
- -----------------------------------------------------------------------------------------------------
Net asset value, end of period $4.62 $4.69 $4.97 $5.12 $5.12
===== ===== ===== ===== =====
=====================================================================================================
Total Return, at Net Asset Value(2) 4.85% 2.63% 2.83% 2.90% 8.71%
=====================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $351,686 $304,562 $282,086 $279,200 $207,839
- -----------------------------------------------------------------------------------------------------
Average net assets (in thousands) $330,711 $289,923 $278,668 $250,227 $159,934
- -----------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 8.78%(1) 9.23% 9.08% 8.17% 8.23%
Expenses 0.79% 0.79% 0.78% 0.80%(4) 0.83%(4)
- -----------------------------------------------------------------------------------------------------
Portfolio turnover rate 104% 104% 81% 134% 150%

1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
Net investment income $ .42
Net realized and unrealized gain (loss) $(.20)
Net investment income ratio 9.01%
2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods of less than one full year. Total return
information does not reflect expenses that apply at the separate account level
or to related insurance products. Inclusion of these charges would reduce the
total return figures for all periods shown.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

Oppenheimer Strategic Bond Fund/VA

Financial Highlights (Continued)

Period Ended
Service shares December 31, 2001(1)
==================================================================

Per Share Operating Data
Net asset value, beginning of period $4.64
- ------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .15(2)
Net realized and unrealized gain (loss) (.06)(2)
- ------------------------------------------------------------------
Total income (loss) from investment operations .09
- ------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
Distributions from net realized gain --
- ------------------------------------------------------------------
Total dividends and/or distributions to shareholders --
- ------------------------------------------------------------------
Net asset value, end of period $4.73
=====
==================================================================
Total Return, at Net Asset Value(3) 1.94%
==================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $4
- ------------------------------------------------------------------
Average net assets (in thousands) $2
- ------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income 8.17%(2)
Expenses 0.92%
- ------------------------------------------------------------------
Portfolio turnover rate 104%

1. For the period from March 19, 2001 (inception of offering) to December 31,
2001.
2. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
Net investment income Change less than $0.005 per share
Net realized and unrealized gain Change less than $0.005 per share
Net investment income ratio 8.40%
3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business
day of the fiscal period. Total returns are not annualized for periods less
than one full year. Total return information does not reflect expenses that
apply at the separate account level or to related insurance products. Inclusion
of these charges would reduce the total return figures for all periods shown.
4. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

Oppenheimer Strategic Bond Fund/VA

INFORMATION AND SERVICES
For More Information On Oppenheimer Strategic Bond Fund/VA

The following additional information about the Fund is available without charge upon request:

Statement of Additional Information
This document includes additional information about the Funds investment policies, risks, and operations. It
is incorporated by reference into this Prospectus (which means it is legally part of this Prospectus).

- ------------------------------------------------

How to Get More Information

- ------------------------------------------------
You can request the Statement of Additional
Information, the Annual and Semi-Annual
Reports, the notice explaining the Funds
privacy policy and other information about the
Fund or instructions on how to contact the
sponsor of your insurance product:

- ------------------------------------------------
- ------------------------------------------------

By Telephone
Call OppenheimerFunds Services toll-free:
1.800.981.2871

- ------------------------------------------------
- ------------------------------------------------

By Mail
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
Information about the Fund, including the
Statement of Additional Information, can be
reviewed and copies at the SECs Public
Reference Room in Washington, D.C. Information
on the operation of the Public Reference
Library may be obtained by calling the SEC at
202.942.8090. Reports and other information
about the Fund are available on the EDGAR
database on the SECs Internet website at
www.sec.gov. Copies may be obtained after
payment of a duplicating fee by electronic
request at the SECs e-mail address:
publicinfo@sec.gov or by writing to the SECs
Public Reference Section, Washington, D.C.
20549-0102.

No one has been authorized to provide any
information about the Fund or to make any
representations about the Fund other than what
is contained in this Prospectus. This
Prospectus is not an offer to sell shares of
the Fund, nor a solicitation of an offer to buy
shares of the Fund, to any person in any state
or other jurisdiction where it is unlawful to
make such an offer.
The Funds SEC File No.: 811-4108
PR0265.001.0502
Printed on recycled paper.
(OppenheimerFunds logo)
Appendix to Prospectus of
Oppenheimer Strategic Bond Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the
Prospectus of Oppenheimer Strategic Bond
Fund/VA (the "Fund") under the heading "Annual
Total Return (as of 12/31 each year)":

A bar chart will be included in the
Prospectus of the Fund depicting the annual
total returns of a hypothetical $10,000
investment in shares of the Fund for each of
the most recent calendar years, without
deducting separate account expenses. Set forth
below are the relevant data that will appear on
the bar chart:

Calendar
Year
Ended
Annual Total Returns

12/31/94
- - 3.78%

12/31/95
15.33%

12/31/96
12.07%

12/31/97
8.71%

12/31/98
2.90%

12/31/99
2.83%

12/31/00
2.63%

12/31/01
4.85%

Oppenheimer
Aggressive Growth Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 2002

Oppenheimer Aggressive Growth Fund/VA is a mutual fund
that seeks capital appreciation by investing in growth
type companies. It currently emphasizes investments in
stocks of mid-cap companies.
Shares of the Fund are sold only as the
underlying investment for variable life insurance
policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for
the insurance product you have selected accompanies
this Prospectus and explains how to select shares of
the Fund as an investment under that insurance product,
and whether you are only eligible to purchase Service
shares of the Fund.
This Prospectus contains important
information about the Funds objective, its investment
policies, strategies and risks. Please read this
Prospectus (and your insurance product prospectus)
carefully before you invest and keep them for future
reference about your account.

(OppenheimerFunds logo)

CONTENTS

ABOUT THE FUND

The Funds Investment Objective and Strategies

Main Risks of Investing in the Fund

The Funds Past Performance

About the Funds Investments

How the Fund is Managed

INVESTING IN THE FUND

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

ABOUT THE FUND

The Funds Investment Objective and Strategies

What is the Funds Investment Objective? The Fund seeks capital appreciation by investing in growth type
companies.

What Does the Fund Mainly Invest In? The Fund invests mainly in equity securities, such as common stocks and can
invest in other equity securities, such as preferred stocks and securities convertible into common stocks. The
Fund emphasizes investments in companies believed by the investment manager, OppenheimerFunds, Inc. (the
Manager) to have significant growth potential. Growth companies can include established companies entering a
growth cycle in their business, as well as newer companies. The Fund can invest in securities of issuers of all
market capitalization ranges, but currently focuses on stocks of "mid-cap" issuers (currently those issuers
between $2.5 billion and $11.5 billion). The Fund can invest in domestic and foreign companies, although most of
its investments are in stocks of U.S. companies.

How Do the Portfolio Managers Decide What Securities to Buy or Sell? The Fund's portfolio managers look
for high-growth companies using a "bottom-up" stock selection process. The "bottom-up" approach focuses on
fundamental analysis of individual issuers before considering overall economic, market or industry trends. The
stock selection process includes analysis of other business and economic factors that might contribute to the
company's stock appreciation.

The portfolio managers also look for companies with revenues growing at above-average rates that might
support and sustain above-average earnings, and companies whose revenue growth is primarily driven by strength in
unit volume sales. While this process and the inter-relationship of the factors used may change over time, and
its implementation may vary in particular cases, the portfolio managers currently search primarily for stocks of
companies having the following characteristics:

what the portfolio managers believe to be a high rate of sustainable earnings growth;
undiscovered and undervalued emerging growth characteristics;
innovative management and strong leadership positions in unique market niches; and/or
an expectation of better-than-anticipated earnings or positive earnings forecasts.

If the portfolio managers discern a slowdown in the company's internal revenue growth or earnings growth
or a negative movement in the company's fundamental economic condition, they will consider selling that stock if
there are other investment alternatives that offer what they believe to be better appreciation possibilities.

Who is the Fund Designed For? The Funds shares are available only as an investment option under certain variable
annuity contracts, variable life insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking capital growth in their investment
over the long term. Those investors should be willing to assume the greater risks of short-term share price
fluctuations that are typical for an aggressive growth fund focusing on common stock investments. The Fund does
not seek current income and it is not designed for investors needing assured levels of current income or
preservation of capital. The Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments have some degree of risk. The Fund's investments are subject to changes in their value
from a number of factors described below. There is also the risk that poor security selection by the Manager will
cause the Fund to underperform other funds having a similar objective.

However, changes in the overall market prices of securities can occur at any time. The share prices of the
Fund will change daily based on changes in market prices of securities and market conditions, and in response to
other economic events.

Risks of Investing in Stocks. Stocks fluctuate in price, and their short-term volatility at times may be
great. Because the Fund currently focuses its investments primarily in common stocks and other equity securities
for capital appreciation, the value of the Funds portfolio will be affected by changes in the stock markets.
Market risk will affect the Funds net asset values per share, which will fluctuate as the values of the Funds
portfolio securities change. A variety of factors can affect the price of a particular stock and the prices of
individual stocks do not all move in the same direction uniformly or at the same time. Different stock markets may
behave differently from each other.

Stocks of growth companies may provide greater opportunities for capital appreciation but may be more
volatile than other stocks. Securities in the Funds portfolio may not increase as much as the market as a whole.
Growth stocks may at times be favored by the market and at other times may be out of favor. Some securities may be
inactively traded, and therefore, may not be readily bought or sold. Although some growth stocks may appreciate
quickly, investors should not expect that investments of the Fund will appreciate rapidly. Some investments should
be expected to decline in value.

Other factors can affect a particular stocks price, such as poor earnings reports by the issuer, loss of
major customers, major litigation against the issuer, or changes in government regulations affecting the issuer.
The Fund invests primarily in securities of mid-cap companies but may also invest in small and large-size
companies. Small and mid-cap companies may have more volatile stock prices than large companies.

|X| Industry and Sector Focus. At times the Fund may increase the relative emphasis of its investments in a
particular industry or sector. The prices of stocks of issuers in a particular industry or sector may go up and
down in response to changes in economic conditions, government regulations, availability of basic resources or
supplies, or other events that affect that industry or sector more than others. To the extent that the Fund
increases the relative emphasis of its investments in a particular industry or sector, its share values may
fluctuate in response to events affecting that industry or sector. To some extent that risk may be limited by the
Funds policy of not concentrating 25% or more of its total assets in investments in any one industry.

|X| Risks of Growth Stocks. Stocks of growth companies, particularly newer companies, may offer opportunities
for greater capital appreciation but may be more volatile than stocks of larger, more established companies. If
the company's earnings growth or stock price fails to increase as expected, the stock price of a growth company
may decline sharply.

In the short term, stock markets can be volatile, and the prices of the Fund's shares can go up and down
substantially. The Fund generally does not use income-oriented investments to help cushion the Fund's total
return from changes in stock prices, except for defensive purposes. The Fund is an aggressive investment vehicle,
designed for investors willing to assume greater risks in the hope of achieving greater gains. In the short-term
the Fund may be less volatile than small-cap and emerging markets stock funds, but it may be subject to greater
fluctuations in its share prices than funds that focus on both stocks and bonds.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

The Funds Past Performance

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/02 through 3/31/02, the Fund's cumulative return (not annualized) was
5.16%. Charges imposed by the separate accounts that invest in the Fund are not included in the calculations of
return in this bar chart, and if those charges were included, the returns would be less than those shown.

During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was 45.84%
(4th Q99) and the lowest return (not annualized) for a calendar quarter was
31.01% (4th Q00).

- ------------------------------- ---------------------------- ---------------------------- ----------------------------

Average Annual Total Returns
for the periods ended 5 Years 10 Years
December 31, 2001 1 Year (or life of class if less) (or life of class if less)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Oppenheimer Aggressive
Growth Fund/VA
(inception date: 8/15/86) -31.27% 7.05% 11.76%
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
S&P 500 Index
-11.88% 10.70% 12.93%1
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Oppenheimer Aggressive
Growth Fund/VA -31.31%2 -43.90 N/A
Service share class
(inception date: 10/16/00)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
1. From 12/31/91
2. Performance for the Service share class would have been lower if the 0.10% increase in the service fee for
that class, effective May 1, 2002, had occurred during the period shown above.

The Fund's average annual total returns measure the performance of a hypothetical account without deducting
charges imposed by the separate accounts that invest in the Fund and assume that all dividends and capital gains
distributions have been reinvested in additional shares. The Funds performance is compared to the S&P 500 Index,
an unmanaged index of equity securities that is a measure of the general domestic stock market. The index
performance includes the reinvestment of income but does not reflect transaction costs. Also, the Fund may have
investments that vary from the index.
The Fund's total returns should not be expected to be the same as the returns of other Oppenheimer funds, even if
both funds have the same portfolio managers and/or similar names.

About the Funds Investments

The Funds Principle Investment Policies. The allocation of the Funds portfolio among different types of
investments will vary over time based on the Managers evaluation of economic and market trends. The Funds
portfolio might not always include all of the different types of investments described below. The Statement of
Additional Information contains more detailed information about the Funds investment policies and risks.

|X| Stock Investments. The Fund invests in securities issued by companies that the Manager believes have
growth potential. Growth companies can be new or established companies that may be developing new products or
services, that have relatively favorable prospects, or that are expanding into new and growing markets. Current
examples include companies in the fields of telecommunications, biotechnology, computer software, and new consumer
products. Growth companies may be providing new products or services that can enable them to capture a dominant or
important market position. They may have a special area of expertise or the capability to take advantage of
changes in demographic factors in a more profitable way than larger, more established companies. Newer growth
companies tend to retain a large part of their earnings for research, development or investment in capital assets.
Therefore, they do not tend to emphasize paying dividends, and may not pay any dividends for some time. Stocks of
growth companies are selected for the Funds portfolio because the Manager believes the price of the stock will
increase in value over time.

The Fund does not limit its investments to issuers in a particular market capitalization range or ranges,
although it currently focuses on mid-cap issuers. Market capitalization refers to the total market value of an
issuers common stock. The stock prices of large-cap issuers tend to be less volatile than the prices of mid-cap
and small-cap companies in the short term, but these large-cap companies may not afford the same growth
opportunities as mid-cap and small-cap companies.

Cyclical Opportunities. The Fund might also seek to take advantage of changes in the business cycle by investing
in companies that are sensitive to those changes if the Manager believes they have growth potential. For
example, when the economy is expanding, companies in the consumer durables and technology sectors might
benefit and present long-term growth opportunities. The Fund focuses on seeking growth over the long
term, but could seek to take tactical advantage of short-term market or economic movements or events
affecting particular issuers or |X|industries, or invest in companies that deliver more consistent growth
in economic downturns.

Special Portfolio Diversification Requirements. To enable a variable annuity or variable life insurance contract
based on an insurance company separate account to qualify for favorable tax treatment under the Internal Revenue
Code, the underlying investments must follow special diversification requirements that limit the percentage of
assets that can be invested in securities of particular issuers. The Funds investment program is managed to meet
those requirements, in addition to other diversification requirements under the Internal Revenue Code and the
Investment Company Act of 1940 that apply to publicly-sold mutual funds.

Can the Funds Investment Objective and Policies Change? The Funds Board of Trustees can change non-fundamental
investment policies without shareholder approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval of a majority of the Funds
outstanding voting shares. The Funds investment objective is a fundamental policy. Other investment restrictions
that are fundamental policies are listed in the Statement of Additional Information. An investment policy is not
fundamental unless this Prospectus or the Statement of Additional Information says that it is.

Other Investment Strategies. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Fund might not always use all of them. These techniques have risks, although
some of them are designed to help reduce overall investment or market risks.

|X| Other Equity Securities. While the Fund emphasizes investments in common stocks, it can also buy
preferred stocks, warrants and securities convertible into common stock. The Manager considers some convertible
securities to be "equity equivalents" because of the conversion feature, and in that case their rating has less
impact on the Managers investment decision than in the case of other debt securities. Nevertheless, convertible
debt securities are subject to credit risk (the risk that the issuer will not make timely payments in interest and
principal) and interest rate risk (the risk that the value of the security will fall if interest rates rise). If
the Fund buys convertible securities (or other debt securities), it will focus primarily on investment-grade
securities which pose less credit risk than lower-grade debt securities.

|X| Investing in Small, Unseasoned Companies. The Fund can invest without limit in small, unseasoned
companies. These are companies that have been in operation less than three years, including the operations of any
predecessors. These securities may have limited liquidity, which means that the Fund may not be able to value
them accurately or to sell them at an acceptable price. Their prices may be very volatile, especially in the
short-term.

|X| Foreign Investing. The Fund can buy securities in any country, including developed countries and emerging
markets. The Fund limits its investments in foreign securities to not more than 25% of its net assets, and it
normally does not expect to invest substantial amounts of its assets in foreign stocks.

|X| Special Risks of Foreign Investing. While foreign securities offer special investment opportunities,
there are also special risks. The change in value of a foreign currency against the U.S. dollar will result in a
change in the U.S. dollar value of securities denominated in that foreign currency. Foreign issuers are not
subject to the same accounting and disclosure requirements that U.S. companies are subject to. The value of
foreign investments may be affected by exchange control regulations, expropriation or nationalization of a
company's assets, foreign taxes, delays in settlement of transactions, changes in governmental economic or
monetary policy in the U.S. or abroad, or other political and economic factors. Securities in underdeveloped
countries may be more difficult to sell and their prices may be more volatile than securities of issuers in
developed markets.

|X| Illiquid and Restricted Securities. Investments may be illiquid because they do not have an active trading
market, making it difficult to value them or dispose of them promptly at an acceptable price. A restricted
security is one that has a contractual restriction on its resale or which cannot be sold publicly until it is
registered under the Securities Act of 1933. The Fund will not invest more than 15% of its net assets in illiquid
or restricted securities. Certain restricted securities that are eligible for resale to qualified institutional
purchasers may not be subject to that limit. The Manager monitors holdings of illiquid securities on an ongoing
basis to determine whether to sell any holdings to maintain adequate liquidity.

|X| Derivative Investments. The Fund can invest in a number of different kinds of derivative investments.
In general terms, a derivative investment is an investment contract whose value depends on (or is derived from)
the value of an underlying asset, interest rate or index. In the broadest sense, options, futures contracts, and
other hedging instruments the Fund might use may be considered derivative investments. In addition to using
derivatives for hedging, the Fund might use other derivative investments because they offer the potential for
increased value. The Fund currently does not use derivatives to a significant degree and is not required to use
them in seeking its objective.
Derivatives have risks. If the issuer of the derivative investment does not pay the amount due, the Fund
can lose money on the investment. The underlying security or investment on which a derivative is based, and the
derivative itself, may not perform the way the Manager expected it to. As a result of these risks the Fund could
realize less principal or income from the investment than expected or its hedge might be unsuccessful. As a
result, the Funds share prices could fall. Certain derivative investments held by the Fund might be illiquid.

Hedging. The Fund can buy and sell futures contracts, put and call options, and forward contracts. These
are all referred to as hedging instruments. The Fund does not currently use hedging extensively nor for
speculative purposes. It has limits on its use of hedging instruments and is not required to use them in seeking
its objective.

Some of these strategies would hedge the Funds portfolio against price fluctuations. Other hedging
strategies, such as buying futures and call options, would tend to increase the Fund's exposure to the securities
market.

Options trading involves the payment of premiums and there are also special risks in particular hedging
strategies. For example, if a covered call written by the Fund is exercised on an investment that has increased
in value, the Fund will be required to sell the investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call price. If the Manager used a hedging instrument at
the wrong time or judged market conditions incorrectly, the strategy could reduce the Funds return. The Fund
could also experience losses if the prices of its futures and options positions were not correlated with its other
investments or if it could not close out a position because of an illiquid market.

|X| Repurchase Agreements. The Fund can enter into repurchase agreements. In a repurchase transaction,
the Fund buys a security and simultaneously sells it to the vendor for delivery at a future date. Repurchase
agreements must be fully collateralized. However, if the vendor fails to pay the resale price on the delivery
date, the Fund could incur costs in disposing of the collateral and might experience losses if there is any delay
in its ability to do so. There is no limit on the amount of the Fund's net assets that may be subject to
repurchase agreements of seven days or less.

|X| Temporary Defensive and Interim Investments. In times of unstable or adverse market or economic
conditions, the Fund can invest up to 100% of its assets in temporary defensive investments that are inconsistent
with the Funds principal investment strategies. Generally, they would be cash equivalents (such as commercial
paper) money market instruments, short-term debt securities, U.S. Government securities, or repurchase
agreements. They could include other investment-grade debt securities. The Fund might also hold these types of
securities pending the investment of proceeds from the sale of Fund share or portfolio securities or to meet
anticipated redemptions of Fund shares. To the extent the Fund invests defensively in these securities, it might
not achieve its investment objective of capital appreciation.

How the Fund Is Managed

The Manager. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries
out its duties, subject to the policies established by the Funds Board of Trustees, under an investment advisory
agreement that states the Manager's responsibilities. The agreement sets the fees paid by the Fund to the Manager
and describes the expenses that the Fund is responsible to pay to conduct its business.

|X| Portfolio Managers. The portfolio managers of the Fund are Bruce Bartlett and James F. Turner, II. They
are the persons primarily responsible for the day-to-day management of the Funds portfolio. Mr. Bartlett and Mr.
Turner have been the Fund's portfolio managers since April 1998 and March 2001, respectively. Mr. Bartlett has
been a Senior Vice President of the Manager since July 1999. He is also an officer and portfolio manager of other
Oppenheimer funds.

Mr. Turner has been a Vice President of the Manager since March 26, 2001. From May 2000 through March 2001, he was
a portfolio manager for Technology Crossover Ventures. From August 1999 through May 2000, he was an Assistant Vice
President and Associate Portfolio Manager of the Manager and from October 1996 through August 1999, he was a
securities analyst of the Manager.

|X| Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee at an
annual rate that declines on additional assets as the Fund grows: 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,
0.60% of the next $700 million, and 0.58% of average annual net assets over $1.5 billion. The Fund's management
fee for its last fiscal year ended December 31, 2001, was 0.64% of the Funds average annual net assets for each
class of shares.

|X| Possible Conflicts of Interest. The Fund offers its shares to separate accounts of different insurance
companies that are not affiliated with each other, as an investment for their variable annuity, variable life and
other investment product contracts. While the Fund does not foresee any disadvantages to contract owners from
these arrangements, it is possible that the interests of owners of different contracts participating in the Fund
through different separate accounts might conflict. For example, a conflict could arise because of differences in
tax treatment.

The Funds Board of Trustees has procedures to monitor the portfolio for possible conflicts to determine
what action should be taken. If a conflict occurs, the Board might require one or more participating insurance
company separate accounts to withdraw their investments in the Fund. That could force the Fund to sell securities
at disadvantageous prices, and orderly portfolio management could be disrupted. Also, the Board might refuse to
sell shares of the Fund to a particular separate account, or could terminate the offering of the Funds shares if
required to do so by law or if it would be in the best interests of the shareholders of the Fund to do so.

INVESTING IN THE FUND

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by separate investment accounts of
participating insurance companies as an underlying investment for variable life insurance policies, variable
annuity contracts or other investment products. Individual investors cannot buy shares of the Fund directly.
Please refer to the accompanying prospectus of the participating insurance company for information on how to
select the Fund as an investment option for that variable life insurance policy, variable annuity or other
investment product. That Prospectus will indicate whether you are only eligible to purchase Service shares of the
Fund. The Fund reserves the right to refuse any purchase order when the Manager believes it would be in the
Funds best interests to do so.

|X| Market Timers. The Fund has instructed its participating insurance companies that it may restrict or
refuse investments by their separate accounts from market timers. Market timers include persons whose separate
account transactions have, or have attempted (i) an exchange out of the Fund within two weeks of an earlier
exchange request, (ii) exchanges out of the Fund more than twice in any calendar quarter, (iii) an exchange of
Fund shares equal to at least $5 million, or more than 1% of the Funds net assets, or (iv) other transactions in
Fund shares that demonstrated a timing pattern. Separate accounts under common ownership or control are combined
for these limits. There can be no assurance that all such participating insurance companies will be successful in
controlling investments in their respective separate accounts by market timers.

At What Price Are Shares Sold? Shares are sold at their offering price, which is the net asset value per
share. The Fund does not impose any sales charge on purchases of its shares. If there are any charges imposed
under the variable annuity, variable life or other contract through which Fund shares are purchased, they are
described in the accompanying prospectus of the participating insurance company.

The net asset value per share is determined by dividing the value of the Funds net assets attributable to a class
by the number of shares of that class that are outstanding. To determine net asset value, the Funds Board of
Trustees has established procedures to value the Funds securities, in general, based on market value. The Board
has adopted special procedures for valuing illiquid and restricted securities and obligations for which market
values cannot be readily obtained. Because some foreign securities trade in markets and on exchanges that operate
on weekends and U.S. holidays, the values of some of the Funds foreign investments may change on days when
investors cannot buy or redeem Fund shares.

If, after the close of the principal market on which a security held by the Fund is traded, and before the
time the Funds securities are priced that day, an event occurs that the Manager deems likely to cause a material
change in the value of such security, the Funds Board of Trustees has authorized the Manager, subject to the
Boards review, to ascertain a fair value for such security.

The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Funds designated
agent to receive purchase orders) receives a purchase order from its contract or policy owners to purchase Fund
shares on a regular business day, provided that the Fund receives the order from the insurance company, generally
by 9:30 A.M. on the next regular business day at the offices of its Transfer Agent in Colorado.

Classes of Shares. The Fund offers two different classes of shares. The class of shares designated as
Service shares are subject to a Distribution and Service Plan. The impact of the expenses of the Plan on Service
shares is described below. The class of shares that are not subject to a Plan has no class name designation.
The different classes of shares represent investments in the same portfolio of securities but are expected to be
subject to different expenses and will likely have different share prices.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan for Service
shares to pay the distributor, for distribution related services for the Funds Service shares. Under the Plan,
payments are made quarterly at an annual rate of up to 0.25% of the average annual net assets of Service shares of
the Fund. The distributor currently uses all of those fees to compensate sponsor(s) of the insurance product that
offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners
that hold Service shares. The impact of the service plan is to increase operating expenses of the Service shares,
which results in lower performance compared to the Funds shares that are not subject to a service fee.

The share price that applies to a redemption order is the next net asset value per share that is
determined after the participating insurance company (as the Funds designated agent) receives a redemption
request on a regular business day from its contract or policy holder, provided that the Fund receives the order
from the insurance company, generally by 9:30 A.M. the next regular business day at the office of its Transfer
Agent in Colorado. The Fund normally sends payment by Federal Funds wire to the insurance companys account the
day after the Fund receives the order (and no later than seven days after the Funds receipt of the order). Under
unusual circumstances determined by the Securities and Exchange Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

All dividends (and any capital gains distributions) will be reinvested automatically in additional Fund
shares at net asset value for the account of the participating insurance company (unless the insurance company
elects to have dividends or distributions paid in cash).

This information is only a summary of certain federal income tax information about an investment in Fund
shares. You should consult with your tax advisor or your participating insurance company representative about the
effect of an investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Funds financial performance for the past
five fiscal years for its non-service shares and two fiscal years for its service shares. Certain information
reflects financial results for a single Fund share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP, the Fund's independent auditors, whose
report, along with the Funds financial statements, is included in the Statement of Additional Information, which
is available on request.

Financial Highlights

Year Ended December 31,
Non-Service shares 2001 2000 1999 1998 1997
======================================================================================================================

Per Share Operating Data
Net asset value, beginning of period $70.77 $82.31 $44.83 $40.96 $38.71
- ----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .23 .53 (.09) (.05) .10
Net realized and unrealized gain (loss) (21.38) (8.59) 37.57 5.09 4.01
- ----------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations (21.15) (8.06) 37.48 5.04 4.11
- ----------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.54) -- -- (.10) (.09)
Distributions from net realized gain (8.36) (3.48) -- (1.07) (1.77)
- ----------------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders (8.90) (3.48) -- (1.17) (1.86)
- ----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $40.72 $70.77 $82.31 $44.83 $40.96
====== ====== ====== ====== ======
======================================================================================================================
Total Return, at Net Asset Value(1) (31.27)% (11.24)% 83.60% 12.36% 11.67%
======================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $1,621,550 $2,595,101 $2,104,128 $1,077,960 $877,807
- ----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1,898,088 $2,978,465 $1,314,349 $ 954,848 $753,852
- ----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income (loss) 0.47% 0.65% (0.17)% (0.12)% 0.31%
Expenses 0.68% 0.64% 0.67% 0.71%(3) 0.73%(3)
- ----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 134% 39% 66% 80% 88%

1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods less than one full year. Total return
information does not reflect expenses that apply at the separate account level
or to related insurance products. Inclusion of these charges would reduce the
total return figures for all periods shown.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

Oppenheimer Aggressive Growth Fund/VA

Financial Highlights (Continued)

Year Ended December 31,
Service shares 2001 2000(1)
===============================================================================================================

Per Share Operating Data
Net asset value, beginning of period $70.77 $97.75
- ---------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .19 .20
Net realized and unrealized gain (loss) (21.36) (27.18)
- ---------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations (21.17) (26.98)
- ---------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.54) --
Distributions from net realized gain (8.36) --
- ---------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders (8.90) --
- ---------------------------------------------------------------------------------------------------------------
Net asset value, end of period $40.70 $70.77
====== ======
===============================================================================================================
Total Return, at Net Asset Value(2) (31.31)% (27.60)%
===============================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $54 $1
- ---------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $31 $1
- ---------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 0.09% 1.14%
Expenses 0.83% 0.64%
- ---------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 134% 39%

1. For the period from October 16, 2000 (inception of offering) to
December 31, 2000.
2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than
one full year. Total return information does not reflect expenses that apply
at the separate account level or to related insurance products. Inclusion of
these charges would reduce the total return figures for all periods shown.
3. Annualized for periods of less than one full year.

Oppenheimer Aggressive Growth Fund/VA

INFORMATION AND SERVICES

For More Information on Oppenheimer Aggressive Growth Fund/VA

The following additional information about Oppenheimer Aggressive Growth Fund/VA is available without charge upon
request:

STATEMENT OF ADDITIONAL INFORMATION
This document includes additional information about the Funds investment policies, risks, and operations. It
is incorporated by reference into this Prospectus (which means it is legally part of this Prospectus).

ANNUAL AND SEMI-ANNUAL REPORTS
Additional information about the Funds investments and performance is available in the Funds Annual and
Semi-Annual Reports to shareholders. The Annual Report includes a discussion of market conditions and
investment strategies that significantly affected the Funds performance during its last fiscal year.

How to Get More Information

- ------------------------------------------------------- ------------------------------------------------------------
By Telephone Call OppenheimerFunds Services toll-free:
1.800.981.2871
- ------------------------------------------------------- ------------------------------------------------------------
- ------------------------------------------------------- ------------------------------------------------------------
By Mail Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
- ------------------------------------------------------- ------------------------------------------------------------

Information about the Fund including the Statement of Additional Information can be reviewed and copied at
the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room
may be obtained by calling the SEC at 1.202.942.8090. Reports and other information about the Fund are
available on the EDGAR database on the SECs Internet website at www.sec.gov. Copies may be obtained after
payment of a duplicating fee by electronic request at the SECs e-mail address: publicinfo@sec.gov or by
writing to the SECs Public Reference Section, Washington, D.C. 20549-0102.

The Funds SEC File No.: 811-4108
PR0620.001.0500PR0620.001.0502
Printed on recycled paper.

Appendix to Prospectus of
Oppenheimer Aggressive Growth Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Aggressive Growth Fund/VA (the "Fund")
under the heading "Annual Total Return (as of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund depicting the annual total returns of a
hypothetical $10,000 investment in shares of the Fund for each of the 10 most recent calendar years, without
deducting separate account expenses. Set forth below are the relevant data that will appear on the bar chart:

Calendar
Year
Ended Annual Total Returns

12/31/92 15.42%
12/31/93 27.32%
12/31/94 -7.59%
12/31/95 32.52%
12/31/96 20.23%
12/31/97 11.67%
12/31/98 12.36%
12/31/99 83.60%
12/31/00 -11.24%
12/31/01 -31.27%

Oppenheimer
Capital Appreciation Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 2002

Oppenheimer Capital Appreciation Fund/VA is a mutual
fund that seeks capital appreciation to make your
investment grow. It emphasizes investments in common
stocks of well-known, established companies.
Shares of the Fund are sold only as the
underlying investment for variable life insurance
policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for
the insurance product you have selected accompanies
this Prospectus and explains how to select shares of
the Fund as an investment under that insurance product,
and whether you are only eligible to purchase Service
shares of the Fund.
This Prospectus contains important information
about the Funds objective, its investment policies,
strategies and risks. Please read this Prospectus (and
your insurance product prospectus) carefully before you
invest and keep them for future reference about your
account.

CONTENTS

ABOUT THE FUND

The Funds Objective and Investment Strategies

Main Risks of Investing in the Fund

The Funds Past Performance

About the Funds Investments

How the Fund is Managed

INVESTING IN THE FUND

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

ABOUT THE FUND

The Funds Objective and Investment Strategies

What Is the Funds Investment Objective? The Fund seeks capital appreciation by investing in securities of
well-known, established companies.

What Does the Fund Mainly Invest In? The Fund invests mainly in common stocks of growth companies. These may be
newer companies or established companies of any capitalization range that the portfolio manager believes may
appreciate in value over the long term. The Fund currently focuses mainly on mid-cap and large-cap domestic
companies, but buys foreign stocks as well.

How Does the Portfolio Manager Decide What Securities to Buy or Sell? The Funds portfolio manager
looks primarily for growth companies that she believes have reasonably priced stock in relation to overall stock
market valuations. The portfolio manager focuses on factors that may vary in particular cases and over time in
seeking broad diversification of the Funds portfolio among industries and market sectors. Currently the
portfolio manager looks for:
companies with above-average growth potential,
o companies with increasing earnings momentum and a history of positive earnings growth,
o stocks with reasonable valuations relative to their growth potential,
o companies with the potential for positive earnings surprises, or
o growth rates that the portfolio manager believes are sustainable over time.

Who Is the Fund Designed For? The Funds shares are available only as an investment option under certain variable
annuity contracts, variable life insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking capital appreciation in their
investment over the long term, from investments in common stocks of well-known companies. Those investors should
be willing to assume the risks of short-term share price fluctuations that are typical for a fund focusing on
stock investments. Since the Funds income level will fluctuate and will likely be small, it is not designed for
investors needing an assured level of current income. The Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments have some degree of risk. The Fund's investments are subject to changes in their value
from a number of factors described below. There is also the risk that poor security selection by the Manager
will cause the Fund to underperform other funds having a similar objective.

However, changes in the overall market prices of securities and the income they pay can occur at any
time. The share price of the Fund will change daily based on changes in market conditions, market prices of
securities and in response to other economic events.

Risks of Investing in Stocks. Stocks fluctuate in price, and their short-term volatility at times may
be great. Because the Fund currently invests primarily in common stocks of U. S. companies, the value of the
Funds portfolio will be affected by changes in the stock markets. Market risk will affect the Funds net asset
values per share, which will fluctuate as the values of the Funds portfolio securities change. A variety of
factors can affect the price of a particular stock and the prices of individual stocks do not all move in the
same direction uniformly or at the same time. Different stock markets may behave differently from each other.
Securities in the Funds portfolio may not increase as much as the market as a whole. Growth stocks may at times
be favored by the market and at other times may be out of favor. Some securities may be inactively traded, and
therefore, may not be readily bought or sold. Although some growth stocks may appreciate quickly, investors
should not expect the Funds investments to act in this manner because the Fund is designed for long-term capital
appreciation.

Other factors can affect a particular stocks price, such as poor earnings reports by the issuer, loss
of major customers, major litigation against the issuer, or changes in government regulations affecting the
issuer. The Fund invests mainly in securities of large companies, but can also invest in small and medium-size
companies, which may have more volatile stock prices than large companies.

|X| Industry and Sector Focus. At times the Fund may increase the relative emphasis of its investments in a
particular industry or sector. The prices of stocks of issuers in a particular industry or sector may go up and
down in response to changes in economic conditions, government regulations, availability of basic resources or
supplies, or other events that affect that industry or sector more than others. To the extent that the Fund
increases the relative emphasis of its investments in a particular industry or sector, its share values may
fluctuate in response to events affecting that industry or sector. To some extent that risk may be limited by
the Funds policy of not concentrating 25% or more of its total assets in investments in any one industry.

|X| Risks of Growth Stocks. Stocks of growth companies, particularly newer companies, may offer
opportunities for greater capital appreciation but may be more volatile than stocks of larger, more established
companies. If the company's earnings growth fails to increase as expected, the stock price of a growth company
may decline sharply.

|X| Risks of Foreign Investing. The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in that foreign currency. Foreign issuers
are not subject to the same accounting and disclosure requirements that U.S. companies are subject to. The value
of foreign investments may be affected by exchange control regulations, expropriation or nationalization of a
companys assets, foreign taxes, delays in settlement of transactions, changes in governmental economic or
monetary policy in the U.S. or abroad, or other economic or political factors.

In the short term, stock markets can be volatile, and the prices of the Funds shares can go up and down
substantially. The Fund generally does not use income-oriented investments to a great extent to help cushion the
Fund's share prices from stock market volatility, except for defensive purposes. Because it focuses on larger
companies, the Fund generally may be less volatile than funds focusing on investments in small-cap stocks, but
the Fund may have greater risk of volatility than funds that invest in both stocks and fixed income securities.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency.

The Funds Past Performance

The bar chart and table below show one measure of the risks of investing in the Fund, by showing changes
in the Funds performance from year to year for the last 10 calendar years and by showing how the average annual
total returns for 1, 5 and 10 years of the Funds shares compare to those of a broad-based market index. The
Funds past investment performance is not necessarily an indication of how the Fund will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/02 through 3/31/02, the Fund's cumulative return (not annualized) was 2.90%. Charges
imposed by the separate accounts that invest in the Fund are not included in the calculations of return in this
bar chart, and if those charges were included, the returns would be less than those shown. During the periods
shown in the bar chart, the highest return (not annualized) for a calendar quarter was 28.49% (4th Q99) and the
lowest return (not annualized) for a calendar quarter was 20.45% (3rd Q01).

- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Average Annual Total Returns
for the periods ended 5 Years 10 Years
December 31, 2001 1 Year (or life of class or less) (or life of class or less)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Oppenheimer Capital
Appreciation Fund/VA
(inception date: 4/3/85) -12.58% 14.18% 15.21%
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
S&P 500 Index
-11.88% -10.70% 12.93%1
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Oppenheimer Capital
Appreciation Fund/VA 15.51%2 N/A N/A
Service shares
(inception date: 9/18/01)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
1. From: 12/31/91.
2. Performance for the Service share class would have been lower if the 0.10% increase in the service fee
for that class, effective May 1, 2002, had occurred during the period shown above. The total return shown
is cumulative.

The Fund's average annual total returns measure the performance of a hypothetical account without deducting
charges imposed by the separate accounts that invest in the Fund and assume that all dividends and capital gains
distributions have been reinvested in additional shares. The performance of the Fund is compared to the S&P 500
Index, an unmanaged index of equity securities that is a measure of the general domestic stock market. The index
performance includes the reinvestment of income but does not reflect transaction costs. Also, the Funds
investments vary from the index.

The Fund's total returns should not be expected to be the same as the returns of other Oppenheimer funds, even if
both funds have the same portfolio managers and/or similar names.

About the Funds Investments

The Funds Principal Investment Policies. The allocation of the Funds portfolio among different types of
investments will vary over time based on the Managers evaluation of economic and market trends. The Funds
portfolio might not always include all of the different types of investments described below. The Statement of
Additional Information contains more detailed information about the Funds investment policies and risks.

However, changes in the overall market prices of securities can occur at any time. The share prices of
the Fund will change daily based on changes in market prices of securities and market conditions and in response
to other economic events.

|X| Stock Investments. The Manager looks for stocks of companies that have growth potential. Growth
companies may be developing new products or services or may be expanding into new markets for their products.
They may be newer companies or more established companies entering a growth cycle. The Funds investments are not
limited to issuers in a specific capitalization range, such as large-cap or small-cap companies, and the Fund can
invest in issuers in all capitalization ranges. Market capitalization refers to the market value of all of a
companys issued and outstanding stock. Currently, the Funds stock investments are focused on mid-cap and
large-cap issuers, but that emphasis can change over time. Because the stocks of companies that have smaller
market capitalizations tend to be more volatile, to the extent that the Fund holds small-cap stocks, its share
prices may fluctuate more and the risks of loss are greater.

Newer growth companies tend to retain a large part of their earnings for research, development or
investment in capital assets. Therefore, they do not tend to emphasize paying dividends, and may not pay any
dividends for a protracted period. They are selected for the Funds portfolio because the Manager believes the
price of the stock will increase over time.

|X| Cyclical Opportunities. The Fund may also seek to take advantage of changes in the business cycle by
investing in companies that are sensitive to those changes if the Manager believes they have growth potential.
For example, when the economy is expanding, companies in the consumer durables and technology sectors might
benefit and present long-term growth opportunities. The Fund might sometimes seek to take tactical advantage of
short-term market movements or events affecting particular issuers or industries.

|X| Foreign Securities. The Fund can buy foreign equity and debt securities. It would buy debt securities
primarily for liquidity or defensive purposes, including debt securities issued by foreign companies or by
foreign governments and their agencies. The Fund currently does not expect to have more than 35% of its assets
invested in foreign securities, although it has the ability to invest in them without limit.

Can the Funds Investment Objective and Policies Change? The Funds Board of Trustees can change non-fundamental
investment policies without shareholder approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval of a majority of the Funds
outstanding voting shares. The Funds investment objective is a fundamental policy. Other investment
restrictions that are fundamental policies are listed in the Statement of Additional Information. An investment
policy is not fundamental unless this Prospectus or the Statement of Additional Information says that it is.

Other Investment Strategies. To seek its objective, the Fund can use the investment techniques and strategies
described below. The Fund might not always use all of them. These techniques have risks, although some are
designed to help reduce overall investment or market risks.

|X| Other Equity Securities. While the Fund emphasizes investments in common stocks, it can also buy
preferred stocks and securities convertible into common stock. The Manager considers convertible securities to be
equity equivalents because of the conversion feature and in those cases their rating has less impact on the
Managers investment decision than in the case of other debt securities. Nevertheless, convertible debt
securities are subject to both "credit risk" (the risk that the issuer will not pay interest or repay principal
in a timely manner) and "interest rate risk" (the risk that prices of the securities will be affected inversely
by changes in prevailing interest rates). If the Fund buys convertible securities (or other debt securities), it
will focus primarily on investment-grade securities which pose less credit risk than lower-grade debt securities.

Derivatives have risks. If the issuer of the derivative investment does not pay the amount due, the Fund
can lose money on the investment. The underlying security or investment on which a derivative is based, and the
derivative itself, may not perform the way the Manager expected it to. As a result of these risks, the Fund could
realize less principal or income from the investment than expected or its hedge might be unsuccessful. As a
result, the Funds share prices could fall. Certain derivative investments held by the Fund might be illiquid.

Options trading involves the payment of premiums and there are also special risks in particular hedging
strategies. For example, if a covered call written by the Fund is exercised on an investment that has increased
in value, the Fund will be required to sell the investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call price. If the Manager used a hedging instrument at
the wrong time or judged market conditions incorrectly, the strategy could reduce the Funds return. The Fund
could also experience losses if the prices of its futures and options positions were not correlated with its
other investments or if it could not close out a position because of an illiquid market.

|X| Temporary Defensive and Interim Investments. For cash management purposes, the Fund can hold cash
equivalents such as commercial paper, repurchase agreements, Treasury bills and other short-term U.S. government
securities. In times of adverse or unstable market or economic conditions, the Fund can invest up to 100% of its
assets in temporary investments that are inconsistent with the Funds principle investment strategies. These
would ordinarily be U. S. government securities, highly-rated commercial paper, bank deposits or repurchase
agreements. To the extent the Fund invests defensively in these securities, it might not achieve its investment
objective.

How the Fund Is Managed

The Manager. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries
out its duties, subject to the policies established by the Funds Board of Trustees, under an investment advisory
agreement that states the Manager's responsibilities. The agreement sets the fees the Fund pays to the Manager
and describes the expenses that the Fund is responsible to pay to conduct its business.

The Manager has been an investment advisor since January, 1960. The Manager and its subsidiaries and
affiliates managed $130 billion in assets as of March 31, 2002, including other Oppenheimer funds, with more than
6.3 million shareholder accounts. The Manager is located at 498 Seventh Avenue, New York, New York 10018.

Portfolio Manager. The portfolio manager of the Fund is Jane Putnam. She is a Vice President of the Fund and
the Manager (since October 1995). She has been the person principally responsible for the day-to-day
management of the Funds portfolio since May 1994. Ms. Putnam also serves as an officer and portfolio
manager for other Oppenheimer funds.

|X| Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee at an
annual rate that declines on additional assets as the Fund grows: 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 over $800 million. The Fund's management fee for its last fiscal
year ended December 31, 2001, was 0.64% of the Funds average annual net assets for each class of shares.

|X| Possible Conflicts of Interest. The Fund offers its shares to separate accounts of different insurance
companies that are not affiliated with each other, as an investment for their variable annuity, variable life and
other investment product contracts. While the Fund does not foresee any disadvantages to contract owners from
these arrangements, it is possible that the interests of owners of different contracts participating in the Fund
through different separate accounts might conflict. For example, a conflict could arise because of differences in
tax treatment.

INVESTING IN THE FUND

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by separate investment accounts of
participating insurance companies as an underlying investment for variable life insurance policies, variable
annuity contracts or other investment products. Individual investors cannot buy shares of the Fund directly.
Please refer to the accompanying prospectus of the participating insurance company for information on how to
select the Fund as an investment option for that variable life insurance policy, variable annuity or other
investment product. That Prospectus will indicate whether you are eligible to purchase Service shares of the
Fund. The Fund reserves the right to refuse any purchase order when the Manager believes it would be in the
Funds best interests to do so.

|X| Market Timers. The Fund has instructed its participating insurance companies that it may restrict or
refuse investments by their separate accounts from market timers. Market timers include persons whose separate
account transactions have, or have attempted (i) an exchange out of the Fund within two weeks of an earlier
exchange request, (ii) exchanges out of the Fund more than twice in any calendar quarter, (iii) an exchange of
Fund shares equal to at least $5 million, or more than 1% of the Funds net assets, or (iv) other transactions in
Fund shares that demonstrated a timing pattern. Separate accounts under common ownership or control are combined
for these limits. There can be no assurance that all such participating insurance companies will be successful in
controlling investments in their respective separate accounts by market timers.

At What Price Are Shares Sold? Shares are sold at their offering price, which is the net asset value
per share. The Fund does not impose any sales charge on purchases of its shares. If there are any charges imposed
under the variable annuity, variable life or other contract through which Fund shares are purchased, they are
described in the accompanying prospectus of the participating insurance company.

The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Funds designated
agent to receive purchase orders) receives a purchase order from its contract owners to purchase Fund shares on a
regular business day, provided that the Fund receives the order from the insurance company, generally by 9:30
A.M. on the next regular business day at the offices of its Transfer Agent in Colorado.

Classes of Shares. The Fund may offer two different classes of shares. The class of shares designated
as Service shares are subject to a Distribution and Service Plan. The impact of the expenses of the Plan on
Service shares is described below. The class of shares that are not subject to a Plan has no class name
designation. The different classes of shares represent investments in the same portfolio of securities but are
expected to be subject to different expenses and will likely have different share prices.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan for
Service shares to pay the distributor, for distribution related services for the Funds Service shares. Under the
Plan, payments are made quarterly at an annual rate of up to 0.25% of the average annual net assets of Service
shares of the Fund. The distributor currently uses all of those fees to compensate sponsor(s) of the insurance
product that offers Fund shares, for providing personal service and maintenance of accounts of their variable
contract owners that hold Service shares. The impact of the service plan is to increase operating expenses of
the Service shares, which results in lower performance compared to the Funds shares that are not subject to a
service fee.

How Are Shares Redeemed? As with purchases, only the participating insurance companies that hold Fund shares in
their separate accounts for the benefit of variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund shares. Contract owners should refer to
the withdrawal or surrender instructions in the accompanying prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net asset value per share that is
determined after the participating insurance company (as the Fund's designated agent) receives a redemption
request on a regular business day from its contract or policy holder, provided that the Fund receives the order
from the insurance company, generally by 9:30 A.M. the next regular business day, at the office of its Transfer
Agent in Colorado. The Fund normally sends payment by Federal Funds wire to the insurance company's account the
day after the Fund receives the order (and no later than seven days after the Fund's receipt of the order).
Under unusual circumstances determined by the Securities and Exchange Commission, payment may be delayed or
suspended.

Dividends, Capital Gains and Taxes

This information is only a summary of certain federal income tax information about an investment in Fund
shares. You should consult with your tax advisor or your participating insurance company representative about
the effect of an investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Funds financial performance for its
non-service shares for the past five fiscal years and since inception for its Service shares. Certain information
reflects financial results for a single Fund share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP, the Fund's independent auditors,
whose report, along with the Funds financial statements, is included in the Statement of Additional Information,
which is available on request.

Financial Highlights

Year Ended December 31,
Non-Service shares 2001 2000 1999 1998 1997
===============================================================================================================

Per Share Operating Data
Net asset value, beginning of period $46.63 $49.84 $36.67 $32.44 $27.24
- ---------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .18 .27 .06 .13 .25
Net realized and unrealized gain (loss) (5.86) .02 14.68 7.28 6.62
- ---------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations (5.68) .29 14.74 7.41 6.87
- ---------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.27) (.06) (.13) (.24) (.15)
Distributions from net realized gain (4.10) (3.44) (1.44) (2.94) (1.52)
- ---------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders (4.37) (3.50) (1.57) (3.18) (1.67)
- ---------------------------------------------------------------------------------------------------------------
Net asset value, end of period $36.58 $46.63 $49.84 $36.67 $32.44
====== ====== ====== ====== ======
===============================================================================================================
Total Return, at Net Asset Value(1) (12.58)% (0.23)% 41.66% 24.00% 26.68%
===============================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $1,975,345 $2,095,803 $1,425,197 $768,550 $493,906
- ---------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $2,000,314 $1,922,099 $1,002,835 $609,246 $390,447
- ---------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income 0.51% 0.66% 0.21% 0.50% 1.02%
Expenses 0.68% 0.67% 0.70% 0.75%(3) 0.75%(3)
- ---------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 45% 38% 56% 56% 66%

1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period.
Total returns are not annualized for periods less than one full year. Total
return information does not reflect expenses that apply at the separate account
level or to related insurance products. Inclusion of theses charges would
reduce the total return figures for all periods shown.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

Oppenheimer Capital Appreciation Fund/VA

Financial Highlights (Continued)

Period Ended
Service shares December 31, 2001(1)
=================================================================================================

Per Share Operating Data
Net asset value, beginning of period $31.66
- -------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income --(2)
Net realized and unrealized gain (loss) 4.90
- -------------------------------------------------------------------------------------------------
Total income (loss) from investment operations 4.90
- -------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income --
Distributions from net realized gain --
- -------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders --
- -------------------------------------------------------------------------------------------------
Net asset value, end of period $36.56
======
=================================================================================================
Total Return, at Net Asset Value(3) 15.51%
=================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $90
- -------------------------------------------------------------------------------------------------
Average net assets (in thousands) $16
- -------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income 0.11%
Expenses 0.81%
- -------------------------------------------------------------------------------------------------
Portfolio turnover rate 45%

1. For the period from September 18, 2001 (inception of offering) to December
31, 2001.
2. Less than $0.005 per share.
3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than
one full year. Total return information does not reflect expenses that apply at
the separate account level or to related insurance products. Inclusion of
theses charges would reduce the total return figures for all periods shown.
4. Annualized for periods of less than one full year.

Oppenheimer Capital Appreciation Fund/VA

INFORMATION AND SERVICES

For More Information on Oppenheimer Capital Appreciation Fund/VA

The following additional information about Oppenheimer Capital Appreciation Fund is available without charge upon
request:

STATEMENT OF ADDITIONAL INFORMATION
This document includes additional information about the Funds investment policies, risks, and operations.
It is incorporated by reference into this Prospectus (which means it is legally part of this Prospectus).

How to Get More Information

You can request the Statement of Additional Information, the Annual and Semi-Annual Reports, the notice
explaining the Funds privacy policy and other information about the Fund, or instructions on how to
contact the sponsor of your insurance product:
- ------------------------------------------------------- ------------------------------------------------------------
By Telephone Call OppenheimerFunds Services toll-free:
1.800.981.2871
- ------------------------------------------------------- ------------------------------------------------------------
- ------------------------------------------------------- ------------------------------------------------------------
By Mail Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
- ------------------------------------------------------- ------------------------------------------------------------

Information about the Fund including the Statement of Additional Information can be reviewed and copied at
the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 1.202.942.8090. Reports and other information about the Fund
are available on the EDGAR database on the SECs Internet website at www.sec.gov. Copies may be obtained
after payment of a duplicating fee by electronic request at the SECs e-mail address: publicinfo@sec.gov or
by writing to the SECs Public Reference Section, Washington, D.C. 20549-0102.

(OppenheimerFunds logo)

Appendix to Prospectus of
Oppenheimer Capital Appreciation Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Capital Appreciation Fund/VA (the
"Fund") under the heading "Annual Total Return (as of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund depicting the annual total returns of a
hypothetical $10,000 investment in shares of the Fund for each of the 10 most recent calendar years,
without deducting separate account expenses. Set forth below are the relevant data that will appear on the
bar chart:

Calendar
Year
Ended Annual Total Returns

12/31/92 14.53%
12/31/93 7.25%
12/31/94 0.97%
12/31/95 36.66%
12/31/96 25.20%
12/31/97 26.69%
12/31/98 24.00%
12/31/99 41.66%
12/31/00 -0.23%
12/31/01 -12.58%

Oppenheimer
Main Street Small Cap Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 2002

Oppenheimer Main Street Small Cap Fund/VA is a mutual
fund that seeks capital appreciation to make your
investment grow. The Fund invests mainly in common
stocks of small-cap companies. Prior to May 1, 2001,
the Fund was named Oppenheimer Small Cap Growth
Fund/VA.
Shares of the Fund are sold only as the
underlying investment for variable life insurance
policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for
the insurance product you have selected accompanies
this Prospectus and explains how to select shares of
the Fund as an investment under that insurance product,
and whether you are only eligible to purchase Service
shares of the Fund.
This Prospectus contains important information about
the Funds objective, its investment policies,
strategies and risks. Please read this Prospectus (and
your insurance product prospectus) carefully before you
invest and keep them for future reference about your
account.

(OppenheimerFunds logo)
As with all mutual funds, the Securities
and Exchange Commission has not approved or disapproved
the Funds securities nor has it determined that
this Prospectus is accurate or complete.
It is a criminal offense to represent otherwise.

CONTENTS

ABOUT THE FUND

The Funds Objective and Investment Strategies

Main Risks of Investing in the Fund

The Funds Past Performance

About the Funds Investments

How the Fund is Managed

INVESTING IN THE FUND

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Funds Objective and Investment Strategies

What is the Funds Investment Objective? The Fund seeks capital appreciation.

What Does The Fund Mainly Invest In? The Fund invests mainly in common stocks of small-capitalization (small cap) U.S.
companies that the Funds investment manager, OppenheimerFunds, Inc. (the "Manager") believes have favorable business
trends or prospects. Under normal market conditions, the Fund will invest at least 80% of its net assets (including any
borrowings for investment purposes) in securities of companies having a small market capitalization. Prior to July 31,
2002, the percentage requirement in the preceding sentences is 65% of total assets. These may include "growth" and/or
"value" common stocks and other equity securities. A value investment style attempts to find companies whose securities
are believed to be undervalued in the marketplace. A growth investment style encompasses a search for companies whose
earnings are expected to increase at a greater rate than the overall market. The Fund incorporates a blended style of
investing combining both growth and value styles.

The Fund currently considers an issuer having a market capitalization of up to $2.5 billion to be a small-cap
issuer. The Fund measures that capitalization at the time the Fund buys the security, and it is not required to sell the
security if the issuers capitalization grows above $2.5 billion. Over time, the Fund may change the range of assets it
uses to define small-cap issuers, as market conditions change. The Funds investment program is more fully explained in
About the Funds Investments, below.

- ---------------------------------------------------------------------------------------------------------------------
What is Market Capitalization"?
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
In general, the market capitalization is the value of a company determined by the total market value of its
issued and outstanding common stock.
- ---------------------------------------------------------------------------------------------------------------------

How Do The Portfolio Managers Decide What Securities To Buy Or Sell? In selecting securities for purchase or sale by the
Fund, the Funds portfolio managers use an investment process that combines quantitative models, fundamental research
about particular securities and individual judgment. The use of that process to manage this Fund commenced May 1, 2001.
While this process and the inter-relationship of the factors used may change over time and its implementation may vary in
particular cases, in general the selection process involves the use of:

o Multi-factor quantitative models: These include a group of top-down models that analyze data such as relative
valuations, relative price trends, interest rates and the shape of the yield curve. These help direct portfolio
emphasis by industries and value or growth styles. A group of bottom up models helps to rank stocks in a universe,
selecting stocks for relative attractiveness by analyzing fundamental stock and company characteristics.
o Fundamental research: The portfolio managers use internal research and analysis by other market analysts, with
emphasis on current company news and industry-related events.
o Judgment: The portfolio is then continuously re-balanced by the portfolio managers, based upon the quantitative
tools and quantitative factors described above.

In seeking broad diversification of the Funds portfolio, the portfolio managers currently search primarily for
the following characteristics (although these may vary over time and in different cases):
o Companies with a small market capitalization.
o Companies with financial characteristics attractive to our quantitative models.
o Companies experiencing positive changes in operations due to enhanced competitive ability and/or beneficial
industry trends.

The portfolio managers employ a disciplined approach in deciding whether to sell particular portfolio securities
based on quantitative models and fundamental research. If a particular stock exhibits a material decrease in revenue and
earnings growth, they will consider selling the stock. In addition, if the reason that the portfolio managers originally
purchased the stock of a particular company materially changes then they may also decide to sell the stock.

Who is the Fund Designed For? The Funds shares are available only as an investment option under certain variable annuity
contracts, variable life insurance policies and investment plans offered through insurance company separate accounts of
participating insurance companies, for investors seeking capital growth in their investment over the long term, from a
fund that invests in small-cap stocks. Those investors should be willing to assume the greater risks of short-term share
price fluctuations that are typical for an aggressive fund focusing on small-cap stocks. Since the Fund does not invest
for income and the income from its investments will likely be small, it is not designed for investors needing an assured
level of current income. However, the Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments have some degree of risk. The Fund's investments, in particular, are subject to changes in their
value from a number of factors described below. Investments in stocks can be volatile and are subject to changes in
general stock market movements (this is referred to as market risk). There is also the risk that poor security
selection by the Manager will cause the Fund to underperform other funds having a similar objective. There may be events
or changes affecting particular industries that might have a relatively greater weighting in the Funds portfolio (this
is referred to as industry risk) or the change in value of a particular stock because of an event affecting the issuer.

Stocks of growth companies may provide greater opportunities for capital appreciation but may be more volatile
than other stocks. That volatility is likely to be even greater for small-cap companies. The Fund can also buy foreign
securities that have special risks not associated with investments in domestic securities, such as the effects of
currency fluctuations on relative prices.

The Manager tries to reduce risks by carefully researching securities before they are purchased. The Fund
attempts to reduce its exposure to market risks by diversifying its investments, that is, by not holding a substantial
percentage of the stock of any one company and by not investing too great a percentage of the Funds assets in any one
company. Also, the Fund does not concentrate 25% or more of its assets in investments in any one industry. However,
changes in the overall market prices of securities can occur at any time. The share price of the Fund will change daily
based on changes in market prices of securities and market conditions, and in response to other economic events.

RISKS OF INVESTING IN STOCKS. Because the Fund invests primarily in common stocks of small-cap companies, the value of
the Funds portfolio will be affected by changes in the stock market and the special economic and other factors that
might primarily affect the prices of small cap stocks. Market risk will affect the Funds net asset value per share,
which will
fluctuate as the values of the Funds portfolio securities change. The prices of individual stocks do not all move in
the same direction uniformly or at the same time. Different stock markets may behave differently from each other.

Securities in the Funds portfolio may not increase as much as the market as a whole. Some small cap securities
may be inactively traded, and therefore, may not be readily bought or sold. Although profits in some Fund holdings may
be realized quickly, investors should not expect the Funds investments to appreciate rapidly. Other factors can affect
a particular stocks price, such as poor earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the issuer or its industry.

Industry, Sector and Investment Style Focus. At times the Fund may increase the relative emphasis of its investments in
a particular industry or sector, and in the growth or value investment styles. The prices of stocks of issuers in
a particular industry, sector or investment style may go up and down in response to changes in economic
conditions, government regulations, availability of basic resources or supplies, or other events that affect that
industry or sector more than others. To the extent that the Fund increases the relative emphasis of its
investments in a particular industry, sector or investment style, its share values may fluctuate in response to
events affecting that industry, sector or investment style. To some extent that risk may be limited by the
Funds policy of not concentrating 25% or more of its assets in investments in any one industry.

The growth and value investment styles each have their own investment risks, and either may be out of favor at any point
in time. Stocks of growth companies, particularly newer companies, may offer opportunities for greater capital
appreciation but may be more volatile than stocks of larger, more established companies. If the company's
earnings growth or stock price fails to increase as expected the stock price of a growth company may decline
sharply. If value stocks prove not to be undervalued, the stock price may not appreciate and may even decline.

Special Risks of Small-Cap Stocks. The Fund focuses its investments on securities of companies having a small market
capitalization, which can include both established and newer companies. While newer emerging growth companies
might offer greater opportunities for capital appreciation than larger, more established companies, they involve
substantially greater risks of loss and price fluctuations than larger, more-established issuers.

Small-cap companies may have limited product lines or markets for their products, limited access to financial
resources and less depth in management skill than larger, more established companies. Their stocks may be less
liquid than those of larger issuers. That means the Fund could have greater difficulty selling a security of a
small cap issuer at an acceptable price, especially in periods of market volatility. That factor increases the

potential for losses to the Fund. Also, it may take a substantial period of time before the Fund realizes a gain
on an investment in a small-cap company, if it realizes any gain at all.

How Risky is the Fund Overall? The risks described above collectively form the overall risk profile of the Fund and can
affect the value of the Fund's investments, its investment performance and its price per share. Particular
investments and investment strategies also have risks. These risks mean that you can lose money by investing in
the Fund. When you redeem your shares, they may be worth more or less than what you paid for them. There is no
assurance that the Fund will achieve its investment objective. In the short term, the markets for small-cap
stocks can be volatile, and the price of the Funds shares can go up and down substantially. The Fund generally
does not use income-oriented investments to help cushion the Fund's total return from changes in stock prices,
except for defensive purposes. The Fund is a very aggressive investment vehicle, designed for investors willing
to assume greater risks in the hope of achieving greater gains. It generally may be less volatile than funds
focusing on emerging markets but its share price is likely to fluctuate more than the price of shares of Funds
emphasizing large-cap stocks. However, the Fund is not a complete investment program.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

The Funds Past Performance

The bar chart and table below show one measure of the risks of investing in the Fund, by showing changes in the Funds
performance from year to year since the Funds inception and by showing how the average annual total return of the Funds
shares compare to those of a small-capitalization sector index. That performance occurred prior to the change in the
Funds portfolio managers and implementation of the investment process utilized by them, on May 1, 2001. The Funds past
investment performance is not necessarily an indication of how the Fund will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/02 through 3/31/02, the Fund's cumulative return (not annualized) was 3.26%. Charges imposed by
the separate accounts that invest in the Fund are not included in the calculations of return in this bar chart, and if
those charges were included, the returns would be less than those shown.

During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was 49.05% (4th
Q99) and the lowest return (not annualized) for a calendar quarter was 18.40% (1st Q01).

- ------------------------------- ---------------------------- ----------------------------
Average Annual Total Returns
for the periods ended 1 Year 5 Years
December 31, 2001 (or life of class if less) (or life of class if less)
- ------------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ----------------------------
Oppenheimer Main Street Small -0.36% 3.76%
Cap
Fund/VA
(inception 5/1/98)
- ------------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ----------------------------

Russell 2000 Index 2.49% 1.64%1
- ------------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ----------------------------
Oppenheimer Main Street Small 4.15%2 N/A
Cap Fund/VA
Service Share Class
(inception 7/16/2001)
- ------------------------------- ---------------------------- ----------------------------

The Fund's returns in the table measure the performance of a hypothetical account without deducting charges imposed by
the separate accounts that invest in the Fund and assume that all dividends and capital gains distributions have been
reinvested in additional shares. Because the Fund invests primarily in small-cap stocks, the Funds performance is
compared to the Russell 2000 Index, an unmanaged index of equity securities of small capitalization companies that is a
measure of the small company market. However, it must be remembered that the index performance reflects the reinvestment
of income but does not consider the effects of transaction costs. Also, the Fund may have investments that vary from the
index.

1. From 4/30/98.
2. Performance for the Service Share class would have been lower if the 0.10% increase in the service fee for that class,
effective May 1, 2002, had occurred during the period shown above. The total return shown is cumulative.

The Fund's total returns should not be expected to be the same as the returns of other Oppenheimer funds, even if both
funds have the same portfolio managers and/or similar names.

About the Funds Investments

The Funds Principal Investment Policies. The allocation of the Funds portfolio among the different types of permitted
investments will vary over time based upon the evaluation of economic and market trends by the Manager. The Funds
portfolio might not always include all of the different types of investments described below. The Statement of Additional
Information contains more detailed information about the Funds investment policies and risks.

Small-Cap Stocks. The Fund invests mainly in a diversified portfolio of common stocks of smaller companies to seek
capital appreciation. Small-cap growth companies could include, for example, companies that are developing new
products or services, that have relatively favorable prospects, or that are expanding into new and growing
markets. They may be providing new products or services that can enable them to capture a dominant or important
market position. They may have a special area of expertise or the capability to
take advantage of changes in demographic factors in a more profitable way than larger, more established
companies. Current examples include companies in the fields of telecommunications, biotechnology, computer
software, and new consumer products. Small-cap value companies are those companies believed to be undervalued by
the marketplace. Current examples may include consumer and retail stocks.

The definition of small capitalization issuers used by the Manager is based on the current market capitalization
measurement used by Lipper Analytical Services, Inc., an independent mutual fund rating company. The range of
assets can change and the Manager may choose another basis for determining its definition of small cap.

Investing in Small, Unseasoned Companies. The Fund can invest in small, unseasoned companies. These are companies that
have been in operation less than three years, including the operations of any predecessors. Because these
companies have a limited
operating history and may be more dependent on the efforts of individual managers, their securities may have
limited liquidity and their prices may be very volatile. The Fund currently does not intend to invest more than
20% of its net assets in these securities.

Newer companies typically retain a large part of their earnings for research, development or investment in capital
assets. Therefore, they do not tend to emphasize paying dividends, and may not pay any dividends for some time
after the Fund buys their stock. However, the Fund does not have current income as a goal.

Portfolio Turnover. The Fund may engage in short-term trading to try to achieve its objective, and will likely have a
portfolio turnover rate in excess of 100% annually. Portfolio turnover affects brokerage costs the Fund pays. The
Financial Highlights table at the end of this Prospectus shows the Funds portfolio turnover rates during prior
fiscal years.

SPECIAL PORTFOLIO DIVERSIFICATION REQUIREMENTS. To enable a variable annuity or variable life insurance contract based on
an insurance company separate account to qualify for favorable tax treatment under the Internal Revenue Code, the
underlying investments must follow special diversification requirements that limit the percentage of assets that can be
invested in securities of particular issuers. The Funds investment program is managed to meet those requirements, in
addition to other diversification requirements under the Internal Revenue Code and the Investment Company Act that apply
to publicly-sold mutual funds.

CAN THE FUNDS INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Funds Board of Trustees can change non-fundamental
investment policies without shareholder approval, although significant changes will be described in amendments to this
Prospectus. Shareholders will receive 60 days advance notice of any change in the 80% requirement described above under
What Does The Fund Mainly Invest in? Fundamental policies are those that cannot be changed without the approval of a
majority of the Funds outstanding voting shares. The Funds investment objective is a fundamental policy. Investment
restrictions that are fundamental policies are listed in the Statement of Additional Information. An investment policy is
not fundamental unless this Prospectus or the Statement of Additional Information says that it is.

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use the investment techniques and strategies
described below. The Manager might not always use all of the different types of techniques and investments described
below. These techniques involve certain risks, although some are designed to help reduce investment or market risks.

Other Equity Securities. While the Fund emphasizes investments in common stocks, it may also buy preferred stocks and
securities convertible into common stock. While some convertible securities are debt securities, the Manager
considers some of them to be equity equivalents because of the conversion feature and in that case their rating
has less impact on the investment decision than in the case of other debt securities. Nevertheless, convertible
securities are subject to both credit risk (the risk that the issuer will not pay interest or repay principal
in a timely manner) and interest rate risk (the risk that the prices of the securities will be affected
inversely by changes in
prevailing interest rates). If the Fund buys convertible securities (or other debt securities) it will focus
primarily on investment-grade securities, which pose less credit risk than lower-grade debt securities.

Foreign Securities. The Fund can invest in foreign securities, although most of the small cap stocks the Fund holds are
issued by domestic companies. The Fund currently emphasizes investments in U.S. companies and does not expect its
investments in foreign securities to exceed 25% of its net assets.

While foreign securities offer special investment opportunities, there are also special risks. The change in
value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of
securities denominated in that foreign currency. Foreign issuers are not subject to the same accounting and
disclosure requirements that U.S. companies are subject to.

The value of foreign investments may be affected by exchange control regulations, currency devaluations,
expropriation or nationalization of a company's assets, foreign taxes, delays in settlement of transactions,
changes in governmental economic or monetary policy in the U.S. or abroad, or other political and economic
factors.

Illiquid and Restricted Securities. Investments may be illiquid because there is no active trading market for them,
making it difficult to value them or dispose of them promptly at an acceptable price. A restricted security is
one that has a contractual restriction on its resale or which cannot be sold publicly until it is registered
under the Securities Act of 1933. The Fund will not invest more than 15% of its net assets in illiquid or
restricted
securities. Certain restricted securities that are eligible for resale to qualified institutional purchasers may
not be subject to that limit. The Manager monitors holdings of illiquid securities on an ongoing basis to
determine whether to sell any holdings to maintain adequate liquidity.

Derivative Investments. The Fund can invest in a number of different kinds of derivative investments. In general terms, a
derivative investment is an investment contract whose value depends on (or is derived from) the value of an
underlying asset, interest rate or index. In the broadest sense, options, futures contracts, and other hedging
instruments the
Fund might use may be considered derivative investments. In addition to using derivatives for hedging, the
Fund might use other derivative investments because they offer the potential for increased value. The Fund
currently does not use derivatives to a significant degree and is not required to use them in seeking its
objective.

Derivatives have risks. If the issuer of the derivative investment does not pay the amount due, the Fund can lose
money on the investment. The underlying security or investment on which a derivative is based, and the derivative
itself, may not perform the way the Manager expected it to. As a result of these risks the Fund could realize
less principal or income from the investment than expected or its hedge might be unsuccessful. As a result, the
Funds share prices could fall. Certain derivative investments held by the Fund might be illiquid.

o Hedging. The Fund can buy and sell futures contracts, put and call options, and forward contracts. These are all
referred to as hedging instruments. The Fund does not currently use hedging extensively nor for speculative
purposes. It has limits on its use of hedging instruments and is not required to use them in seeking its
objective.

Some of these strategies would hedge the Funds portfolio against price fluctuations. Other hedging strategies,
such as buying futures and call options, would tend to increase the Fund's exposure to the securities market.

Options trading involves the payment of premiums and has special tax effects on the Fund. If a covered call
written by the Fund is exercised on an investment that has increased in value, the Fund will be required to sell
the investment at the call price and will not be able to realize any profits if the investment has increased in
value above the call price. There are also special risks in particular hedging strategies. If the Manager used a
hedging instrument at the wrong time or judged market conditions incorrectly, the strategy could reduce the
Funds return. The Fund could also experience losses if the prices of its futures and options positions were not
correlated with its other investments or if it could not close out a position because of an illiquid market.

Temporary Defensive and Interim Investments. In times of unstable adverse market or economic conditions, the Fund can
invest up to 100% of its assets in temporary investments that are inconsistent with the Funds principal investment
strategies. Generally they would be cash or cash equivalents, such as U.S. Treasury Bills and other short-term U.S.
government obligations or high-grade commercial paper. To the extent the Fund invests defensively in these securities, it
might not achieve its investment objectives.

How the Fund Is Managed

The Manager. The Funds investment Manager, OppenheimerFunds, Inc., chooses the Fund's investments and 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 that states the Manager's responsibilities. The Agreement sets the fees paid by
the Fund to the Manager and describes the expenses that the Fund is responsible to pay to conduct its business.

The Manager has been an investment adviser since 1960 and currently manages investment companies, including other
Oppenheimer funds. The Manager and its subsidiaries and affiliates managed $130 billion in assets as of March 31, 2002
including other Oppenheimer funds, with more than 6.3 million shareholder accounts. The Manager is located at 498
Seventh Avenue, New York, New York 10018.

Portfolio Managers. The portfolio managers of the Fund are Charles Albers and Mark Zavanelli.
They have been principally responsible for the management of the Fund since May 1, 2001. Mr. Albers is a
Vice President of the Fund, a Senior Vice President of the Manager and an officer and portfolio manager of
other Oppenheimer funds. Mr. Zavanelli is a Vice President of the Fund and of the Manager and an officer and
portfolio Manager of other Oppenheimer funds. Prior to joining the Manager in April 1998, Mr. Albers was
a portfolio manager at Guardian Investor Services (from 1972), the investment management
subsidiary of The Guardian Life Insurance Company. Before joining the Manager in April 1998, Mr. Zavanelli was
President of Waterside Capital Management, a registered investment advisor (from August 1995),
and a financial research analyst for Elder Research (from June 1997).

Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the Manager an advisory fee at an annual rate that
declines on additional assets as the Fund grows: 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 over $800 million. The Fund's management fee for its last fiscal year ended December
31, 2001, was 0.75% of the Funds average annual net assets for each class of shares.

Possible Conflicts of Interest. The Fund offers its shares to separate accounts of different insurance companies that
are not affiliated with each other, as an investment for their variable annuity, variable life and other
investment product contracts. While the Fund does not foresee any disadvantages to contract owners from these
arrangements, it is possible that the interests of owners of different contracts participating in the Fund
through different separate accounts might conflict. For example, a conflict could arise because of differences in
tax treatment.

The Funds Board has procedures to monitor the portfolio for possible conflicts to determine what action should
be taken. If a conflict occurs, the Board might require one or more participating insurance company separate
accounts to withdraw their investments in the Fund. That could force the Fund to sell securities at
disadvantageous prices, and orderly portfolio management could be disrupted. Also, the Board might refuse to sell
shares of the
Fund to a particular separate account, or could terminate the offering of the Funds shares if required to do so
by law or if it would be in the best interests of the shareholders of the Fund to do so.

Investing in the Fund

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by separate investment accounts of participating
insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other
investment products. Individual investors cannot buy shares of the Fund directly. Please refer to the accompanying
prospectus of the participating insurance company for information on how to select the Fund as an investment option for
that variable life insurance policy, variable annuity or other investment product. That Prospectus will indicate whether
you are only eligible to purchase Service shares of the Fund. The Fund reserves the right to refuse any purchase order
when the Manager believes it would be in the Funds best interests to do so.

|X| Market Timers. The Fund has instructed its participating insurance companies that it may restrict or refuse
investments by their separate accounts from market timers. Market timers include persons whose separate account
transactions have, or have attempted (i) an exchange out of the Fund within two weeks of an earlier exchange request,
(ii) exchanges out of the Fund more than twice in any calendar quarter, (iii) an exchange of Fund shares equal to at
least $5 million, or more than 1% of the Funds net assets, or (iv) other transactions in Fund shares that demonstrated a
timing pattern. Separate accounts under common ownership or control are combined for these limits. There can be no
assurance that all such participating insurance companies will be successful in controlling investments in their
respective separate accounts by market timers.

- ---------------------------------------------------------------------------------------------------------------------------
Information about your investment in the Fund through your variable annuity contract, variable life insurance policy or
other plan can be obtained only from your participating insurance company or its servicing agent. The Funds Transfer
Agent does not hold or have access to those records. Instructions for buying or selling shares of the Fund should be
given to your insurance company or its servicing agent, not directly to the Fund or its Transfer Agent.
- ---------------------------------------------------------------------------------------------------------------------------

At What Price Are Shares Sold? Shares are sold at their offering price, which is the net asset value per share. The Fund
does not impose any sales charge on purchases of its shares. If there are any charges imposed under the variable annuity,
variable life or other contract through which Fund shares are purchased, they are described in the accompanying
prospectus of the participating insurance company.

The net asset value per share is determined as of the close of The New York Stock Exchange on each day that the
exchange is open for trading (referred to in this Prospectus as a regular business day). The Exchange normally closes
at 4:00 P.M., New York time, but may close earlier on some days. All references to time in this Prospectus mean New York
time.

The net asset value per share is determined by dividing the value of the Funds net assets attributable to a
class by the number of shares of that class that are outstanding. To determine net asset value, the Funds Board of
Trustees has established procedures to value the Funds securities, in general, based on market value. The Board has
adopted special procedures for valuing illiquid and restricted securities and obligations for which market values cannot
be readily obtained. Because some foreign securities trade in markets and on exchanges that operate on weekends and U.S.
holidays, the values of some of the Funds foreign investments may change on days when investors cannot buy or redeem
Fund shares.

If, after the close of the principal market on which a security held by the Fund is traded, and before the time
the Funds securities are priced that day, an event occurs that the Manager deems likely to cause a material change in
the value of such security, the Funds Board of Trustees has authorized the Manager, subject to the Boards review, to
ascertain a fair value for such security.

The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Funds designated agent to
receive purchase orders) receives a purchase order from its contract owners to purchase Fund shares on a regular business
day, provided that the Fund receives the order from the insurance company by 9:30 A.M. on the next regular business day
at the offices of its Transfer Agent in Denver, Colorado.

Classes of Shares. The Fund may offers two different classes of shares. The class designated as Service shares are
subject to a Distribution and Service Plan. The impact of the expenses of the Plan on Service shares is described below.
The class of shares that are not subject to a Plan has no class name designation. The different classes of shares
represent investments in the same portfolio of securities but are expected to have different expenses and share prices.

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan for Service
shares to pay the distributor, for distribution related services for the Funds Service shares. Under the Plan, payments
are made quarterly at an annual rate of up to 0.25% of the average annual net assets of Service shares of the Fund. The
distributor currently uses all of those fees to compensate sponsor(s) of the insurance product that offers Fund shares,
for providing personal service and maintenance of accounts of their variable contract owners that hold Service shares.
The impact of the service plan is to increase operating expenses of the Service shares, which results in lower
performance compared to the Funds shares that are not subject to a service fee.

How Are Shares Redeemed? As with purchases, only the participating insurance companies that hold Fund shares in their
separate accounts for the benefit of variable annuity contracts, variable life insurance policies or other investment
products can place orders to redeem shares. Contract holders and policy holders should not directly contact the Fund or
its transfer agent to request a redemption of Fund shares. Contract owners should refer to the withdrawal or surrender
instructions in the accompanying prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net asset value per share that is determined after
the participating insurance company (as the Funds designated agent) receives a redemption request on a regular business
day from its contract or policy holder, provided that the Fund receives the order from the insurance company, generally
by 9:30 A.M. the next regular business day at the office of its Transfer Agent in Denver, Colorado. The Fund normally
sends payment by Federal Funds wire to the insurance companys account the day after the Fund receives the order (and no
later than 7 days after the Funds receipt of the order). Under unusual circumstances determined by the Securities and
Exchange Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class of shares from net investment income, if any,
on an annual basis, and to pay those dividends in March. Dividends and distributions will generally be lower for Service
shares, which normally have higher expenses. The Fund has no fixed dividend rate and cannot guarantee that it will pay
any dividends.

All dividends (and any capital gains distributions) will be reinvested automatically in additional Fund shares at
net asset value for the account of the participating insurance company (unless the insurance company elects to have
dividends or distributions paid in cash).

Capital Gains The Fund may realize capital gains on the sale of portfolio securities. If it does, it may make
distributions out of any net short-term or long-term capital gains in March of each year. The Fund may make supplemental
distributions of dividends and capital gains following the end of its fiscal year. There can be no assurance that the
Fund will pay any capital gains distributions in a particular year.

This information is only a summary of certain federal income tax information about an investment in Fund shares.
You should consult with your tax advisor or your participating insurance company representative about the effect of an
investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Funds financial performance since its inception.
Certain information reflects financial results for a single Fund share. The total return in the table represent the rate
that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP, the Fund's independent auditors, whose
report, along with the Funds financial statements, is included in the Statement of Additional Information, which is
available on request.

Financial Highlights

Year Ended December 31,
Non-Service shares 2001 2000 1999 1998(1)
======================================================================================================

Per Share Operating Data
Net asset value, beginning of period $ 11.09 $ 14.07 $ 9.60 $ 10.00
- ------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) --(2) (.03) (.02) (.02)
Net realized and unrealized gain (loss) (.04) (2.35) 4.49 (.38)
- ------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations (.04) (2.38) 4.47 (.40)
- ------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain -- (.60) -- --
- ------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 11.05 $ 11.09 $14.07 $ 9.60
======= ======= ====== =======
======================================================================================================
Total Return, at Net Asset Value(3) (0.36)% (18.34)% 46.56% (4.00)%
======================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $18,514 $14,599 $6,927 $ 994
- ------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $15,307 $12,576 $2,738 $ 441
- ------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment loss (0.01)% (0.29)% (0.37)% (0.79)%
Expenses 1.05% 1.37% 1.83% 0.87%(5)
Expenses, net of reduction to custodian fees N/A 1.35% 1.34% N/A
- ------------------------------------------------------------------------------------------------------
Portfolio turnover rate 213% 162% 176% 61%

1. For the period from May 1, 1998 (inception of offering) to December 31, 1998.
2. Less than $0.005 per share.
3. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering),
with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated
on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Total return
information does not reflect expenses that apply at the separate account
level or to related insurance products. Inclusion of these charges would
reduce the total return figures for all periods shown.
4. Annualized for periods of less than one full year.
5. Expense ratio has been calculated without adjustment for the reduction
to custodian expenses.

Oppenheimer Main Street Small Cap Fund/VA

Financial Highlights (Continued)

Period Ended
Service shares December 31, 2001(1)
============================================================================

Per Share Operating Data
Net asset value, beginning of period $10.61
- ----------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income --(2)
Net realized and unrealized gain (loss) .44
- ----------------------------------------------------------------------------
Total income (loss) from investment operations .44
- ----------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain --
- ----------------------------------------------------------------------------
Net asset value, end of period $11.05
======
============================================================================
Total Return, at Net Asset Value(3) 4.15%
============================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $108
- ----------------------------------------------------------------------------
Average net assets (in thousands) $ 26
- ----------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment loss (0.34)%
Expenses 1.19%
Expenses, net of reduction to custodian fees N/A
- ----------------------------------------------------------------------------
Portfolio turnover rate 213%

1. For the period from July 16, 2001 (inception of offering) to December
31, 2001.
2. Less than $0.005 per share.
3. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering),
with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated
on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Total return
information does not reflect expenses that apply at the separate account
level or to related insurance products. Inclusion of these charges would
reduce the total return figures for all periods shown.
4. Annualized for periods of less than one full year.

Oppenheimer Main Street Small Cap Fund/VA

Information and Services
For More Information on Oppenheimer Main Street Small Cap Fund/VA
The following additional information about the Fund is available without charge upon request:

Statement of Additional Information
This document includes additional information about the Funds investment policies, risks, and operations. It is
incorporated by reference into this Prospectus (which means it is legally part of this Prospectus).

Annual and Semi-Annual Reports
Additional information about the Funds investments and performance is available in the Funds Annual and
Semi-Annual Reports to shareholders. The Annual Report includes a discussion of market conditions and investment
strategies that significantly affected the Funds performance during its last fiscal year.
- ----------------------------------------------------------------------------------------------------------------------

How to Get More Information

- ----------------------------------------------------------------------------------------------------------------------
You can request the Statement of Additional Information, the Annual and Semi-Annual Reports, the notice explaining
the Funds privacy policy and other information about the Fund or instructions on how to contact the sponsor of your
insurance product:
By Telephone
Call OppenheimerFunds Services toll-free:
1.800.981.2871
By Mail
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
Information about the Fund, including the Statement of Additional Information, can be reviewed and copies at the
SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Library may be
obtained by calling the SEC at 202.942.8090. Reports and other information about the Fund are available on the EDGAR
database on the SECs Internet website at www.sec.gov. Copies may be obtained after payment of a duplicating fee by
electronic request at the SECs e-mail address: publicinfo@sec.gov or by writing to the SECs Public Reference
Section, Washington, D.C. 20549-0102.

The Funds SEC File No.: 811-4108
PR0297.001.0502
(OppenheimerFunds logo)

Appendix to Prospectus of
Oppenheimer Main Street Small Cap Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Main Street Small Cap Fund/VA (the "Fund") under
the heading "Annual Total Return (as of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund depicting the annual total returns of a hypothetical
$10,000 investment in shares of the Fund for the most recent calendar years, without deducting separate account
expenses. Set forth below are the relevant data that will appear on the bar chart:

Calendar
Year
Ended Annual Total Return

12/31/99 46.56%
12/31/00 -18.34%
12/31/01 -0.36%

Oppenheimer
Global Securities Fund/VA
A series of Oppenheimer Variable Account Funds

Oppenheimer Global Securities Fund/VA is a mutual fund
Prospectus dated May 1, 2002 that seeks long-term capital appreciation by investing
a substantial portion of assets in securities of
foreign issuers, "growth-type" companies, cyclical
industries and special situations that are considered
to have appreciation possibilities. It invests mainly
in common stocks of U.S. and foreign issuers.
Shares of the Fund are sold only as the
underlying investment for variable life insurance
policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for
the insurance product you have selected accompanies
this Prospectus and explains how to select shares of
the Fund as an investment under that insurance product,
and whether you are only eligible to purchase Service
shares of the Fund.
This Prospectus contains important information
about the Funds objective, its investment policies,
strategies and risks. Please read this Prospectus (and
your insurance product prospectus) carefully before you
invest and keep them for future reference about your
account.

Contents

About the Fund
- -----------------------------------------------------------

The Funds Objective and Investment
Strategies

Main Risks of Investing in the Fund

The Funds Past Performance

About the Funds Investments

How the Fund is Managed

Investing in the Fund
- -----------------------------------------------------------

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Funds Objective and Investment Strategies

- -----------------------------------------------------------

What Is the Funds Investment Objective? The Fund seeks
long-term capital appreciation by investing a substantial
portion of assets in securities of foreign issuers,
"growth-type" companies, cyclical industries and special
situations that are considered to have appreciation
possibilities.
- -----------------------------------------------------------

What Does the Fund Mainly Invest In? The Fund invests
mainly in common stocks, and can also buy other equity
securities, including preferred stocks and securities
convertible into common stock. The Fund buys securities of
issuers in the U.S. and foreign countries. The Fund can
invest without limit in foreign securities and can invest
in any country, including countries with developed or
emerging markets. However, the Fund's investment Manager,
OppenheimerFunds, Inc., currently emphasizes investments
in developed markets.

The Fund has no requirements to allocate its
investments in any set percentages in any particular
countries, but normally will invest in at least three
countries (one of which may be the United States).
Typically the Fund invests in a number of different
countries.

The Fund can invest in securities of issuers in
any market capitalization range. The Fund can also use
hedging instruments and certain derivative investments to
try to manage investment risks. These investments are more
fully explained in About the Funds Investments, below.

|X| How Does the Portfolio Manager Decide What
Securities to Buy or Sell? In selecting securities for the
Fund, the Funds portfolio manager looks primarily for
foreign and U.S. companies with high growth potential,
using fundamental analysis of a companys financial
statements and management structure, and analysis of the
companys operations and product development, as well as
the industry of which the issuer is part.

The portfolio manager considers overall and
relative economic conditions in U.S. and foreign markets,
and seeks broad diversification in different countries to
help moderate the special risks of foreign investing. The
portfolio manager currently focuses on the factors below
(which may vary in particular cases and may change over
time), looking for:
companies of small-, medium- and
large-capitalization ranges worldwide,
stocks to provide growth opportunities, and
companies with strong competitive positions and
high demand for their products or services.

In applying these and other selection criteria,
the portfolio manager considers the effect of worldwide
trends on the growth of various business sectors. The
trends, or global themes, currently employed include
technological change, demographic/geopolitical change, and
changing resource needs. The Fund does not invest a fixed
or specific amount of its assets in any one sector, and
these themes and this strategy may change over time.

Who Is the Fund Designed For? The Funds shares are
available only as an investment option under certain
variable annuity contracts, variable life insurance
policies and investment plans offered through insurance
company separate accounts of participating insurance
companies, for investors seeking capital growth in their
investment over the long term, from a fund that normally
has substantial investments in foreign securities. Those
investors should be willing to assume the risks of
short-term share price fluctuations that are typical for a
fund focusing on stock investments and investments in
foreign securities. Since the Fund does not invest with
the goal of seeking income, and its current income will
likely be small, it is not designed for investors needing
an assured level of current income. The Fund is not a
complete investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's
investments are subject to changes in their value from a
number of factors described below. There is also the risk
that poor security selection by the Funds investment
manager, OppenheimerFunds, Inc., will cause the Fund to
underperform other funds having similar objectives.

However, changes in the overall market prices of
securities and the income they pay can occur at any time.
The share prices of the Fund will change daily based on
changes in market prices of securities and market
conditions and in response to other economic events.

|X| Risks of Investing in Stocks. Stocks
fluctuate in price, and their short-term volatility at
times may be great. Because the Fund currently focuses its
investments primarily on common stocks for capital
appreciation, the value of the Funds portfolio will be
affected by changes in the stock markets. Market risk will
affect the Funds net asset values per share, which will
fluctuate as the values of the Funds portfolio securities
change. A variety of factors can affect the price of a
particular stock, and the prices of individual stocks do
not all move in the same direction uniformly or at the
same time. Different stock markets may behave differently
from each other.

Additionally, stocks of issuers in a particular
industry may be affected by changes in economic conditions
that affect that industry more than others, or by changes
in government regulations, availability of basic resources
or supplies, or other events. To the extent that the Fund
has greater emphasis on investments in a particular
industry using its global themes strategy, its share
values may fluctuate in response to events affecting that
industry.

Other factors can affect a particular stocks
price, such as poor earnings reports by the issuer, loss
of major customers, major litigation against the issuer,
or changes in government regulations affecting the issuer.
The Fund can invest in securities of large companies and
also small and medium-size companies, which may have more
volatile stock prices than large companies.

|X| Risks of Foreign Investing. The Fund
expects to invest substantial amounts of its assets in
foreign securities. While foreign securities offer special
investment opportunities, there are also special risks.

The change in value of a foreign currency against
the U.S. dollar will result in a change in the U.S. dollar
value of securities denominated in that foreign currency.
Foreign issuers are not subject to the same accounting and
disclosure requirements that U.S. companies are subject
to. The value of foreign investments may be affected by
exchange control regulations, expropriation or
nationalization of a company's assets, foreign taxes,
delays in settlement of transactions, changes in
governmental economic or monetary policy in the U.S. or
abroad, or other political and economic factors.

|X| There are Special Risks in Using Derivative
Investments. The Fund can use derivatives to seek
increased returns or to try to hedge investment risks. In
general terms, a derivative investment is one whose value
depends on (or is derived from) the value of an underlying
asset, interest rate or index. Options, futures, and
forward contracts are examples of derivatives.

If the issuer of the derivative does not pay the
amount due, the Fund can lose money on the investment.
Also, the underlying security or investment on which the
derivative is based, and the derivative itself, might not
perform the way the Manager expected it to perform. If
that happens, the Funds share prices could decline or the
Fund could get less income than expected. The Fund has
limits on the amount of particular types of derivatives it
can hold. However, using derivatives can cause the Fund to
lose money on its investment and/or increase the
volatility of its share prices.

How Risky is the Fund Overall? The risks described above
collectively form the overall risk profile of the Fund,
and can affect the value of the Fund's investments, its
investment performance and its prices per share.
Particular investments and investment strategies also have
risks. These risks mean that you can lose money by
investing in the Fund. When you redeem your shares, they
may be worth more or less than what you paid for them.
There is no assurance that the Fund will achieve its
investment objective.

In the short term, domestic and foreign stock
markets can be volatile, and the prices of the Funds
shares can go up and down substantially. The Fund does not
invest in debt securities to try to reduce the volatility
of its share prices. The Fund generally may be less
volatile than funds focusing on investments in emerging
markets or small-cap stocks, but the Fund has greater
risks than funds that focus solely on large-cap domestic
stocks or stocks and bonds.

An investment in the Fund is not a deposit of any bank and
is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

The Funds Past Performance

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing
annual total returns]

For the period from 1/1/02 through 3/31/02, the Fund's
cumulative return (not annualized) was 1.93%. Charges
imposed by the separate accounts that invest in the Fund
are not included in the calculations of return in this bar
chart, and if those charges were included, the returns
would be less than those shown. During the period shown
in the bar chart, the highest return (not annualized) for
a calendar quarter was 36.93% (4th Q '99) and the lowest
return (not annualized) for a calendar quarter was 17.87%
(3rd Q '01).

Average Annual Total Returns for the periods ended
December 31, 2001
5 Years 10 Years
Oppenheimer Global 1 Year (or life of (or life of class
Securities Fund/VA class if less) if less)
(inception 11/12/90) -12.04% 15.40% 13.91%

Morgan Stanley World Index -16.52% 5.74% 8.52% 1

Oppenheimer Global
Securities Fund/VA -12.17%2 -13.02% N/A
Service Share Class
(inception 7/13/00)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
1. From 12/31/91
2. Performance for the Service share class would have been lower if the 0.10% increase in the service fee
for that class, effective May 1, 2002, had occurred during the period shown above.

The Fund's average annual total returns measure the performance of a hypothetical account without deducting
charges imposed by the separate accounts that invest in the Fund and assume that all dividends and capital gains
distributions have been reinvested in additional shares. The performance of the Fund is compared to the Morgan
Stanley Capital International World Index, an unmanaged index of equity securities listed on stock exchanges of
20 foreign countries and the U.S. The index performance includes the reinvestment of income but does not reflect
transaction costs. The Funds investments vary from the index.

The Fund's total returns should not be expected to be the same as the returns of other Oppenheimer funds, even if
both funds have the same portfolio managers and/or similar names.

About the Funds Investments

|X| Stock Investments. The Fund invests in securities issued by domestic or foreign companies that the
Manager believes have appreciation potential. The Fund invests primarily in a diversified portfolio of common
stocks (and may buy other equity securities) of issuers that may be of small, medium or large size. Equity
securities include common stocks, preferred stocks and securities convertible into common stock. The Manager
considers some convertible securities to be equity equivalents because of the conversion feature and in that
case their rating has less impact on the Managers investment decision than in the case of other debt securities.
Nevertheless, convertible debt securities are subject to both "credit risk" (the risk that the issuer will not
pay interest or repay principal in a timely manner) and "interest rate risk" (the risk that prices of the
security will be affected inversely by changes in prevailing interest rates). If the Fund buys convertible
securities, it will focus primarily on investment-grade securities.

|_| Cyclical Opportunities. The Fund may also seek to take advantage of changes in the business cycle at
home and abroad by investing in companies that are sensitive to those changes if the Manager believes they have
growth potential. For example, when the economy is expanding, companies in the consumer durables and technology
sectors might benefit and present long-term growth opportunities. The Fund might sometimes seek to take tactical
advantage of short-term market movements or events affecting particular issuers or industries.

|_| Industry Focus. At times, the Fund may increase the relative emphasis of its investments in a
particular industry. Stocks of issuers in a particular industry are subject to changes in economic conditions,
government regulations, availability of basic resources or supplies, or other events that affect that industry
more than others. To the extent that the Fund has greater emphasis on investments in a particular industry, its
share values may fluctuate in response to events affecting that industry. To some extent that risk may be limited
by the Funds policy of not concentrating 25% or more of its total assets in investments in any one industry.

|X| Special Risks of Emerging and Developing Markets. Securities of issuers in emerging and developing
markets may offer special investment opportunities, but present risks not found in more mature markets. Those
securities may be more difficult to sell at an acceptable price and their prices may be more volatile than
securities of issuers in more developed markets. Settlements of trades may be subject to greater delays so that
the Fund might not receive the proceeds of a sale of a security on a timely basis. These investments may be very
speculative.

These countries might have less developed trading markets and exchanges. Emerging market countries may
have less developed legal and accounting systems and investments may be subject to greater risks of government
restrictions on withdrawing the sale proceeds of securities from the country. Economics of developing countries
may be more dependent on relatively few industries that may be highly vulnerable to local and global changes.
Governments may be more unstable and present greater risks of nationalization or restrictions on foreign
ownership of stocks of local companies.

|X| Special Portfolio Diversification Requirements. To enable a variable annuity or variable life
insurance contract based on an insurance company separate account to qualify for favorable tax treatment under
the Internal Revenue Code, the underlying investments must follow special diversification requirements that limit
the percentage of assets that can be invested in securities of particular issuers. The Funds investment program
is managed to meet those requirements, in addition to other diversification requirements under the Internal
Revenue Code and the Investment Company Act that apply to publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could cause earnings on a contract owners
interest in an insurance company separate account to be taxable income. Those diversification requirements might
also limit, to some degree, the Funds investment decisions in a way that could reduce its performance.
|X| Can the Fund's Investment Objective and Policies Change? The Funds Board of Trustees can change
non-fundamental investment policies without shareholder approval, although significant changes will be described
in amendments to this Prospectus. Fundamental policies cannot be changed without the approval of a majority of
the Funds outstanding voting shares. The Funds investment objective is a fundamental policy. Investment
restrictions that are fundamental policies are listed in the Statement of Additional Information. An investment
policy is not fundamental unless this Prospectus or the Statement of Additional Information says that it is.

|X| Portfolio Turnover. The Fund may engage in short-term trading to try to achieve its objective. It
might have a turnover rate in excess of 100% annually. Portfolio turnover affects brokerage costs the Fund pays.
The Financial Highlights table at the end of this Prospectus shows the Funds portfolio turnover rates during
prior fiscal years.

Other Investment Strategies. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Fund might not always use all of them. These techniques have risks, although
some of them are designed to help reduce overall investment or market risks.

Markets, underlying securities and indices might move in a direction not anticipated by the Manager.
Interest rate and stock market changes in the U.S. and abroad may also influence the performance of derivatives.
As a result of these risks the Fund could realize less principal or income from the investment than expected.
Certain derivative investments held by the Fund may be illiquid.

|X| Hedging. The Fund can buy and sell forward contracts, futures contracts, and put and call options,
including options on futures and broadly-based securities indices. These are all referred to as hedging
instruments. The Fund is not required to hedge to seek its objective. The Fund has limits on its use of hedging
instruments and does not use them for speculative purposes.

The Fund could buy and sell options, futures and forward contracts for a number of purposes. It might do
so to try to manage its exposure to the possibility that the prices of its portfolio securities may decline, or
to establish a position in the securities market as a temporary substitute for purchasing individual securities.
It might do so to try to manage its exposure to changing interest rates. Forward contracts can be used to try to
manage foreign currency risks on the Fund's foreign investments.

Options trading involves the payment of premiums and has special tax effects on the Fund. There are also
special risks in particular hedging strategies. For example, if a covered call written by the Fund is exercised
on an investment that has increased in value, the Fund will be required to sell the investment at the call price
and will not be able to realize any profit if the investment has increased in value above the call price. In
writing a put, there is a risk that the Fund may be required to buy the underlying security at a disadvantageous
price.

|X| Temporary Defensive and Interim Investments. For cash management purposes, the Fund can hold cash
equivalents such as commercial paper, repurchase agreements, Treasury bills and other short-term U.S. government
securities. In times of adverse or unstable market or economic conditions, the Fund can invest up to 100% of its
assets in temporary defensive investments that are inconsistent with the Funds principle investment strategies.
These would ordinarily be U. S. government securities, highly-rated commercial paper, bank deposits or repurchase
agreements. To the extent the Fund invests defensively in these securities, it might not achieve its investment
objective.

How the Fund Is Managed

The Manager. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries
out its duties, subject to the policies established by the Funds Board of Trustees, under an investment advisory
agreement that states the Manager's responsibilities. The agreement sets the fees the Fund pays to the Manager
and describes the expenses that the Fund is responsible to pay to conduct its business.

|X| Portfolio Manager. The portfolio manager of the Fund is William L. Wilby. He is a Vice President
of the Fund and a Senior Vice President of the Manager (since July 1994). He has been the person principally
responsible for the day-to-day management of the Funds portfolio since December 1995. Mr. Wilby also serves as a
Senior Vice President of HarbourView Asset Management Corporation (since May 1999); a Senior Investment Officer,
Director of International Equities (since May 2000) of the Manager; and an officer and portfolio manager for
other Oppenheimer funds. He was formerly Vice President of the Manager (October 1991 - July 1994) and of
HarbourView Asset Management Corporation (June 1992 - May 1999).

|X| Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee
at an annual rate that declines on additional assets as the Fund grows: 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 over $800 million. The Fund's management fee for its last fiscal
year ended December 31, 2001, was 0.64% of the Funds average annual net assets for each class of shares.

|X| Possible Conflicts of Interest. The Fund offers its shares to separate accounts of different
insurance companies that are not affiliated with each other, as an investment for their variable annuity,
variable life and other investment product contracts. While the Fund does not foresee any disadvantages to
contract owners from these arrangements, it is possible that the interests of owners of different contracts
participating in the Fund through different separate accounts might conflict. For example, a conflict could arise
because of differences in tax treatment.

Investing in the Fund

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by separate investment accounts of
participating insurance companies as an underlying investment for variable life insurance policies, variable
annuity contracts or other investment products. Individual investors cannot buy shares of the Fund directly.
Please refer to the accompanying prospectus of the participating insurance company for information on how to
select the Fund as an investment option for that variable life insurance policy, variable annuity or other
investment product. That prospectus will indicate whether you are only eligible to purchase Service shares of the
Fund. The Fund reserves the right to refuse any purchase order when the Manager believes it would be in the
Funds best interest to do so.

|X| Market Timers. The Fund has instructed its participating insurance companies that it may restrict
or refuse investments by their separate accounts from market timers. Market timers include persons whose
separate account transactions have, or have attempted (i) an exchange out of the Fund within two weeks of an
earlier exchange request, (ii) exchanges out of the Fund more than twice in any calendar quarter, (iii) an
exchange of Fund shares equal to at least $5 million, or more than 1% of the Funds net assets, or (iv) other
transactions in Fund shares that demonstrated a timing pattern. Separate accounts under common ownership or
control are combined for these limits. There can be no assurance that all such participating insurance companies
will be successful in controlling investments in their respective separate accounts by market timers.

|X| At What Price Are Shares Sold? Shares are sold at their offering price, which is the net asset value
per share. The Fund does not impose any sales charge on purchases of its shares. If there are any charges imposed
under the variable annuity, variable life or other contract through which Fund shares are purchased, they are
described in the accompanying prospectus of the participating insurance company.

The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Funds designated
agent to receive purchase orders) receives a purchase order from its contract or policy owners to purchase Fund
shares on a regular business day, provided that the Fund receives the order from the insurance company, generally
by 9:30 A.M. on the next regular business day at the offices of its Transfer Agent in Colorado.

|X| Classes of Shares. The Fund offers two different classes of shares. The class of shares designated as
Service shares are subject to a distribution and service plan. The impact of the expenses of that plan on
Service shares is described below. The class of shares that are not subject to a plan has no class name
designation. The different classes of shares represent investments in the same portfolio of securities but are
expected to be subject to different expenses and will likely have different share prices.

|X| Distribution and Service Plan for Service shares. The Fund has adopted a Distribution and Service Plan
for Service shares to pay the distributor, for distribution related services for the Funds Service shares. Under
the Plan, payments are made quarterly at an annual rate of up to 0.25% of the average annual net assets of
Service shares of the Fund. The distributor currently uses all of those fees to compensate sponsor(s) of the
insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their
variable contract owners that hold Service shares. The impact of the service plan is to increase operating
expenses of the Service shares, which results in lower performance compared to the Funds shares that are not
subject to a service fee.

How Are Shares Redeemed? As with purchases, only the participating insurance companies that hold Fund shares in
their separate accounts for the benefit of variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund shares. Contract owners should refer to
the withdrawal or surrender instructions in the accompanying prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net asset value per share that is
determined after the participating insurance company (as the Funds designated agent) receives a redemption
request on a regular business day from its contract or policy holder, provided that the Fund receives the order
from the insurance company, generally by 9:30 A.M. the next regular business day at the office of its Transfer
Agent in Colorado. The Fund normally sends payment by Federal Funds wire to the insurance companys account the
day after the Fund receives the order (and no later than seven days after the Funds receipt of the order). Under
unusual circumstances determined by the Securities and Exchange Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Capital Gains. The Fund may realize capital gains on the sale of portfolio securities. If it does, it may make
distributions out of any net short-term or long-term capital gains in March of each year. The Fund may make
supplemental distributions of dividends and capital gains following the end of its fiscal year. There can be no
assurance that the Fund will pay any capital gains distributions in a particular year.
Taxes. For a discussion of the tax status of a variable annuity contract, a variable life insurance policy or
other investment product of a participating insurance company, please refer to the accompanying prospectus of
your participating insurance company. Because shares of the Fund may be purchased only through insurance company
separate accounts for variable annuity contracts, variable life insurance policies or other investment products,
dividends paid by the Fund from net investment income and distributions (if any) of net realized short-term and
long-term capital gains will be taxable, if at all, to the participating insurance company.

This information is only a summary of certain federal income tax information about an investment in Fund
shares. You should consult with your tax advisor or your participating insurance company representative about the
effect of an investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Funds financial performance for its
non-service shares for the past five fiscal years and since inception for its service shares. Certain information
reflects financial results for a single Fund share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP, the Fund's independent auditors,
whose report, along with the Funds financial statements, is included in the Statement of Additional Information,
which is available on request.

Financial Highlights

Year Ended December 31,
Non-Service shares 2001 2000 1999 1998 1997
=============================================================================================================

Per Share Operating Data
Net asset value, beginning of period $30.33 $33.41 $22.07 $21.37 $17.67
- -------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .17 .27 .14 .24 .25
Net realized and unrealized gain (loss) (3.85) 1.82 12.21 2.64 3.68
- -------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations (3.68) 2.09 12.35 2.88 3.93
- -------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.19) (.09) (.14) (.46) (.23)
Dividends in excess of net investment income -- -- (.13) -- --
Distributions from net realized gain (3.62) (5.08) (.74) (1.72) --
- -------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders (3.81) (5.17) (1.01) (2.18) (.23)
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of period $22.84 $30.33 $33.41 $22.07 $21.37
====== ====== ====== ====== ======
=============================================================================================================
Total Return, at Net Asset Value(1) (12.04)% 5.09% 58.48% 14.11% 22.42%
=============================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $1,905,890 $2,136,420 $1,762,366 $1,135,029 $959,110
- -------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1,918,335 $2,116,100 $1,251,190 $1,055,123 $802,389
- -------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income 0.70% 0.83% 0.57% 1.22% 1.51%
Expenses 0.70% 0.68% 0.69% 0.74%(3) 0.76%(3)
- -------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 39% 50% 64% 81% 67%

1. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal period.
Total returns are not annualized for periods less than one full year. Total
return information does not reflect expenses that apply at the separate account
level or to related insurance products. Inclusion of these charges would
reduce the total return figures for all periods shown.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

Oppenheimer Global Securities Fund/VA

Financial Highlights (Continued)

Year Ended December 31,

Service shares 2001 2000(1)
========================================================================================================
Per Share Operating Data
Net asset value, beginning of period $30.30 $32.65
- --------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .21 .03
Net realized and unrealized gain (loss) (3.92) (2.38)
- --------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations (3.71) (2.35)
- --------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.19) --
Distributions from net realized gain (3.62) --
- --------------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders (3.81) --
- --------------------------------------------------------------------------------------------------------
Net asset value, end of period $22.78 $30.30
====== ======
========================================================================================================
Total Return, at Net Asset Value(2) (12.17)% (7.20)%
========================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $20,467 $983
- --------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 8,502 $325
- --------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 0.44% 0.60%
Expenses 0.85% 0.83%
- --------------------------------------------------------------------------------------------------------
Portfolio turnover rate 39% 50%

1. For the period from July 13, 2000 (inception of offering) to December 31,
2000.
2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the
reinvestment date, and redemption at the net asset value calculated on the last
business day of the fiscal period. Total returns are not annualized for
periods less than one full year. Total return information does not reflect
expenses that apply at the separate account level or to related insurance
products. Inclusion of these charges would reduce the total return figures
for all periods shown.
3. Annualized for periods of less than one full year.

Oppenheimer Global Securities Fund/VA

INFORMATION AND SERVICES
For More Information on Oppenheimer Global Securities Fund/VA

The following additional information about the Fund is available without charge upon request:

How to Get More Information
You can request the Statement of Additional Information, the Annual and Semi-Annual Reports, the notice
explaining the Funds privacy policy and other information about the Fund, or instructions on how to
contact the sponsor of your insurance product:
- -------------------------------------------------------------------------------------------------------------

By Telephone

- -------------------------------------------------------------------------------------------------------------
Call OppenheimerFunds Services toll-free:
1.800.981.2871

Appendix to Prospectus of
Oppenheimer Global Securities Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Global Securities Fund/VA (the "Fund")
under the heading "Annual Total Return (as of 12/31 each year)":

Calendar
Year
Ended Annual Total Returns

12/31/92 -7.11%
12/31/93 70.32%
12/31/94 -5.72%
12/31/95 2.24%
12/31/96 17.80%
12/31/97 22.42%
12/31/98 14.11%
12/31/99 58.48%
12/31/00 5.09%
12/31/01 -12.04%

Oppenheimer
Multiple Strategies Fund/VA
A series of Oppenheimer Variable Account Funds

Oppenheimer Multiple Strategies Fund/VA is a mutual
Prospectus dated May 1, 2002 fund that seeks a total investment return, which
includes current income and capital appreciation in the
value of its shares. The Fund allocates its
investments among common stocks, debt securities, and
"money market" instruments.
Shares of the Fund are sold only as the
underlying investment for variable life insurance
policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for
the insurance product you have selected accompanies
this Prospectus and explains how to select shares of
the Fund as an investment under that insurance product,
and whether you are only eligible to purchase Service
shares of the Fund.
This Prospectus contains important information
about the Funds objective, its investment policies,
strategies and risks. Please read this Prospectus (and
your insurance product prospectus) carefully before you
invest and keep them for future reference about your
account.

Contents

About the Fund
- -------------------------------------------------------------------------------------------------------------------

The Funds Objective and Investment Strategies

Main Risks of Investing in the Fund

The Funds Past Performance

About the Funds Investments

How the Fund is Managed

Investing in the Fund
- -------------------------------------------------------------------------------------------------------------------

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Funds Objective and Investment Strategies

- -------------------------------------------------------------------------------------------------------------------
What Is the Funds Investment Objective? The Fund seeks a high total investment return, which includes current
income and capital appreciation in the value of its shares.
- -------------------------------------------------------------------------------------------------------------------

What Does the Fund Mainly Invest In? The Funds investment Manager, OppenheimerFunds, Inc., uses a variety of
different types of securities and investment strategies to seek the Funds objective:
equity securities, such as common stocks, preferred stocks and securities convertible into common stock,
of issuers in the U.S. and foreign countries,
debt securities, such as bonds and notes issued by domestic and foreign companies (which can include
lower-grade, high-yield securities), securities issued or guaranteed by the U.S. government and its
agencies and instrumentalities including mortgage-related securities (these are referred to as U.S.
government securities), and debt obligations of foreign governments, and
money market instruments, which are debt obligations that have a maturity of 13 months or less,
including short-term U.S. government securities, corporate and bank debt obligations and commercialo
paper.

These investments are more fully explained in About the Funds Investments, below.

|X| How Do the Portfolio Managers Decide What Securities to Buy or Sell? In selecting securities for the
Fund, the Funds portfolio managers use different investment styles to carry out an asset allocation strategy
that seeks broad diversification across asset classes. They normally maintain a balanced mix of equity securities
and debt securities (including money market instruments), although the Fund is not required to weight the
portfolio holdings in a fixed proportion. Therefore, the portfolio's mix of equity securities, debt securities
and money market instruments will change over time.

The debt securities in the portfolio normally include a mix of U.S. government securities, high-yield
corporate bonds and foreign government bonds to seek current income. The relative amounts of those types of debt
securities in the portfolio will change over time, because those sectors of the bond markets generally react
differently to changing economic environments.

The portfolio managers employ both growth and value styles in selecting equity securities. They use
fundamental analysis of a companys financial statements and management structure, analysis of the companys
operations and product development, as well as the industry of which the issuer is part. Value investing seeks
issuers that are temporarily out of favor or undervalued in the market by various measures, such as the stocks
price/earnings ratio. Growth investing seeks issuers that the Manager believes have possibilities for increases
in their stock prices because of strong earnings growth compared to the market, the development of new products
or services or other favorable economic factors.

Who Is the Fund Designed For? The Funds shares are available only as an investment option under certain
variable annuity contracts, variable life insurance policies and investment plans offered through insurance
company separate accounts of participating insurance companies, for investors seeking high total return from
their investment over the long term, from a fund employing a variety of investments and investment styles in a
diversified portfolio. Those investors should be willing to assume the risks of short-term share price
fluctuations that are typical for a fund with significant investments in stocks and foreign securities. Since the
Funds income level will fluctuate, it is not designed for investors needing an assured level of current income,
and the Fund is not a complete investment program.

Main Risks of Investing in the Fund

However, changes in the overall market prices of securities and the income they pay can occur at any
time. The share price of the Fund will change daily based on changes in market prices of securities and market
conditions and in response to other economic events.

|X| Risks of Investing in Stocks. Stocks fluctuate in price, and their short-term volatility at times
can be great. The value of the Funds portfolio therefore will be affected by changes in the stock markets.
Market risk will affect the Funds net asset value per share, which will fluctuate as the values of the Funds
portfolio securities change. A variety of factors can affect the price of a particular stock, and the prices of
individual stocks do not all move in the same direction uniformly or at the same time. Different stock markets
may behave differently from each other.

Additionally, stocks of issuers in a particular industry may be affected by changes in economic
conditions that affect that industry more than others, or by changes in government regulations, availability of
basic resources or supplies, or other events. Other factors can affect a particular stocks price, such as poor
earnings reports by the issuer, loss of major customers, major litigation against the issuer, or changes in
government regulations affecting the issuer. The Fund can invest in securities of large companies and also small
and medium-size companies, which may have more volatile stock prices than large companies.

|X| Risks of Foreign Investing. The Fund can buy securities issued by companies or governments in any
country, including developed and underdeveloped countries. Although there are no limits on the amounts it can
invest in foreign securities, normally the Fund does not expect to invest more than 35% of its total assets in
foreign securities.

While foreign securities offer special investment opportunities, there are also special risks that can
reduce the Fund's share price and returns. The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in that foreign currency. Foreign issuers
are not subject to the same accounting and disclosure requirements that U.S. companies are subject to. The value
of foreign investments may be affected by exchange control regulations, currency devaluation, expropriation or
nationalization of a company's assets, foreign taxes, delays in settlement of transactions, changes in
governmental economic or monetary policy in the U.S. or abroad, or other political and economic factors. Foreign
government debt securities may not be backed by the full faith and credit of the issuing government.

|_| Special Risks of Emerging and Developing Markets. Securities of issuers in emerging and developing
markets may offer special investment opportunities, but present risks not found in more mature markets. Those
securities may be more difficult to sell at an acceptable price and their prices may be more volatile than
securities of issuers in more developed markets. Settlements of trades may be subject to greater delays so that
the Fund might not receive the proceeds of a sale of a security on a timely basis. These investments may be very
speculative.

|X| Credit Risk. Debt securities are subject to credit risk. Credit risk relates to the ability of the
issuer of a security to make interest and principal payments on the security as they become due. If the issuer
fails to pay interest, the Funds income might be reduced and if the issuer fails to repay principal, the value
of that security and of the Funds shares might be reduced. While the Funds investments in U.S. government
securities are subject to little credit risk, the Funds other investments in debt securities, particularly
high-yield lower-grade debt securities, are subject to risks of default.

|_| Special Risks of Lower-Grade Securities. Because the Fund can invest in securities below
investment-grade to seek high income, the Funds credit risks are greater than those of funds that buy only
investment-grade bonds. Lower-grade debt securities (commonly called junk bonds) may be subject to greater
market fluctuations and greater risks of loss of income and principal than investment-grade debt securities.
Securities that are (or that have fallen) below investment grade are exposed to a greater risk that the issuers
of those securities might not meet their debt obligations. These risks can reduce the Funds share price and the
income it earns.

|X| Interest Rate Risks. The values of debt securities, including U.S. government securities prior to
maturity, are subject to change when prevailing interest rates change. When interest rates fall, the values of
already-issued debt securities generally rise. When interest rates rise, the values of already-issued debt
securities generally fall and they may sell at a discount from their face amount. The magnitude of these
fluctuations will often be greater for longer-term debt securities than shorter-term debt securities. The Funds
share price can go up or down when interest rates change because of the effect of the changes on the value of the
Funds investments in debt securities.

|X| Prepayment Risk. Prepayment risk occurs when the mortgages underlying a mortgage-related security
are prepaid at a rate faster than anticipated (usually when interest rates fall) and the issuer of a security can
prepay the principal prior to the securitys maturity. Mortgage-related securities that are subject to prepayment
risk, including the CMOs and other mortgage-related securities that the Fund buys, generally offer less potential
for gains when prevailing interest rates decline, and have greater potential for loss than other debt securities
when interest rates rise.

If interest rates rise rapidly, prepayments might occur at slower rates than expected, which could have
the effect of lengthening the expected maturity of a short or medium-term security. That could cause its value to
fluctuate more widely in response to changes in interest rates. In turn, this could cause the value of the Funds
shares to fluctuate more.

|X| There Are Special Risks in Using Derivative Investments. The Fund can use derivatives to seek
increased returns or to try to hedge investment risks. In general terms, a derivative investment is an investment
contract whose value depends on (or is derived from) the value of an underlying asset, interest rate or index.
Options, futures, CMOs, and structured notes are examples of derivatives the Fund can use.

How Risky is the Fund Overall? The risks described above collectively form the overall risk profile of the Fund,
and can affect the value of the Fund's investments, its investment performance and its price per share.
Particular investments and investment strategies also have risks. These risks mean that you can lose money by
investing in the Fund. When you redeem your shares, they may be worth more or less than what you paid for them.
There is no assurance that the Fund will achieve its investment objective.

In the short term, domestic and foreign stock markets can be volatile, and the price of the Funds
shares will go up and down in response to those changes. The Funds income-oriented investments may help cushion
the Funds total return from changes in stock prices, but debt securities are subject to credit and interest rate
risks. The Fund may be less volatile than funds that focus only on stock investments, but has more risks than
funds that focus solely on investment grade bonds.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

The Funds Past Performance

The bar chart and table below show one measure of the risks of investing in the Fund, by showing changes
in the Funds performance from year to year for the last 10 years and by showing how the average annual total
returns for 1, 5 and 10 years or life of class of the Funds shares compare to those of broad-based market
indices. Performance is not shown for the Funds service shares, which were not offered as of March 31, 2002.
Because Service shares are subject to a service fee, the performance is expected to be lower for any given
period. The Funds past investment performance is not necessarily an indication of how the Fund will perform in
the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/02 through 3/31/02, the Fund's cumulative return (not annualized) was 0.36%. Charges
imposed by the separate accounts that invest in the Fund are not included in the calculations of return in this
bar chart, and if those charges were included, the returns would be less than those shown.
During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was 11.22%
(4th Q '98) and the lowest return (not annualized) for a calendar quarter was 10.96% (3rd Q '01).

- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Oppenheimer Multiple
Strategies Fund/VA
(inception 2/9/87) 2.22% 8.74% 10.20%
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
S&P 500 Index
-11.88% 10.70% 12.93%1
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Lehman Bros. Aggregate Bond
Index 8.44% 7.43% 7.23%1
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
1. From 12/31/91.

The Fund's average annual total returns measure the performance of a hypothetical account without deducting
charges imposed by the separate accounts that invest in the Fund and assume that all dividends and capital gains
distributions have been reinvested in additional shares. The Funds performance is compared to the Standard &
Poor's 500 Index, an unmanaged index of U.S. equity securities that is a measure of the general domestic stock
market. The Fund also compares its performance to the Lehman Brothers Aggregate Bond Index, an unmanaged index of
U.S. corporate, government and mortgage-backed securities that is a measure of the domestic bond market. The
index performance includes the reinvestment of income but does not reflect transaction costs. Also, the Fund may
have investments that vary from the indices.

The Fund's total returns should not be expected to be the same as the returns of other Oppenheimer funds, even if
both funds have the same portfolio managers and/or similar names.

About the Funds Investments

The Funds Principal Investment Policies. The allocation of the Funds portfolio among different types of
investments will vary over time based upon the Managers evaluation of economic and market trends. At times the
Fund may focus more on investing for capital appreciation with less emphasis on income. At other times, for
example when stock markets are less stable, the Fund may increase the relative emphasis of its portfolio in
income-seeking investments, such as bonds and money market instruments.

In seeking broad diversification of the Funds portfolio over asset classes, issuers and economies, the
portfolio managers consider overall and relative economic conditions in U.S. and foreign markets. They seek broad
diversification by investing in different countries to help moderate the special risks of investing in foreign
securities and lower-grade, high-yield debt securities. The Fund's portfolio might not always include all of the
different types of investments described below. The Statement of Additional Information contains more detailed
information about the Funds investment policies and risks.

Stock and Other Equity Investments. The Fund can invest in equity securities of issuers that may be of small,
medium or large size, to seek capital growth. Equity securities include common stocks, preferred stocks and
securities convertible into common stock. Although some convertible securities are a type of debt security, the
Manager considers some of those convertible securities to be equity equivalents because of the conversion
feature. In that case, their rating has less impact on the investment decision than in the case of other debt
securities. The Fund invests in securities issued by domestic or foreign companies that the Manager believes have
appreciation potential or that are undervalued.

The Funds equity investments may be exchange-traded or over-the-counter securities. Over-the-counter
securities may have less liquidity than exchange-traded securities, and stocks of companies with smaller
capitalization have greater risk of volatility than stocks of larger companies. The Fund limits its investments
in securities of small, unseasoned issuers to not more than 5% of its net assets.

Debt Securities. The Fund can also invest in debt securities, such as U.S. government securities, foreign
government securities, and foreign and domestic corporate bonds, notes and debentures, for their income
possibilities.

The debt securities the Fund buys may be rated by nationally recognized rating organizations or they may
be unrated securities assigned a rating by the Manager. The Funds investments may be investment grade or below
investment grade in credit quality. The Manager does not rely solely on ratings by rating organizations in
selecting debt securities, but evaluates business and economic factors affecting an issuer as well.

The Funds foreign debt investments can be denominated in U.S. dollars or in foreign currencies and can
include Brady Bonds. Those are U.S. dollar-denominated debt securities collateralized by zero-coupon U.S.
Treasury securities. They are typically issued by governments of emerging market countries and are considered
speculative securities with higher risks of default. The Fund will buy foreign currency only in connection with
the purchase and sale of foreign securities and not for speculation.

|X| U.S. Government Securities. The Fund can invest in securities issued or guaranteed by the U.S.
Treasury or other U.S. government agencies or federally-chartered corporate entities referred to as
instrumentalities. These are referred to as U.S. government securities in this Prospectus. They can include
collateralized mortgage obligations (CMOs) and other mortgage-related securities. Mortgage-related securities
are subject to additional risks of unanticipated changes in the rate of payment of the underlying mortgages,
which can affect the income stream to the Fund from those securities as well as their values.

|_| U.S. Treasury Obligations. These include Treasury bills (having maturities of one year or less when
issued), Treasury notes (having maturities of from one to 10 years), and Treasury bonds (having maturities of
more than 10 years when issued). Treasury securities are backed by the full faith and credit of the United
States as to timely payments of interest and repayment of principal. The Fund can buy U. S. Treasury securities
that have been stripped of their interest coupons by a Federal Reserve Bank, zero-coupon U.S. Treasury
securities described below, and Treasury Inflation-Protection Securities (TIPS). Although not rated, Treasury
obligations have little credit risk but prior to their maturity are subject to interest rate risk.

|_| Obligations Issued or Guaranteed by U.S. Government Agencies or Instrumentalities. These include
direct obligations and mortgage-related securities that have different levels of credit support from the U.S.
government. Some are supported by the full faith and credit of the U.S. government, such as Government National
Mortgage Association pass-through mortgage certificates (called Ginnie Maes). Some are supported by the right
of the issuer to borrow from the U.S. Treasury under certain circumstances, such as Federal National Mortgage
Association bonds (Fannie Maes). Others are supported only by the credit of the entity that issued them, such
as Federal Home Loan Mortgage Corporation obligations (Freddie Macs). These have relatively little credit risk.

|_| Mortgage-Related U.S. Government Securities. The Fund can buy interests in pools of residential or
commercial mortgages, in the form of collateralized mortgage obligations (CMOs) and other pass-through
mortgage securities. CMOs that are U.S. government securities have collateral to secure payment of interest and
principal. They may be issued in different series each having different interest rates and maturities. The
collateral is either in the form of mortgage pass-through certificates issued or guaranteed by a U.S. agency or
instrumentality or mortgage loans insured by a U.S. government agency.

When interest rates rise rapidly and if prepayments occur more slowly than expected, a short- or
medium-term CMO can in effect become a long-term security, subject to greater fluctuations in value. These
prepayment risks can make the prices of CMOs very volatile when interest rates change. The prices of longer-term
debt securities tend to fluctuate more than those of shorter-term debt securities. That volatility will affect
the Funds share price.

|X| Private-Issuer Mortgage-Backed Securities. The Fund can invest in mortgage-backed securities issued
by private issuers, which do not offer the credit backing of U.S. government securities. Primarily these would
include multi-class debt or pass-through certificates secured by mortgage loans. They may be issued by banks,
savings and loans, mortgage bankers and other non-governmental issuers. Private issuer mortgage-backed securities
are subject to the credit risks of the issuers (as well as the interest rate risks and prepayment risks of CMOs,
discussed above), although in some cases they may be supported by insurance or guarantees.

|X| Asset-Backed Securities. The Fund can buy asset-backed securities, which are fractional interests in
pools of loans collateralized by loans or other assets or receivables. They are issued by trusts and special
purpose corporations that pass the income from the underlying pool to the buyer of the interest. These securities
are subject to the risk of default by the issuer as well as by the borrowers of the underlying loans in the pool.

|X| High-Yield, Lower-Grade Debt Securities. The Fund can invest without limit in lower-grade,
high-yield debt securities, including bonds, debentures, notes, preferred stocks, loan participation interests,
structured notes, asset-backed securities, among others, to seek current income. These securities are sometimes
called junk bonds. The Fund has no requirements as to the maturity of the debt securities it can buy, or as to
the market capitalization range of the issuers of those securities.

Lower-grade debt securities are those rated below Baa by Moodys Investors Service, Inc. or lower than
BBB by Standard & Poors Rating Service or that have similar ratings by other nationally-recognized rating
organizations. The Fund can invest in securities rated as low as C or D or which are in default at the time
the Fund buys them. While securities rated Baa by Moodys or BBB by S&P are considered investment grade,
they have some speculative characteristics.

While investment-grade securities are subject to risks of non-payment of interest and principal, in
general high-yield lower-grade bonds, whether rated or unrated, have greater risks than investment-grade
securities. There may be less of a market for them and therefore they may
be harder to sell at an acceptable price. The special risks these securities are subject to mean that the Fund
may not achieve the expected income from them and that the Funds net asset value per share may be affected by
declines in value of these securities.

Money Market Instruments. The Fund can invest in money market instruments, which are debt obligations having a
remaining maturity of 13 months or less. They include short-term certificates of deposit, bankers' acceptances,
commercial paper (including variable amount master demand notes), U.S. government obligations, and other debt
instruments (including bonds) issued by corporations. These securities may have variable or floating interest
rates. The Fund's investments in commercial paper in general will be limited to paper in the top two rating
categories of Standard & Poor's, Moody's or other national rating organizations.

Can the Fund's Investment Objective and Policies Change? The Funds Board of Trustees can change non-fundamental
investment policies without shareholder approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval of a majority of the Funds
outstanding voting shares. The Funds objective is a fundamental policy. Investment restrictions that are
fundamental policies are listed in the Statement of Additional Information. An investment policy is not
fundamental unless this Prospectus or the Statement of Additional Information says that it is.

Portfolio Turnover. The Fund can engage in short-term trading to try to achieve its objective. It might have a
turnover rate in excess of 100% annually. Portfolio turnover affects brokerage costs the Fund pays. The Financial
Highlights table at the end of this Prospectus shows the Funds portfolio turnover rates during prior fiscal
years.

Other Investment Strategies. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Fund might not always use all of them. These techniques have risks, although some
of them are designed to help reduce overall investment or market risks.

|X| Bank Loan Participation Agreements. The Fund can invest in bank loan participation agreements. They
provide the Fund an undivided interest in a loan made by the issuing bank in the proportion the Fund's interest
bears to the total principal amount of the loan. In evaluating the risk of these investments, the Manager looks
to the creditworthiness of the borrower that is obligated to make principal and interest payments on the loan.
Not more than 5% of the Funds net assets can be invested in participation interests of any one borrower.

|X| Zero-Coupon and Stripped Securities. Some of the U.S. government and private company debt
securities the Fund buys are zero-coupon bonds that pay no interest. They are issued at a substantial discount
from their face value. Stripped securities are the separate income or principal components of a debt
security. Some CMOs or other mortgage-related securities may be stripped, with each component having a different
proportion of principal or interest payments. One class might receive all the interest and the other all the
principal payments.

The values of interest-only mortgage related securities are also very sensitive to prepayments of
underlying mortgages. Principal-only securities are also sensitive to changes in interest rates. When prepayments
tend to fall, the timing of the cash flows to these securities increases, making them more sensitive to changes
in interest rates. The market for some of these securities may be limited, making it difficult for the Fund to
dispose of its holdings at an acceptable price.

|X| Derivative Investments. The Fund can invest in a number of different kinds of "derivative"
investments. In the broadest sense, exchange-traded options, futures contracts, mortgage-related securities and
other hedging instruments the Fund can use may be considered "derivative investments." In addition to using
hedging instruments, the Fund may use other derivative investments because they offer the potential for increased
income and principal value.
Markets underlying securities and indices may move in a direction not anticipated by the Manager.
Interest rate and stock market changes in the U.S. and abroad may also influence the performance of derivatives.
As a result of these risks the Fund could realize less principal or income from the investment than expected.
Certain derivative investments held by the Fund may be illiquid.

|X| Hedging. The Fund can buy and sell futures contracts, forward contracts and put and call options,
including options on futures and broadly-based securities indices. These are all referred to as hedging
instruments. The Fund is not required to use hedging instruments to seek its objective. The Fund does not use
hedging instruments for speculative purposes, and has limits on its use of them.

The Fund could buy and sell options, futures and forward contracts for a number of purposes. It might
do so to try to manage its exposure to the possibility that the prices of its portfolio securities may decline,
or to establish a position in the securities market as a temporary substitute for purchasing individual
securities. It might do so to try to manage its exposure to changing interest rates. Forward contracts can be
used to try to manage foreign currency risks on the Fund's foreign investments.

How the Fund Is Managed

The Manager. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries
out its duties, subject to the policies established by the Funds Board of Trustees, under an investment advisory
agreement that states the Manager's responsibilities. The agreement sets the fees the Fund pays to the Manager
and describes the expenses that the Fund is responsible to pay to conduct its business.

The Manager has been an investment advisor since 1960 and currently manages investment companies
including other Oppenheimer funds. The Manager and its subsidiaries and affiliates managed $130 billion in
assets as of March 31, 2002 including other Oppenheimer funds, with more than 6.3 million shareholder accounts.
The Manager is located at 498 Seventh Avenue, New York, New York 10018.

|X| Portfolio Managers. The Funds management team includes five portfolio managers: Richard H. Rubinstein,
Michael Levine, Susan Switzer, George Evans and David Negri. They are the persons principally responsible for
the day-to-day management of the Funds portfolio. Mr. Rubinstein is a Vice President of the Fund and serves as
an officer and portfolio manager of other Oppenheimer funds. He is a Senior Vice President of the Manager (since
October 1995) and has been a portfolio manager of the Fund since April 1991. Mr. Rubinstein was formerly a Vice
President of the Manager (June 1990 - October 1995). Mr. Levine is a Vice President of the Fund and serves as an
officer and portfolio manager of other Oppenheimer funds. He is a Vice President of the Manager (since June
1998) and has been a portfolio manager of the Fund since August 1998. He was formerly an Assistant Vice President
of the Manager (April 1996 - June 1998). Mr. Evans has been a Vice President of the Manager (since October 1993)
and of HarbourView Asset Management Corporation (since July 1994). He serves as an officer and a portfolio
manager of other Oppenheimer funds. Mr. Evans has been a portfolio manager of the Fund since May 2001. Mr. Negri
is a Senior Vice President of the Manager (since May 1998) and of HarbourView Asset Management Corporation (since
April 1999). He has been a portfolio manager of the Fund since May 2001. Ms. Switzer has been a Vice President of
the Manager since December 2000; an Assistant Vice President of the Manager from December 1997 to December 2000
and a portfolio manager of the Fund since May 2001. Prior to joining the Manager, she was a portfolio manager at
Neuberger Berman from November 1994 to November 1997.

|X| Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee
at an annual rate that declines on additional assets as the Fund grows: 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 over $800 million. The Fund's management fee for its last fiscal
year ended December 31, 2001, was 0.72% of the Funds average annual net assets.

|X| Possible Conflicts of Interest. The Fund offers its shares to separate accounts of different
insurance companies that are not affiliated with each other as an investment for their variable annuity, variable
life and other investment product contracts. While the Fund does not foresee any disadvantages to contract owners
from these arrangements, it is possible that the interests of owners of different contracts participating in the
Fund through different separate accounts might conflict. For example, a conflict could arise because of
differences in tax treatment.

Investing in the Fund

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by separate investment accounts of
participating insurance companies as an underlying investment for variable life insurance policies, variable
annuity contracts or other investment products. Individual investors cannot buy shares of the Fund directly.
Please refer to the accompanying prospectus of the participating insurance company for information on how to
select the Fund as an investment option for that variable life insurance policy, variable annuity or other
investment product. That Prospectus will indicate whether you are only eligible to purchase Service shares of the
Fund. The Fund reserves the right to refuse any purchase order when the Manager believes it would be in the
Funds best interests to do so.

|X| Market Timers. The Fund has instructed its participating insurance companies that it may restrict
or refuse investments by their separate accounts from market timers. Market timers include persons whose
separate account transactions have, or have attempted (i) an exchange out of the Fund within two weeks of an
earlier exchange request, (ii) exchanges out of the Fund more than twice in any calendar quarter, (iii) an
exchange of Fund shares equal to at least $5 million, or more than 1% of the Funds net assets, or (iv) other
transactions in Fund shares that demonstrated a timing pattern. Separate accounts under common ownership or
control are combined for these limits. There can be no assurance that all such participating insurance companies
will be successful in controlling investments in their respective separate accounts by market timers.

|X| At What Price Are Shares Sold? Shares are sold at their offering price, which is the net asset value
per share. The Fund does not impose any sales charge on purchases of its shares. If there are any charges imposed
under the variable annuity, variable life or other contract through which Fund shares are purchased, they are
described in the accompanying prospectus of the participating insurance company.

The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Funds designated
agent to receive purchase orders) receives a purchase order from its contract or policy owners to purchase Fund
shares on a regular business day, provided that the Fund receives the order from the insurance company, generally
by 9:30 A.M. on the next regular business day at the offices of its Transfer Agent in Colorado.

|X| Classes of Shares. The Fund may offer two different classes of shares. The class of shares
designated as Service shares are subject to a Distribution and Service Plan. The impact of the expenses of the
Plan on Service shares is described below. The class of shares that are not subject to a Plan has no class
name designation. The different classes of shares represent investments in the same portfolio of securities but
are expected to be subject to different expenses and will likely have different share prices.

How Are Shares Redeemed? As with purchases, only the participating insurance companies that hold Fund shares in
their separate accounts for the benefit of variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund shares. Contract owners should refer to
the withdrawal or surrender instructions in the accompanying prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net asset value per share that is determined
after the participating insurance company (as the Funds designated agent) receives a redemption request on a
regular business day from its contract or policy holder, provided that the Fund receives the order from the
insurance company generally by 9:30 A.M. the next regular business day at the office of its Transfer Agent in
Colorado. The Fund normally sends payment by Federal Funds wire to the insurance companys account the day after
the Fund receives the order (and no later than seven days after the Funds receipt of the order). Under unusual
circumstances determined by the Securities and Exchange Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Taxes. For a discussion of the tax status of a variable annuity contract, a variable life insurance policy or
other investment product of a participating insurance company, please refer to the accompanying prospectus of
your participating insurance company. Because shares of the Fund may be purchased only through insurance company
separate accounts for variable annuity contracts, variable life insurance policies or other investment products,
dividends paid by the Fund from net investment income and distributions (if any) of net realized short-term and
long-term capital gains will be taxable, if at all, to the participating insurance company.
This information is only a summary of certain federal income tax information about an investment in Fund
shares. You should consult with your tax advisor or your participating insurance company representative about the
effect of an investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Funds financial performance for the past
five years. Certain information reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP,
the Fund's independent auditors, whose report, along with the Funds financial statements, is included in the
Statement of Additional Information, which is available on request. Because Service shares of the Fund were not
issued prior to December 31, 2001, no financial information is shown for Service shares in the Financial
Highlights table or in the financial statements included in the Statement of Additional Information.

Financial Highlights

Year Ended December 31,
2001 2000 1999 1998 1997
================================================================================================================

Per Share Operating Data
Net asset value, beginning of period $16.55 $17.46 $17.05 $17.01 $15.63
- ----------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .53(1) .72 .82 .71 .62
Net realized and unrealized gain (loss) (.19)(1) .38 1.04 .42 1.95
- ----------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations .34 1.10 1.86 1.13 2.57
- ----------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.64) (.82) (.59) (.16) (.61)
Distributions from net realized gain (.85) (1.19) (.86) (.93) (.58)
- ----------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders (1.49) (2.01) (1.45) (1.09) (1.19)
- ----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $15.40 $16.55 $17.46 $17.05 $17.01
====== ====== ====== ====== ======
================================================================================================================
Total Return, at Net Asset Value(2) 2.22% 6.44% 11.80% 6.66% 17.22%
================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $593,033 $589,298 $578,783 $622,333 $637,545
- ----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $599,324 $566,724 $593,151 $640,131 $564,369
- ----------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 3.42%(1) 4.36% 4.46% 4.05% 3.86%
Expenses 0.76% 0.76% 0.73% 0.76%(4) 0.75%(4)
- ----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 30% 42% 17% 43% 42%

1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
Net investment income $ .55
Net realized and unrealized gain (loss) $(.21)
Net investment income ratio 3.53%
2. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods of less than one full year. Total return
information does not reflect expenses that apply at the separate account level
or to related insurance products. Inclusion of these charges would reduce the
total return figures for all periods shown.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

Oppenheimer Multiple Strategies Fund/VA

INFORMATION AND SERVICES
For More Information on Oppenheimer Multiple Strategies Fund/VA

The following additional information about the Fund is available without charge upon request:

Statement of Additional Information.

This document includes additional information about the Funds investment policies, risks, and operations. It is
incorporated by reference into this Prospectus (which means it is legally part of this Prospectus).

Annual and Semi-Annual Reports.

Additional information about the Funds investments and performance is available in the Funds Annual and
Semi-Annual Reports to shareholders. The Annual Report includes a discussion of market conditions and investment
strategies that significantly affected the Funds performance during its last fiscal year.

How to Get More Information

By Telephone

- -------------------------------------------------------------------------------------------------------------
Call OppenheimerFunds Services toll-free:
1.800.981.2871

By Mail
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
Information about the Fund including the Statement of Additional Information can be reviewed and copied at
the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 1.202.942.8090. Reports and other information about the Fund
are available on the EDGAR database on the SECs Internet website at www.sec.gov. Copies may be obtained
after payment of a duplicating fee by electronic request at the SECs e-mail address: publicinfo@sec.gov or
by writing to the SECs Public Reference Section, Washington, D.C. 20549-0102.
No one has been authorized to provide any information about the Fund or to make any representations about
the Fund other than what is contained in this Prospectus. This Prospectus is not an offer to sell shares of
the Fund, nor a solicitation of an offer to buy shares of the Fund, to any person in any state or other
jurisdiction where it is unlawful to make such an offer.
The Funds SEC File No.: 811-4108
PR0670.001.0502
Printed on recycled paper.

Appendix to Prospectus of
Oppenheimer Multiple Strategies Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Multiple Strategies Fund/VA (the
"Fund") under the heading "Annual Total Return (as of 12/31 each year)":

Calendar
Year
Ended Annual Total Returns

12/31/92 8.99%
12/31/93 15.95%
12/31/94 -1.95%
12/31/95 21.36%
12/31/96 15.50%
12/31/97 17.22%
12/31/98 6.66%
12/31/99 11.80%
12/31/00 6.44%
12/31/01 2.22%

Oppenheimer Main Street Growth & Income Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 2002

Oppenheimer Main Street Growth & Income Fund/VA is a
mutual fund that seeks high total return, which
includes growth in the value of its shares as well as
current income, from equity and debt securities. The
Fund invests mainly in common stocks of U.S. companies.
Shares of the Fund are sold only as the
underlying investment for variable life insurance
policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for
the insurance product you have selected accompanies
this Prospectus. It explains how to select shares of
the Fund as an investment under the insurance product,
and whether you are only eligible to purchase Service
shares of the Fund.
This Prospectus contains important information
about the Funds objective, its investment policies,
strategies and risks. Please read this Prospectus (and
your insurance product prospectus) carefully before you
invest and keep it for future reference about your
As with all mutual funds, the Securities and Exchange account.
Commission has not approved or disapproved the Funds
securities nor has it determined that this Prospectus is
accurate or complete. It is a criminal offense to
represent otherwise.

(OppenheimerFunds logo)

Contents

About the Fund
- -------------------------------------------------------------------------------------------------------------------

The Funds Objective and Investment Strategies

Main Risks of Investing in the Fund

The Funds Past Performance

About the Funds Investments

How the Fund is Managed

Investing in the Fund
- -------------------------------------------------------------------------------------------------------------------

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Funds Objective and Investment Strategies

- -------------------------------------------------------------------------------------------------------------------
What Is the Funds Investment Objective? The Fund seeks high total return (which includes growth in the value of
its shares as well as current income) from equity and debt securities.
- -------------------------------------------------------------------------------------------------------------------

What Does the Fund Mainly Invest In? The Fund currently invests mainly in common stocks of U.S. companies of
different capitalization ranges, presently focusing on large-capitalization issuers. It also can buy debt
securities, such as bonds and debentures, but does not currently emphasize these investments.

|X| How Do the Portfolio Managers Decide What Securities to Buy or Sell? In selecting securities for
purchase or sale by the Fund, the Funds portfolio managers use an investment process that combines quantitative
models, fundamental research about particular securities and individual judgment. While this process and the
inter-relationship of the factors used may change over time and its implementation may vary in particular cases,
in general the selection process involves the use of:

o Multi-factor quantitative models: These include a group of top-down models that analyze data such as
relative valuations, relative price trends, interest rates and the shape of the yield curve. These
help direct portfolio emphasis by market capitalization (small, mid, or large), industries, and
value or growth styles. A group of bottom up models helps to rank stocks in a universe typically
including more than 2000 stocks, selecting stocks for relative attractiveness by analyzing
fundamental stock and company characteristics.
o Fundamental research: The portfolio managers use internal research and analysis by other market
analysts, with emphasis on current company news and industry-related events.
o Judgment: The portfolio is then continuously rebalanced by the portfolio managers, using all of the
tools described above.

Who Is the Fund Designed For? The Funds shares are available only as an investment option under certain variable
annuity contracts, variable life insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking high total return from their
investment over the long term. Those investors should be willing to assume the risks of short-term share price
fluctuations that are typical for a fund with significant investments in stocks. Since the Funds income level
will fluctuate, it is not designed for investors needing an assured level of current income. The Fund is not a
complete investment program.

Main Risks of Investing in the Fund

All investments have risks to some degree. The Fund's investments are subject to changes in their value
from a number of factors described below. There is also the risk that poor security selection by the Funds
investment Manager, OppenheimerFunds, Inc. will cause the Fund to underperform other funds having similar
objectives.

At times, the Fund may increase the relative emphasis of its investments in a particular industry
compared to the weighting of that industry in the S&P 500 Index, which the Fund uses as a performance benchmark.
Therefore, it may be subject to the risks that economic, political or other events can have a negative effect on
the values of securities of issuers in that industry (this is referred to as "industry risk"). Changes in
interest rates can also affect stock and bond prices (this is known as interest rate risk).

However, changes in the overall market prices of securities and the income they pay can occur at any
time. The share prices of the Fund will change daily based on changes in market prices of securities and market
conditions and in response to other economic events.

|X| Risks of Investing in Stocks. Stocks fluctuate in price, and their short-term volatility at times
may be great. Because the Fund currently emphasizes investments in common stocks, the value of the Funds
portfolio will be affected by changes in the stock markets. Market risk will affect the Funds net asset values
per share, which will fluctuate as the values of the Funds portfolio securities change.

A variety of factors can affect the price of a particular stock and the prices of individual stocks do
not all move in the same direction uniformly or at the same time. Different stock markets may behave differently
from each other. In particular, because the Fund currently intends to focus its investments in stocks of U.S.
issuers, it will be affected primarily by changes in U.S. stock markets.

Additionally, stocks of issuers in a particular industry may be affected by changes in economic
conditions that affect that industry more than others, or by changes in government regulations, availability of
basic resources or supplies, or other events. Other factors can affect a particular stocks price, such as poor
earnings reports by the issuer, loss of major customers, major litigation against the issuer, or changes in
government regulations affecting the issuer.

How Risky is the Fund Overall? The risks described above collectively form the overall risk profile of the Fund,
and can affect the value of the Fund's investments, its investment performance and its prices per share.
Particular investments and investment strategies also have risks. These risks mean that you can lose money by
investing in the Fund. When you redeem your shares, they may be worth more or less than what you paid for them.
There is no assurance that the Fund will achieve its investment objective.

In the short term, stock markets can be volatile, and the prices of the Funds shares will go up and
down in response to those changes. The Funds income-oriented investments, if any, may help cushion the Funds
total return from changes in stock prices, but debt securities are subject to credit and interest rate risks and
are not the main focus of the Fund. The Fund may be less volatile than funds that focus only on small-cap,
foreign or sector stock investments, but may be more volatile than funds that place more emphasis on debt
securities, particularly on investment grade bonds.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

The Funds Past Performance

The bar chart and table below show one measure of the risks of investing in the Fund, by showing changes
in the Funds performance from year to year for the last six calendar years since the Funds inception and by
showing how the average annual total returns for 1, 5 and 10 years or life of class of the Funds shares compare
to those of a broad-based market index. The Funds past investment performance is not necessarily an indication
of how the Fund will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/02 through 3/31/02, the Fund's cumulative return (not annualized) was 1.87%. Charges
imposed by the separate accounts that invest in the Fund are not included in the calculations of return in this
bar chart, and if those charges were included, the returns would be less than those shown.
During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was 19.28% (
4th Q '98) and the lowest return (not annualized) for a calendar quarter was 22.38% ( 3rd Q '98).

- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Average Annual Total Returns
for the periods ended 1 Year 5 Years 10 Years
December 31, 2001 (or life of class if less) (or life of class if less)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Oppenheimer Main Street
Growth & Income Fund/VA
(inception 7/5/95)
-10.16% 6.71% 13.67%
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
S&P 500 Index
-11.88% 10.70% 13.97%1
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Oppenheimer Main Street
Growth & Income Fund/VA
Service share class -10.27%2 -14.62% N/A
(inception 7/13/00)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
1. From 6/30/95.
2. Performance for the Service share class would have been lower if the 0.10% increase in the service fee
for that class, effective May 1, 2002, had occurred during the period shown above.

The Fund's total returns should not be expected to be the same as the returns of other Oppenheimer funds, even if
both funds have the same portfolio managers and/or similar names.

About the Funds Investments

The Funds Principal Investment Policies. The allocation of the Funds portfolio among different types of
investments will vary over time based upon the Managers evaluation of economic and market trends. The Fund's
portfolio might not always include all the different types of investments described below. The Statement of
Additional Information contains more detailed information about the Funds investment policies and risks.
The Manager tries to reduce risks by carefully researching securities before they are purchased. The
Fund attempts to reduce its exposure to market risks by diversifying its investments, that is, by not holding a
substantial percentage of stock of any one company and by not investing too great a percentage of the Funds
assets in any one issuer. Also, the Fund does not concentrate 25% or more of its total assets in any one
industry.

|X| Stock Investments. The Fund currently invests mainly in common stocks. The Fund currently focuses on
securities of issuers that have large capitalizations. Historically their stock prices have tended to be less
volatile than securities of smaller issuers. However, the Fund can buy stocks of issuers in all capitalization
ranges. Capitalization refers to the market value of all of the issuers outstanding common stock.

|X| Special Portfolio Diversification Requirements. To enable a variable annuity or variable life
insurance contract based on an insurance company separate account to qualify for favorable tax treatment under
the Internal Revenue Code, the underlying investments must follow special diversification requirements that limit
the percentage of assets that can be invested in securities of particular issuers. The Funds investment program
is managed to meet those requirements, in addition to other diversification requirements under the Internal
Revenue Code and the Investment Company Act that apply to publicly-sold mutual funds.

Can the Fund's Investment Objective and Policies Change? The Funds Board of Trustees can change non-fundamental
investment policies without shareholder approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval of a majority of the Funds
outstanding voting shares. The Funds objective is a fundamental policy. Investment restrictions that are
fundamental policies are listed in the Statement of Additional Information. An investment policy is not
fundamental unless this Prospectus or the Statement of Additional Information says that it is.

Portfolio Turnover. The Fund can engage in short-term trading to try to achieve its objective. Portfolio
turnover affects brokerage costs the Fund pays. It might have a turnover rate in excess of 100% annually. The
Financial Highlights table at the end of this Prospectus shows the Funds portfolio turnover rates during prior
fiscal years.

Other Investment Strategies. To seek its objective, the Fund can use the investment techniques and strategies
described below. The Fund might not always use all of them. These techniques have risks, although some of them
are designed to help reduce overall investment or market risks.

|X| Other Equity Securities. Equity securities include common stocks, as well as equity equivalents such
as preferred stocks and securities convertible into common stock. Preferred stock has a set dividend rate and
ranks after bonds and before common stocks in its claim for dividends and on assets if the issuer is liquidated
or becomes bankrupt. The Manager considers some convertible securities to be equity equivalents because of the
conversion feature and in that case their rating has less impact on the Managers investment decision than in the
case of debt securities.

|X| Debt Securities. The Fund can also invest in debt securities, such as U.S. government securities,
foreign government securities, and foreign and domestic corporate bonds, notes and debentures, for their income
possibilities. Currently the Fund does not invest a significant percentage of its assets in debt securities,
although their relative emphasis in the portfolio may change if the Manager believes they offer opportunities to
increase the Fund's total return.

The debt securities the Fund buys may be rated by nationally recognized rating organizations such as
Moodys Investors Service, Inc. or Standard & Poors Rating Service or they may be unrated securities assigned a
rating by the Manager. The Funds investments may be above or below investment grade in credit quality. The
Manager does not rely solely on ratings by rating organizations in selecting debt securities but evaluates
business and economic factors affecting an issuer as well.

|_| Interest Rate Risks. The values of debt securities are subject to change when prevailing interest
rates change. When interest rates fall, the values of already-issued debt securities generally rise. When
interest rates rise, the values of already-issued debt securities generally fall. The magnitude of these
fluctuations will typically be greater for longer-term debt securities than shorter-term debt securities. The
Funds share prices can go up or down when interest rates change because of the effect of the changes on the
value of the Funds investments in debt securities.

|_| Credit Risk. Debt securities are subject to credit risk. Credit risk relates to the ability of the
issuer of a security to make interest and principal payments on the security as they become due. If the issuer
fails to pay interest, the Funds income might be reduced and if the issuer fails to repay principal, the value
of that security and of the Funds shares might be reduced. A downgrade in an issuers credit rating or other
adverse news about an issuer can reduce the value of that issuers securities. While the Funds investments in
U.S. government securities are subject to little credit risk, the Funds other investments in debt securities are
subject to risks of default.

|_| U.S. Government Securities. The Fund can invest in securities issued or guaranteed by the U.S.
Treasury or other U.S. government agencies or federally-chartered corporate entities referred to as
instrumentalities. These are referred to as U.S. government securities in this Prospectus. Although not rated,
Treasury obligations have little credit risk but prior to their maturity are subject to interest rate risk.

|X| Risks of Foreign Investing. The Fund can buy securities of companies or governments in any country,
including developed and underdeveloped countries. There are no limits on the amounts it can invest in foreign
securities, but the Fund currently does not expect to have substantial investments in foreign securities. While
foreign securities offer special investment opportunities, there are also special risks.

The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S.
dollar value of securities denominated in that foreign currency. Foreign issuers are not subject to the same
accounting and disclosure requirements that U.S. companies are subject to. The value of foreign investments may
be affected by exchange control regulations, currency devaluation, expropriation or nationalization of a
company's assets, foreign taxes, delays in settlement of transactions, changes in governmental economic or
monetary policy in the U.S. or abroad, or other political and economic factors.

|X| Derivative Investments. The Fund can invest in a number of different kinds of "derivative"
investments. In general terms, a derivative investment is an investment contract whose value depends on (or is
derived from) the value of an underlying asset, interest rate or index. In the broadest sense, exchange-traded
options, futures contracts, mortgage-related securities and other hedging instruments the Fund can use may be
considered "derivative investments." In addition to using hedging instruments, the Fund may use other derivative
investments because they offer the potential for increased income and principal value.

|X| There Are Special Risks in Using Derivative Investments. If the issuer of the derivative does not
pay the amount due, the Fund can lose money on the investment. Also, the underlying security or investment on
which the derivative is based, and the derivative itself, might not perform the way the Manager expected it to
perform. If that happens, the Funds share prices could decline or the Fund could get less income than expected.
The Fund has limits on the amount of particular types of derivatives it can hold. However, using derivatives can
cause the Fund to lose money on its investment and/or increase the volatility of its share prices.

|X| Hedging. The Fund can buy and sell futures contracts, put and call options, forward contracts and
options on futures and broadly-based securities indices. These are all referred to as hedging instruments.
The Fund is not required to use hedging instruments to seek its objective. The Fund does not use hedging
instruments for speculative purposes, and has limits on its use of them.

The Fund could buy and sell options, futures and forward contracts for a number of purposes. It might
do so to try to manage its exposure to the possibility that the prices of its portfolio securities may decline,
or to establish a position in the securities market as a temporary substitute for purchasing individual
securities. It might do so to try to manage its exposure to changing interest rates.

|X| Temporary Defensive and Interim Investments. In times of unstable adverse market or economic conditions,
the Fund can invest up to 100% of its assets in temporary investments that are inconsistent with the Funds
principal investment strategies. Generally they would be U.S. government securities, highly-rated commercial
paper, bank deposits or repurchase agreements. The Fund may also hold these types of securities pending the
investment of proceeds from the sale of Fund shares or portfolio securities or to meet anticipated redemptions of
Fund shares. To the extent the Fund invests defensively in these securities, it may not achieve its investment
objective of high total return.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

How the Fund Is Managed

The Manager. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries
out its duties, subject to the policies established by the Funds Board of Trustees, under an investment advisory
agreement that states the Manager's responsibilities. The agreement sets the fees the Fund pays to the Manager
and describes the expenses that the Fund is responsible to pay to conduct its business.

|X| Portfolio Managers. The portfolio managers of the Fund are Charles Albers and Nikolaos Monoyios,
who are also Vice Presidents of the Fund. They have been responsible for the day-to-day management of the Fund's
portfolio since May 1, 1999. Mr. Albers is a Senior Vice President of the Manager and Mr. Monoyios is a Vice
President of the Manager. Both are Certified Financial Analysts, officers and portfolio managers of other
Oppenheimer funds. Prior to joining the Manager in April 1998, they were portfolio managers at Guardian Investor
Services (from 1972 and 1979, respectively), the investment management subsidiary of The Guardian Life Insurance
Company.

|X| Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee
at an annual rate that declines on additional assets as the Fund grows: 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 over $800 million. The Fund's management fee for its last fiscal
year ended December 31, 2001, was 0.68% of the Funds average annual net assets for each class of shares.

|X| Possible Conflicts of Interest. The Fund offers its shares to separate accounts of different
insurance companies that are not affiliated with each other, as an investment for their variable annuity,
variable life and other investment product contracts. While the Fund does not foresee any disadvantages to
contract owners from these arrangements, it is possible that the interests of owners of different contracts
participating in the Fund through different separate accounts might conflict. For example, a conflict could arise
because of differences in tax treatment.

Investing in the Fund

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by separate investment accounts of
participating insurance companies as an underlying investment for variable life insurance policies, variable
annuity contracts or other investment products. Individual investors cannot buy shares of the Fund directly.
Please refer to the accompanying prospectus of the
participating insurance company for information on how to select the Fund as an investment option for that
variable life insurance policy, variable annuity or other investment product. That prospectus will indicate
whether you are only eligible to purchase Service shares of the Fund. The Fund reserves the right to refuse any
purchase order when the Manager believes it would be in the Funds best interests to do so.

|X| Market Timers. The Fund has instructed its participating insurance companies that it may restrict
or refuse investments by their separate accounts from market timers. Market timers include persons whose
separate account transactions have, or have attempted (i) an exchange out of the Fund within two weeks of an
earlier exchange request, (ii) exchanges out of the Fund more than twice in any calendar quarter, (iii) an
exchange of Fund shares equal to at least $5 million, or more than 1% of the Funds net assets, or (iv) other
transactions in Fund shares that demonstrated a timing pattern. Separate accounts under common ownership or
control are combined for these limits. There can be no assurance that all such participating insurance companies
will be successful in controlling investments in their respective separate accounts by market timers.

The offering price that applies to an order from a participating insurance company is based on the next
calculation of the net asset value per share that is made after the insurance company (as the Funds designated
agent to receive purchase orders) receives a purchase order from its contract or policy owners to purchase Fund
shares on a regular business day, provided that the Fund receives the order from the insurance company, generally
by 9:30 A.M. on the next regular business day at the offices of its Transfer Agent in Colorado.

|X| Classes of Shares. The Fund offers two different classes of shares. The class of shares designated as
Service shares are subject to a distribution and service plan. The impact of the expenses of that plan on
Service shares is described below. The class of shares that are not subject to a plan has no class "name"
designation. The different classes of shares represent investments in the same portfolio of securities but are
expected to be subject to different expenses and will likely have different share prices.

How Are Shares Redeemed? As with purchases, only the participating insurance companies that hold Fund shares in
their separate accounts for the benefit of variable annuity contracts, variable life insurance policies or other
investment products can place orders to redeem shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund shares. Contract owners should refer to
the withdrawal or surrender instructions in the accompanying prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net asset value per share that is determined after
the participating insurance company (as the Funds designated agent) receives a redemption request on a regular
business day from its contract or policy holder, provided that the Fund receives the order from the insurance
company, generally by 9:30 A.M. the next regular business day, at the office of its Transfer Agent in Colorado.
The Fund normally sends payment by Federal Funds wire to the insurance companys account the day after the Fund
receives the order (and no later than seven days after the Funds receipt of the order). Under unusual
circumstances determined by the Securities and Exchange Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

This information is only a summary of certain federal income tax information about an investment in Fund
shares. You should consult with your tax advisor or your participating insurance company representative about the
effect of an investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Funds financial performance of its shares
and Service shares since their inception. Certain information reflects financial results for a single Fund share.
The total returns in the table represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This information has been audited by
Deloitte & Touche LLP, the Fund's independent auditors, whose report, along with the Funds financial statements,
is included in the Statement of Additional Information, which is available on request.

Financial Highlights

Year Ended December 31,
Non-Service shares 2001 2000 1999 1998 1997
===================================================================================================================

Per Share Operating Data
Net asset value, beginning of period $21.26 $24.63 $20.48 $20.58 $16.37
- -------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .13 .10 .11 .13 .19
Net realized and unrealized gain (loss) (2.29) (2.14) 4.29 .92 4.91
- -------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations (2.16) (2.04) 4.40 1.05 5.10
- -------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.11) (.09) (.09) (.05) (.17)
Distributions from net realized gain - (1.24) (.16) (1.10) (.72)
- -------------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders (.11) (1.33) (.25) (1.15) (.89)
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $18.99 $21.26 $24.63 $20.48 $20.58
====== ====== ====== ====== ======
===================================================================================================================
Total Return, at Net Asset Value(1) (10.16)% (8.78)% 21.71% 4.70% 32.48%

===================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $1,074,945 $1,009,823 $555,311 $308,353 $155,368
- -------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1,028,913 $ 809,662 $391,063 $234,306 $ 94,906
- -------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income 0.73% 0.69% 0.63% 0.74% 1.15%
Expenses 0.73% 0.73% 0.78% 0.79%(3) 0.83%(3)
- -------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 69% 63% 118% 86% 79%

1. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods less than one full year. Total return
information does not reflect expenses that apply at the separate account level
or to related insurance products. Inclusion of these charges would reduce the
total return figures for all periods shown.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

Oppenheimer Main Street Growth & Income Fund/VA

Financial Highlights (Continued)

Year Ended December 31,
Service shares 2001 2000(1)
==========================================================================================================

Per Share Operating Data
Net asset value, beginning of period $21.24 $24.04
- ----------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .14 .02
Net realized and unrealized gain (loss) (2.32) (2.82)
- ----------------------------------------------------------------------------------------------------------
Total gain (loss) from investment operations (2.18) (2.80)
- ----------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.11) -
Distributions from net realized gain - -
- ----------------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.11) -
- ----------------------------------------------------------------------------------------------------------
Net asset value, end of period $18.95 $21.24
====== ======
==========================================================================================================
Total Return, at Net Asset Value(2) (10.27)% (11.61)%

==========================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $21,545 $1,698
- ----------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $10,306 $ 543
- ----------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 0.66% 0.50%
Expenses 0.88% 0.88%
- ----------------------------------------------------------------------------------------------------------
Portfolio turnover rate 69% 63%

1. For the period from July 13, 2000 (inception of offering) to December 31,
2000.
2. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than
one full year. Total return information does not reflect expenses that apply at
the separate account level or to related insurance products. Inclusion of these
charges would reduce the total return figures for all periods shown.
(3). Annualized for periods of less than one full year.

Oppenheimer Main Street Growth & Income Fund/VA

INFORMATION AND SERVICES

For More Information on Oppenheimer Main Street Growth & Income Fund/VA

The following additional information about the Fund is available without charge upon request:

How to Get More Information
You can request the Statement of Additional Information, the Annual and Semi-Annual Reports, the notice
explaining the Fund's privacy policy and other information about the Fund, or instructions on how to
contact the sponsor of your insurance product:
- -------------------------------------------------------------------------------------------------------------

By Telephone

- -------------------------------------------------------------------------------------------------------------
Call OppenheimerFunds Services toll-free:
1.800.981.2871

By Mail
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270

Information about the Fund including the Statement of Additional Information can be reviewed and copied at
the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 1.202.942.8090. Reports and other information about the Fund
are available on the EDGAR database on the SECs Internet website at www.sec.gov. Copies may be obtained
after payment of a duplicating fee by electronic request at the SECs e-mail address: publicinfo@sec.gov or
by writing to the SECs Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to make any representations about
the Fund other than what is contained in this Prospectus. This Prospectus is not an offer to sell shares of
the Fund, nor a solicitation of an offer to buy shares of the Fund, to any person in any state or other
jurisdiction where it is unlawful to make such an offer.
The Funds SEC File No. 811-4108
PR0650.001.0502
Printed on recycled paper.

Appendix to Prospectus of
Oppenheimer Main Street Growth & Income Fund/ VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer Main Street Growth & Income Fund (the
"Fund") under the heading "Annual Total Return (as of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund depicting the annual total returns of a
hypothetical investment in shares of the Fund for each of the six most recent calendar years, without
deducting separate account expenses. Set forth below are the relevant data that will appear on the bar
chart:

Calendar
Year
Ended Annual Total Returns

12/31/96 32.51%
12/31/97 32.48%
12/31/98 4.70%
12/31/99 21.71%
12/31/00 -8.78%
12/31/01 -10.16%

EX-99 4 saipart1.htm SAI PART 1 SAI Part I

Oppenheimer Variable Account Funds
- -------------------------------------------------------------------------------------------------------------------

6803 S. Tucson Way, Englewood, Colorado 80112
1.800.981.2871


Statement of Additional Information dated May 1, 2002

OPPENHEIMER  VARIABLE  ACCOUNT FUNDS (the "Trust") is an investment  company  consisting of 10 separate  Funds (the
"Funds"):

Oppenheimer Money Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Bond Fund/VA
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Aggressive Growth Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Main Street(R)Small Cap Fund/VA
     (named "Oppenheimer Small Cap Growth Fund" prior to May 1, 2001)
Oppenheimer Global Securities Fund/VA
Oppenheimer Multiple Strategies Fund/VA
Oppenheimer Main Street(R)Growth & Income Fund/VA

Shares of the Funds are sold to provide benefits under variable life insurance policies and variable annuity
contracts and other insurance company separate accounts, as described in the Prospectuses for the Funds and for
the insurance products you have selected.

         This Statement of Additional Information is not a Prospectus.  This document contains additional
information about the Funds and the Trust, and supplements information in the Funds' Prospectuses dated May 1,
2002.  It should be read together with the Prospectuses. You can obtain a Prospectus by writing to the Funds'
Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado 80217, or by calling the Transfer
Agent at the toll-free number shown above.






Contents
                                                                                                          Page
About the Funds
Additional Information About the Funds' Investment Policies and Risks...................................  3
     The Funds' Investment Policies.....................................................................  3
     Other Investment Techniques and Strategies.........................................................  11
     Investment Restrictions............................................................................  28
How the Funds are Managed ..............................................................................  29
     Organization and History...........................................................................  29
     Trustees and Officers..............................................................................  32
     The Manager........................................................................................  40
Brokerage Policies of the Funds.........................................................................  43
Distribution and Service Plans (Service Shares Only)....................................................  46
Performance of the Funds................................................................................  47

About Your Account
How To Buy and Sell Shares..............................................................................  53
Dividends, Capital Gains and Taxes......................................................................  57
Additional Information About the Funds..................................................................  58


Financial Information About the Funds *
Financial Statements and Independent Auditors' Reports..................................................  F-1
Appendix A: Ratings Definitions.........................................................................  A-1
Appendix B: Industry Classifications (Oppenheimer Money Fund/VA)........................................  B-1
Appendix C: Industry Classifications (all other Funds)..................................................  C-1
Appendix D: Major Shareholders..........................................................................  D-1


*This Statement of Additional Information is available via internet websites, in two parts. This text comprises
the first part.  The second part contains the Independent Auditors' Reports and Financial Statements for each
Fund. The two parts should be read together with the Prospectuses for the Funds and for the insurance products
you have selected. These documents can be viewed or downloaded online with Adobe Acrobat Reader.  Call
1.888.470.0861 if you want the domain name of an insurance sponsor's website that displays this Statement of
Additional Information online, if you have technical difficulties, or to request a paper copy of this Statement
of Additional Information at no charge.


- -------------------------------------------------------------------------------------------------------------------





ABOUT THE FUNDS
- -------------------------------------------------------------------------------------------------------------------

Additional Information About the Funds' Investment Policies and Risks

         The investment objective, the principal investment policies and the main risks of the Funds are
described in the Prospectus. This Statement of Additional Information contains supplemental information about
those policies and risks and the types of securities that the Funds' investment Manager, OppenheimerFunds, Inc.,
can select for the Funds. Additional information is also provided about the strategies that each Fund may use to
try to achieve its objective. The full name of each Fund is shown on the cover page, after which the word
"Oppenheimer" is omitted from these names to conserve space.

The Funds' Investment Policies.   The composition of the Funds' portfolios and the techniques and strategies that
the Manager uses in selecting portfolio securities will vary over time. The Funds are not required to use all of
the investment techniques and strategies described below at all times in seeking their goals. They may use some
of the special investment techniques and strategies at some times or not at all.

         In selecting securities for the Funds' portfolios, the Manager evaluates the merits of particular
securities primarily through the exercise of its own investment analysis. That process may include, among other
things, evaluation of the issuer's historical operations, prospects for the industry of which the issuer is part,
the issuer's financial condition, its pending product developments and business (and those of competitors), the
effect of general market and economic conditions on the issuer's business, and legislative proposals that might
affect the issuer.

         The Funds are categorized by the types of investment they make.  Capital Appreciation Fund/VA,
Aggressive Growth Fund/VA, Main Street(R)Small Cap Fund/VA and Global Securities Fund/VA can be categorized as
"Equity Funds."  High Income Fund/VA, Bond Fund/VA, and Strategic Bond Fund/VA can be categorized as "Fixed
Income Funds."  Multiple Strategies Fund/VA and Main Street(R)Growth & Income Fund/VA share the investment
characteristics (and certain of the Investment Policies) of both the Equity Funds and the Fixed Income Funds,
depending upon the allocations determined from time to time by their portfolio managers.  The allocation of Main
Street Growth & Income Fund/VA's portfolio to equity securities is generally substantially larger than its
allocation to fixed-income securities. Money Fund/VA's investment policies are explained separately; however,
discussion below about investment restrictions, repurchase agreements, illiquid securities and loans of portfolio
securities also apply to Money Fund/VA.

         |X|  Investments in Equity Securities. The Equity Funds focus their investments in equity securities,
which include common stocks, preferred stocks, rights and warrants, and securities convertible into common stock.
Certain equity securities may be selected not only for their appreciation possibilities but because they may
provide dividend income.

         Small-cap growth companies may offer greater  opportunities  for capital  appreciation  than securities of
large, more established  companies.  However, these securities also involve greater risks than securities of larger
companies.  Securities of small  capitalization  issuers may be subject to greater price volatility in general than
securities of large-cap and mid-cap companies. Therefore, to the degree that a Fund has investments in smaller
capitalization companies at times of market volatility, that Fund's share prices may fluctuate more. Those
investments may be limited to the extent the Manager believes that such investments would be inconsistent with
the goal of preservation of principal.


                  |_| Growth Investing.  In selecting equity investments, the portfolio managers for the Equity
Funds may from time to time use a growth investing style, a value investing style, or a combination of both. In
using a growth approach, the portfolio managers seek securities of "growth" companies. Growth companies are those
companies that the Manager believes are entering into a growth cycle in their business, with the expectation that
their stock will increase in value. They may be established ascompanies, as well as, newer companies in the
development stage. Growth companies may have a variety of characteristics that in the Manager's view define them
as "growth" issuers.


         Growth companies may be generating or applying new technologies, new or improved distribution techniques
or new services. They may own or develop natural resources. They may be companies that can benefit from changing
consumer demands or lifestyles, or companies that have projected earnings in excess of the average for their
sector or industry. In each case, they have prospects that the Manager believes are favorable for the long term.
The portfolio managers of the Funds look for growth companies with strong, capable management sound financial and
accounting policies, successful product development and marketing and other factors.

                  |_|  Value Investing. In selecting equity investments, the portfolio managers for the Equity
Funds in particular may from time to time use a value investing style. In using a value approach, the portfolio
managers seek stock and other equity securities that appear to be temporarily undervalued, by various measures,
such as price/earnings ratios, rather than seeking stocks of "growth" issuers. This approach is subject to change
and might not necessarily be used in all cases. Value investing seeks stocks having prices that are low in
relation to their real worth or future prospects, in the hope that a Fund will realize appreciation in the value
of its holdings when other investors realize the intrinsic value of the stock.

         Using value investing requires research as to the issuer's underlying financial condition and prospects.
Some of the measures that can be used to identify these securities include, among others:

         |_|  Price/Earnings ratio, which is the stock's price divided by its earnings per share. A stock having
         a price/earnings ratio lower than its historical range, or the market as a whole or that of similar
         companies may offer attractive investment opportunities.
         |_|  Price/book value ratio, which is the stock price divided by the book value of the company per
         share, which measures the company's stock price in relation to its asset value.
         |_|  Dividend Yield is measured by dividing the annual dividend by the stock price per share.
         |_| Valuation of Assets, which compares the stock price to the value of the company's underlying assets,
         including their projected value in the marketplace and liquidation value.

                  |_| Convertible Securities.  While convertible securities are a form of debt security, in many
cases their conversion feature (allowing conversion into equity securities) causes them to be regarded by the
Manager more as "equity equivalents."  As a result, the rating assigned to the security has less impact on the
Manager's investment decision with respect to convertible securities than in the case of non-convertible fixed
income securities.  Convertible securities are subject to the credit risks and interest rate risks described
below in "Debt Securities."

         To determine whether convertible securities should be regarded as "equity equivalents," the Manager
examines the following factors:

(1)      whether, at the option of the investor, the convertible security can be exchanged for a fixed number of
              shares of common stock of the issuer,
(2)      whether the issuer of the convertible securities has restated its earnings per share of common stock on
              a fully diluted basis (considering the effect of conversion of the convertible securities), and
(3)      the extent to which the convertible security may be a defensive "equity substitute," providing the
              ability to participate in any appreciation in the price of the issuer's common stock.

                  |_| Rights and Warrants.  The Funds may invest in warrants or rights. They do not expect that
their investments in warrants and rights will exceed 5% of their total assets.

         Warrants basically are options to purchase equity securities at specific prices valid for a specific
period of time.  Their prices do not necessarily move parallel to the prices of the underlying securities.
Rights are similar to warrants, but normally have a short duration and are distributed directly by the issuer to
its shareholders.  Rights and warrants have no voting rights, receive no dividends and have no rights with
respect to the assets of the issuer.

         |X|  Investments in Bonds and Other Debt Securities.  The Fixed Income Funds in particular can invest in
bonds, debentures and other debt securities to seek current income as part of their investment objectives.

         The Funds' debt investments can include investment-grade and non-investment-grade bonds (commonly
referred to as "junk bonds"). Investment-grade bonds are bonds rated in one of the four highest categories by
Moody's Investors Service, Inc. ("Moody's), Standard & Poor's Corporation ("Standard & Poor's"), Fitch, Inc.
("Fitch"), or that have comparable ratings by another nationally-recognized rating organization, or if unrated or
split-rated, determined by the Manager to be of comparable quality.  In making investments in debt securities,
the Manager may rely to some extent on the ratings of ratings organizations or it may use its own research to
evaluate a security's credit-worthiness.

                  |_|  U.S. Government Securities.  The Funds can buy securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities.  Securities issued by the U.S. Treasury are backed by the full
faith and credit of the U.S. government and are subject to very little credit risk. Obligations of U.S.
government agencies or instrumentalities (including mortgage-backed securities) may or may not be guaranteed or
supported by the "full faith and credit" of the United States.  Some are backed by the right of the issuer to
borrow from the U.S. Treasury; others, by discretionary authority of the U.S. government to purchase the
agencies' obligations; while others are supported only by the credit of the instrumentality.  If a security is
not backed by the full faith and credit of the United States, the owner of the security must look principally to
the agency issuing the obligation for repayment and may not be able to assert a claim against the United States
in the event that the agency or instrumentality does not meet its commitment.  A Fund will invest in securities
of U.S. government agencies and instrumentalities only when the Manager is satisfied that the credit risk with
respect to the agency or instrumentality is minimal.

                  |_|  Special Risks of Lower-Grade Securities. Because lower-grade securities tend to offer
higher yields than investment grade securities, a Fund may invest in lower grade securities if the Manager is
trying to achieve greater income (and, in some cases, the appreciation possibilities of lower-grade securities
may be a reason they are selected for a Fund's portfolio).

         Some of the special credit risks of lower-grade securities are discussed in the Prospectus. There is a
greater risk that the issuer may default on its obligation to pay interest or to repay principal than in the case
of investment-grade securities. The issuer's low creditworthiness may increase the potential for its insolvency.
An overall decline in values in the high yield bond market is also more likely during a period of a general
economic downturn. An economic downturn or an increase in interest rates could severely disrupt the market for
high yield bonds, adversely affecting the values of outstanding bonds as well as the ability of issuers to pay
interest or repay principal. In the case of foreign high yield bonds, these risks are in addition to the special
risk of foreign investing discussed in the Prospectus and in this Statement of Additional Information.

         While securities rated "Baa" by Moody's or "BBB" by Standard & Poor's or Fitch are investment-grade and
are not regarded as junk bonds, those securities may be subject to special risks, and have some speculative
characteristics.  Definitions of the debt security ratings categories of Moody's, Standard & Poor's and Fitch are
included in Appendix A to this Statement of Additional Information.

         |X| Asset-Backed Securities.  Asset-backed securities are fractional interests in pools of assets,
typically accounts receivable or consumer loans.  They are issued by trusts or special-purpose corporations.
They are similar to mortgage-backed securities, described below, and are backed by a pool of assets that consist
of obligations of individual borrowers.  The income from the pool is passed through to the holders of
participation interest in the pools.  The pools may offer a credit enhancement, such as a bank letter of credit,
to try to reduce the risks that the underlying debtors will not pay their obligations when due.  However, the
enhancement, if any, might not be for the full par value of the security.  If the enhancement is exhausted and
any required payments of interest or repayments of principal are not made, that Fund could suffer losses on its
investment or delays in receiving payment.

         The value of an asset-backed security is affected by changes in the market's perception of the asset
backing the security, the creditworthiness of the servicing agent for the loan pool, the originator of the loans,
or the financial institution providing any credit enhancement, and is also affected if any credit enhancement has
been exhausted.  The risks of investing in asset-backed securities are ultimately related to payment of consumer
loans by the individual borrowers.  As a purchaser of an asset-backed security, the Fund would generally have no
recourse to the entity that originated the loans in the event of default by a borrower.  The underlying loans are
subject to prepayments, which may shorten the weighted average life of asset-backed securities and may lower
their return, in the same manner as in the case of mortgage-backed securities and CMOs, described below. Unlike
mortgage-backed securities, asset-backed securities typically do not have the benefit of a security interest in
the underlying collateral.


         |X|  Mortgage-Related Securities.  Mortgage-related securities (also referred to as mortgage-backed
securities) are a form of derivative investment collateralized by pools of commercial or residential mortgages.
Pools of mortgage loans are assembled as securities for sale to investors by government agencies or entities or
by private issuers. These securities include collateralized mortgage obligations ("CMOs"), mortgage pass-through
securities, stripped mortgage pass-through securities, interests in real estate mortgage investment conduits
("REMICs") and other real-estate related securities.


         Mortgage-related securities that are issued or guaranteed by agencies or instrumentalities of the U.S.
government have relatively little credit risk (depending on the nature of the issuer). Privately issued
mortgage-related securities have some credit risk, as the underlying mortgage may not fully collateralize the
obligation and full payment of them is not guaranteed.  Both types of mortgage-related securities are subject to
interest rate risks and prepayment risks, as described in the Prospectus.

         As with other debt securities, the prices of mortgage-related securities tend to move inversely to
changes in interest rates. The Fixed Income Funds can buy mortgage-related securities that have interest rates
that move inversely to changes in general interest rates, based on a multiple of a specific index. Although the
value of a mortgage-related security may decline when interest rates rise, the converse is not always the case.

         In periods of declining interest rates, mortgages are more likely to be prepaid. Therefore, a
mortgage-related security's maturity can be shortened by unscheduled prepayments on the underlying mortgages.
Therefore, it is not possible to predict accurately the security's yield. The principal that is returned earlier
than expected may have to be reinvested in other investments having a lower yield than the prepaid security.
Therefore, these securities may be less effective as a means of "locking in" attractive long-term interest rates,
and they may have less potential for appreciation during periods of declining interest rates, than conventional
bonds with comparable stated maturities.

         Prepayment risks can lead to substantial fluctuations in the value of a mortgage-related security. In
turn, this can affect the value of that Fund's shares. If a mortgage-related security has been purchased at a
premium, all or part of the premium that Fund paid may be lost if there is a decline in the market value of the
security, whether that results from interest rate changes or prepayments on the underlying mortgages. In the case
of stripped mortgage-related securities, if they experience greater rates of prepayment than were anticipated,
the Fund may fail to recoup its initial investment on the security.

         During periods of rapidly rising interest rates, prepayments of mortgage-related securities may occur at
slower than expected rates. Slower prepayments effectively may lengthen a mortgage-related security's expected
maturity. Generally, that would cause the value of the security to fluctuate more widely in responses to changes
in interest rates. If the prepayments on a Fund's mortgage-related securities were to decrease broadly, that
Fund's effective duration, and therefore its sensitivity to interest rate changes, would increase.

         As with other debt securities, the values of mortgage-related securities may be affected by changes in
the market's perception of the creditworthiness of the entity issuing the securities or guaranteeing them. Their
values may also be affected by changes in government regulations and tax policies.

                  |_|      Collateralized Mortgage Obligations. CMOs are multi-class bonds that are backed by
pools of mortgage loans or mortgage pass-through certificates. They may be collateralized by:
(1)      pass-through certificates issued or guaranteed by Ginnie Mae, Fannie Mae, or Freddie Mac,
(2)      unsecuritized mortgage loans insured by the Federal Housing Administration or guaranteed by the
                  Department of Veterans' Affairs,
(3)      unsecuritized conventional mortgages,
(4)      other mortgage-related securities, or
(5)      any combination of these.

         Each class of CMO, referred to as a "tranche," is issued at a specific coupon rate and has a stated
maturity or final distribution date. Principal prepayments on the underlying mortgages may cause the CMO to be
retired much earlier than the stated maturity or final distribution date. The principal and interest on the
underlying mortgages may be allocated among the several classes of a series of a CMO in different ways. One or
more tranches may have coupon rates that reset periodically at a specified increase over an index. These are
floating rate CMOs, and typically have a cap on the coupon rate.  Inverse floating rate CMOs have a coupon rate
that moves in the reverse direction to an applicable index. The coupon rate on these CMOs will increase as
general interest rates decrease. These are usually much more volatile than fixed rate CMOs or floating rate CMOs.

         |X|  Foreign Securities. The Equity Funds and the Fixed Income Funds may invest in foreign securities,
and Global Securities Fund expects to have substantial investments in foreign securities. These include equity
securities issued by foreign companies and debt securities issued or guaranteed by foreign companies or
governments, including supra-national entities.  "Foreign securities" include equity and debt securities of
companies organized under the laws of countries other than the United States and debt securities issued or
guaranteed by governments other than the U.S. government or by foreign supra-national entities. They also include
securities of companies (including those that are located in the U.S. or organized under U.S. law) that derive a
significant portion of their revenue or profits from foreign businesses, investments or sales, or that have a
significant portion of their assets abroad. They may be traded on foreign securities exchanges or in the foreign
over-the-counter markets.

         Securities of foreign issuers that are represented by American Depository Receipts or that are listed on
a U.S. securities exchange or traded in the U.S. over-the-counter markets are not considered "foreign securities"
for the purpose of a Fund's investment allocations, because they are not subject to many of the special
considerations and risks, discussed below, that apply to foreign securities traded and held abroad.

         Because the Funds may purchase securities denominated in foreign currencies, a change in the value of
such foreign currency against the U.S. dollar will result in a change in the amount of income the Funds have
available for distribution.  Because a portion of the Funds' investment income may be received in foreign
currencies, the Funds will be required to compute their income in U.S. dollars for distribution to shareholders,
and therefore the Funds will absorb the cost of currency fluctuations.  After the Funds have distributed income,
subsequent foreign currency losses may result in the Fund's having distributed more income in a particular fiscal
period than was available from investment income, which could result in a return of capital to shareholders.

         Investing  in foreign  securities  offers  potential  benefits  not  available  from  investing  solely in
securities of domestic  issuers.  They include the  opportunity  to invest in foreign  issuers that appear to offer
growth potential, or in foreign countries with economic policies or business cycles different from those of the
U.S., or to reduce fluctuations in portfolio value by taking advantage of foreign stock markets that do not move
in a manner parallel to U.S. markets.  The Funds will hold foreign currency only in connection with the purchase
or sale of foreign securities.

                  |_|  Foreign Debt Obligations. The debt obligations of foreign governments and entities may or
may not be supported by the full faith and credit of the foreign government. The Fixed Income Funds may buy
securities issued by certain supra-national entities, which include entities designated or supported by
governments to promote economic reconstruction or development, international banking organizations and related
government agencies. Examples are the International Bank for Reconstruction and Development (commonly called the
"World Bank"), the Asian Development bank and the Inter-American Development Bank.

         The governmental members of these supra-national entities are "stockholders" that typically make capital
contributions and may be committed to make additional capital contributions if the entity is unable to repay its
borrowings.  A supra-national entity's lending activities may be limited to a percentage of its total capital,
reserves and net income.  There can be no assurance that the constituent foreign governments will continue to be
able or willing to honor their capitalization commitments for those entities.

         The Fixed Income Funds can invest in U.S. dollar-denominated "Brady Bonds."  These foreign debt
obligations may be fixed-rate par bonds or floating-rate discount bonds.  They are generally collateralized in
full as to repayment of principal at maturity by U.S. Treasury zero-coupon obligations that have the same
maturity as the Brady Bonds.  Brady Bonds can be viewed as having three or four valuation components: (i) the
collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the
uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity.  Those
uncollateralized amounts constitute what is called the "residual risk."

         If there is a default on collateralized Brady Bonds resulting in acceleration of the payment obligations
of the issuer, the zero-coupon U.S. Treasury securities held as collateral for the payment of principal will not
be distributed to investors, nor will those obligations be sold to distribute the proceeds.  The collateral will
be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds.  The defaulted bonds will
continue to remain outstanding, and the face amount of the collateral will equal the principal payments which
would have then been due on the Brady Bonds in the normal course.  Because of the residual risk of Brady Bonds
and the history of defaults with respect to commercial bank loans by public and private entities of countries
issuing Brady Bonds, Brady Bonds are considered speculative investments.


                  |_| Risks of Foreign Investing.  Investments in foreign securities may offer special
opportunities for investing but also present special additional risks and considerations not typically associated
with investments in domestic securities. Some of these additional risks are:
o        reduction of income by foreign taxes;
o        fluctuation in value of foreign investments due to changes in currency rates or currency control
              regulations (for example, currency blockage);
o        transaction charges for currency exchange;
o        lack of public information about foreign issuers;
o        lack of uniform accounting, auditing and financial reporting standards in foreign countries comparable
              to those applicable to domestic issuers;
o        less volume on foreign exchanges than on U.S. exchanges;
o        greater volatility and less liquidity on foreign markets than in the U.S.;
o        less governmental regulation of foreign issuers, stock exchanges and brokers than in the U.S.;
o        greater difficulties in commencing lawsuits;
o        higher brokerage commission rates than in the U.S.;
o        increased risks of delays in settlement of portfolio transactions or loss of certificates for portfolio
              securities;
o        possibilities in some countries of expropriation, confiscatory taxation, currency devaluation,
              political, financial or social instability or adverse diplomatic developments; and
o        unfavorable differences between the U.S. economy and foreign economies.

                  In the past, U.S. government policies have discouraged certain investments abroad by U.S.
investors, through taxation or other restrictions, and it is possible that such restrictions could be re-imposed.

                  |_|  Special Risks of Emerging Markets. Emerging and developing markets abroad may also offer
special opportunities for growth investing but have greater risks than more developed foreign markets, such as
those in Europe, Canada, Australia, New Zealand and Japan. There may be even less liquidity in their securities
markets, and settlements of purchases and sales of securities may be subject to additional delays. They are
subject to greater risks of limitations on the repatriation of income and profits because of currency
restrictions imposed by local governments. Those countries may also be subject to the risk of greater political
and economic instability, which can greatly affect the volatility of prices of securities in those countries. The
Manager will consider these factors when evaluating securities in these markets, because the selection of those
securities must be consistent with the Fund's goal of preservation of principal.

         The Funds intend to invest less than 5% of their total assets in securities of issuers of Eastern
European countries.  The social, political and economic reforms in most Eastern European countries are still in
their early stages, and there can be no assurance that these reforms will continue. Eastern European countries in
many cases do not have a sophisticated or well-established capital market structure for the sale and trading of
securities.  Participation in the investment markets in some of those countries may be available initially or
solely through investment in joint ventures, state enterprises, private placements, unlisted securities or other
similar illiquid investment vehicles.

         In addition, although investment opportunities may exist in Eastern European countries, any change in
the leadership or policies of the governments of those countries, or changes in the leadership or policies of any
other government that exercises a significant influence over those countries, may halt the expansion of or
reverse the liberalization of foreign investment policies now occurring. As a result investment opportunities
which may currently exist may be threatened.

         The prior authoritarian governments of a number of the Eastern European countries previously
expropriated large amounts of real and personal property, which may include property which will be represented by
or held by entities issuing the securities a Fund might wish to purchase.  In many cases, the claims of the prior
property owners against those governments were never finally settled.  There can be no assurance that any
property represented by or held by entities issuing securities purchased by a Fund will not also be expropriated,
nationalized, or confiscated.  If that property were confiscated, the Fund could lose a substantial portion of
its investments in such countries.  A Fund's investments could also be adversely affected by exchange control
regulations imposed in any of those countries.

         |X|  Portfolio Turnover.  "Portfolio turnover" describes the rates at which the Funds traded their
portfolio securities during its last fiscal year.  For example, if a Fund sold all of its securities during the
year, its portfolio turnover rate would have been 100%. The Funds' portfolio turnover rates will fluctuate from
year to year, and any of the Funds may have portfolio turnover rates of more than 100% annually.

Other Investment Techniques and Strategies. In seeking their respective objectives, the Funds may from time to
time use the types of investment strategies and investments described below. They are not required to use all of
these strategies at all times, and at times may not use them.


         |X|  Investing in Small, Unseasoned Companies. The Funds may invest in securities of small, unseasoned
companies, subject to limits (if any) stated in that Fund's Prospectus.  These are companies that have been in
operation for less than three years, including the operations of any predecessors.  Securities of these companies
may be subject to volatility in their prices. They may have a limited trading market or no trading market, which
may adversely affect the Funds' ability to value them or to dispose of them and can reduce the price the Funds
might be able to obtain for them. Other investors that own a security issued by a small, unseasoned issuer for
which there is limited liquidity might trade the security when the Funds are attempting to dispose of their
holdings of that security. In that case, a Fund might receive a lower price for its holdings than might otherwise
be obtained.


         |X|  When-Issued and Delayed-Delivery Transactions (All Portfolios).   The Funds may invest in
securities on a "when-issued" basis and may purchase or sell securities on a "delayed-delivery" or "forward
commitment" basis.  When-issued and delayed-delivery are terms that refer to securities whose terms and indenture
are available and for which a market exists, but which are not available for immediate delivery.


         When such transactions are negotiated, the price (which is generally expressed in yield terms) is fixed
at the time the commitment is made.  Delivery and payment for the securities take place at a later date.  The
securities are subject to change in value from market fluctuations during the period until settlement. The value
at delivery may be less than the purchase price. For example, changes in interest rates in a direction other than
that expected by the Manager before settlement will affect the value of such securities and may cause a loss to
the Funds. During the period between purchase and settlement, no payment is made by the Funds to the issuer and
no interest accrues to that portfolio from the investment.  No income begins to accrue to the Funds on a
when-issued security until the Funds receive the security at settlement of the trade.

         The Funds will engage in when-issued transactions to secure what the Manager considers to be an
advantageous price and yield at the time of entering into the obligation. When a Fund enters into a when-issued
or delayed-delivery transaction, it relies on the other party to complete the transaction. Its failure to do so
may cause that Fund to lose the opportunity to obtain the security at a price and yield the Manager considers to
be advantageous.

         When a Fund  engages in  when-issued  and  delayed-delivery  transactions,  it does so for the  purpose of
acquiring or selling  securities  consistent  with its  investment  objective and policies for its portfolio or for
delivery pursuant to options contracts it has entered into, and not for the purpose of investment leverage.
Although a Fund will enter into delayed-delivery or when-issued purchase transactions to acquire securities, it
may dispose of a commitment prior to settlement. If a Fund chooses to dispose of the right to acquire a
when-issued security prior to its acquisition or to dispose of its right to delivery against a forward
commitment, it may incur a gain or loss.

         At the time a Fund makes the commitment to purchase or sell a security on a when-issued or delayed
delivery basis, it records the transaction on its books and reflects the value of the security purchased in
determining that Fund's net asset value.  In a sale transaction, it records the proceeds to be received. That
Fund will identify on its books liquid assets at least equal in value to the value of that Fund's purchase
commitments until that Fund pays for the investment.

         When-issued and delayed-delivery transactions can be used by the Funds as a defensive technique to hedge
against anticipated changes in interest rates and prices. For instance, in periods of rising interest rates and
falling prices, a Fund might sell securities in its portfolio on a forward commitment basis to attempt to limit
its exposure to anticipated falling prices. In periods of falling interest rates and rising prices, a Fund might
sell portfolio securities and purchase the same or similar securities on a when-issued or delayed-delivery basis
to obtain the benefit of currently higher cash yields.

         |X| Zero-Coupon Securities. The Fixed Income Funds may buy zero-coupon and delayed interest securities,
and "stripped" securities of foreign government issuers, which may or may not be backed by the "full faith and
credit" of the issuing foreign government, and of domestic and foreign corporations.  The Fixed Income Funds may
also buy zero-coupon and "stripped" U.S. government securities. Zero-coupon securities issued by foreign
governments and by corporations will be subject to greater credit risks than U.S. government zero-coupon
securities.

         |X|  "Stripped" Mortgage-Related Securities. The Fixed Income Funds can invest in stripped
mortgage-related securities that are created by segregating the cash flows from underlying mortgage loans or
mortgage securities to create two or more new securities. Each has a specified percentage of the underlying
security's principal or interest payments. These are a form of derivative investment.

         Mortgage securities may be partially stripped so that each class receives some interest and some
principal. However, they may be completely stripped. In that case all of the interest is distributed to holders
of one type of security, known as an "interest-only" security, or "I/O," and all of the principal is distributed
to holders of another type of security, known as a "principal-only" security or "P/O." Strips can be created for
pass-through certificates or CMOs.

         The yields to maturity of I/Os and P/Os are very sensitive to principal repayments (including
prepayments) on the underlying mortgages.  If the underlying mortgages experience greater than anticipated
prepayments of principal, that Fund might not fully recoup its investment in an I/O based on those assets.  If
underlying mortgages experience less than anticipated prepayments of principal, the yield on the P/Os based on
them could decline substantially.

         |X| Repurchase Agreements. The Funds may acquire securities subject to repurchase agreements.  They may
do so for liquidity purposes to meet anticipated redemptions of Fund shares, or pending the investment of the
proceeds from sales of Fund shares, or pending the settlement of portfolio securities transactions, or for
temporary defensive purposes, as described below.

         In a repurchase transaction, the Funds buy a security from, and simultaneously resells it to, an
approved vendor for delivery on an agreed-upon future date. The resale price exceeds the purchase price by an
amount that reflects an agreed-upon interest rate effective for the period during which the repurchase agreement
is in effect.  Approved vendors include U.S. commercial banks, U.S. branches of foreign banks, or broker-dealers
that have been designated as primary dealers in government securities.  They must meet credit requirements set by
the Manager from time to time.


         The majority of these transactions run from day to day, and delivery pursuant to the resale typically
occurs within one to five days of the purchase. Repurchase agreements having a maturity beyond seven days are
subject to each Fund's limit on holding illiquid investments. No Fund will enter into a repurchase agreement that
causes more than 15% of its net assets (for Money Fund/VA, 10%) to be subject to repurchase agreements having a
maturity beyond seven days. There is no limit on the amount of a Fund's net assets that may be subject to
repurchase agreements having maturities of seven days or less for defensive purposes.


         Repurchase agreements, considered "loans" under the Investment Company Act, are collateralized by the
underlying security.  The Funds' repurchase agreements require that at all times while the repurchase agreements
are in effect, the value of the collateral must equal or exceed the repurchase price to fully collateralize the
repayment obligation. However, if the vendor fails to pay the resale price on the delivery date, the Funds may
incur costs in disposing of the collateral and may experience losses if there is any delay in its ability to do
so. The Manager will monitor the vendor's creditworthiness to confirm that the vendor is financially sound and
will continuously monitor the collateral's value.

         |X|  Illiquid and Restricted Securities.  Under the policies and procedures established by the Fund's
Board of Trustees, the Manager determines the liquidity of certain of the Funds' investments. To enable a Fund to
sell its holdings of a restricted security not registered under the Securities Act of 1933, that Fund may have to
cause those securities to be registered.  The expenses of registering restricted securities may be negotiated by
the Fund with the issuer at the time the Fund buys the securities. When a Fund must arrange registration because
the Fund wishes to sell the security, a considerable period may elapse between the time the decision is made to
sell the security and the time the security is registered so that the Fund could sell it. That Fund would bear
the risks of any downward price fluctuation during that period.

         The Funds may also acquire restricted securities through private placements. Those securities have
contractual restrictions on their public resale. Those restrictions might limit a Fund's ability to dispose of
the securities and might lower the amount a Fund could realize upon the sale.

         The Funds have limitations that apply to purchases of restricted securities, as stated in the
Prospectus. Those percentage restrictions do not limit purchases of restricted securities that are eligible for
sale to qualified institutional purchasers under Rule 144A of the Securities Act of 1933, if those securities
have been determined to be liquid by the Manager under Board-approved guidelines. Those guidelines take into
account the trading activity for such securities and the availability of reliable pricing information, among
other factors.  If there is a lack of trading interest in a particular Rule 144A security, the Funds' holdings of
that security may be considered to be illiquid.

         Illiquid securities include repurchase agreements maturing in more than seven days and participation
interests that do not have puts exercisable within seven days.

         |X|  Forward Rolls.  The Funds can enter into "forward roll" transactions with respect to mortgage
related securities.  In this type of transaction, the Funds sell a mortgage related security to a buyer and
simultaneously agrees to repurchase a similar security (the same type of security, and having the same coupon and
maturity) at a later date at a set price.  The securities that are repurchased will have the same interest rate
as the securities that are sold, but typically will be collateralized by different pools of mortgages (with
different prepayment histories) than the securities that have been sold. Proceeds from the sale are invested in
short-term instruments, such as repurchase agreements. The income from those investments, plus the fees from the
forward roll transaction, are expected to generate income to the Funds in excess of the yield on the securities
that have been sold.

         The Funds will only enter into "covered" rolls.  To assure their future payment of the purchase price,
the Funds will identify as segregated on their respective books liquid assets in an amount equal to their
respective payment obligations under the roll.

         These transactions have risks. During the period between the sale and the repurchase, the Funds will not
be entitled to receive interest and principal payments on the securities that have been sold.  It is possible
that the market value of the securities the Funds sell may decline below the price at which the Funds are
obligated to repurchase securities.

         |X| Loans of Portfolio Securities.  To raise cash for liquidity purposes or income, the Funds can lend
their portfolio securities to brokers, dealers and other types of financial institutions approved by the Fund's
Board of Trustees. These loans are limited to not more than 10% of the value of that Fund's net assets. The Funds
currently do not intend to engage in loans of securities in the coming year, but if they do so, such loans will
not likely exceed 5% of that Fund's total assets.   The Funds may also lend up to 5% of that Fund's net assets to
an affiliated fund, for not more than seven days.

         There are some risks in connection with securities lending.  The Funds might experience a delay in
receiving additional collateral to secure a loan, or a delay in recovery of the loaned securities if the borrower
defaults. The Funds must receive collateral for a loan.  Under current applicable regulatory requirements (which
are subject to change), on each business day the loan collateral must be at least equal to the value of the
loaned securities.  It must consist of cash, bank letters of credit, or securities of the U.S. government or its
agencies or instrumentalities, or other cash equivalents in which that Fund is permitted to invest.  To be
acceptable as collateral, letters of credit must obligate a bank to pay amounts demanded by the Funds if the
demand meets the terms of the letter. The terms of the letter of credit and the issuing bank both must be
satisfactory to the Funds.

         When they lend  securities,  that Fund  receives  amounts  equal to the  dividends  or  interest on loaned
securities.  It also  receives  one or more of (a)  negotiated  loan  fees,  (b)  interest  on  securities  used as
collateral, and (c) interest on any short-term debt securities purchased with such loan collateral. Either type
of interest may be shared with the borrower.  That Fund may also pay reasonable finder's, custodian and
administrative fees in connection with these loans.  The terms of a Fund's loans must meet applicable tests under
the Internal Revenue Code and must permit the Fund to reacquire loaned securities on five days' notice or in time
to vote on any important matter.

         |X|  Borrowing for Leverage. Each Fund has the ability to borrow from banks on an unsecured basis.  Each
Fund has undertaken to limit borrowing to 25% of the value of that Fund's net assets, which is further limited to
10% if borrowing is for a purpose other than to facilitate redemptions.  Investing borrowed funds in portfolio
securities is a speculative technique known as "leverage."  The Funds cannot borrow money in excess of 33-1/3% of
the value of that Fund's total assets.  The Funds may borrow only from banks and/or affiliated investment
companies.  With respect to this fundamental policy, the Funds can borrow only  if they maintain a 300% ratio of
assets to borrowings at all times in the manner set forth in the Investment Company Act of 1940. If the value of
that Fund's assets fails to meet this 300% asset coverage requirement, that Fund will reduce its bank debt within
three days to meet the requirement.  To do so, that Fund might have to sell a portion of its investments at a
disadvantageous time.

         A Fund will pay interest on these loans, and that interest expense will raise the overall expenses of
that Fund and reduce its returns.  If it does borrow, its expenses will be greater than comparable funds that do
not borrow for leverage.  Additionally, that Fund's net asset values per share might fluctuate more than that of
funds that do not borrow.  Currently, the Funds do not contemplate using this technique in the next year but if
they do so, it will not likely be to a substantial degree.

         |X|  Derivatives.  The Funds can invest in a variety of derivative investments for hedging purposes.
Some derivative investments the Funds can use are the hedging instruments described below in this Statement of
Additional Information.  The Equity Funds do not use, and do not currently contemplate using, derivatives or
hedging instruments to a significant degree in the coming year and they are not obligated to use them in seeking
their objectives.

         Other derivative investments the Fixed Income Funds can invest in include "index-linked" notes.
Principal and/or interest payments on these notes depend on the performance of an underlying index.
Currency-indexed securities are another derivative these Funds may use.  Typically, these are short-term or
intermediate-term debt securities.  Their value at maturity or the rates at which they pay income are determined
by the change in value of the U.S. dollar against one or more foreign currencies or an index.  In some cases,
these securities may pay an amount at maturity based on a multiple of the amount of the relative currency
movements.  This type of index security offers the potential for increased income or principal payments but at a
greater risk of loss than a typical debt security of the same maturity and credit quality.

         Other derivative investments the Fixed Income Funds can use include debt exchangeable for common stock
of an issuer or "equity-linked debt securities" of an issuer.  At maturity, the debt security is exchanged for
common stock of the issuer or it is payable in an amount based on the price of the issuer's common stock at the
time of maturity.  Both alternatives present a risk that the amount payable at maturity will be less than the
principal amount of the debt because the price of the issuer's common stock might not be as high as the Manager
expected.

         |X| Hedging.  Although the Funds can use hedging instruments, they are not obligated to use them in
seeking their objective. To attempt to protect against declines in the market value of the Funds' portfolio, to
permit the Funds to retain unrealized gains in the value of portfolio securities which have appreciated, or to
facilitate selling securities for investment reasons, the Funds could:
         |_|    sell futures contracts,
         |_| buy puts on such futures or on securities, or
         |_|    write covered calls on securities or futures.  Covered calls may also be used
         to                   increase the Funds' income, but the Manager does not expect to engage
         extensively           in that  practice.

         The Funds can use hedging to establish a position in the securities market as a temporary substitute for
purchasing particular securities.  In that case the Funds would normally seek to purchase the securities and then
terminate that hedging position.  The Funds might also use this type of hedge to attempt to protect against the
possibility that its portfolio securities would not be fully included in a rise in value of the market. To do so
the Funds could:
         |_| buy futures, or
         |_| buy calls on such futures or on securities.

         The Funds' strategy of hedging with futures and options on futures will be incidental to the Fund's
activities in the underlying cash market.  The particular hedging instruments the Funds can use are described
below.  The Funds may employ new hedging instruments and strategies when they are developed, if those investment
methods are consistent with the Funds' investment objective and are permissible under applicable regulations
governing the Fund.

         |_|  Futures.  The Funds can buy and sell futures contracts that relate to (1) broadly-based stock
indices (these are referred to as "stock index futures"), (2) bond indices (these are referred to as "bond index
futures"), (3) debt securities (these are referred to as "interest rate futures"), and (4) foreign currencies
(these are referred to as "forward contracts").

         A  broadly-based  stock  index is used as the basis for  trading  stock  index  futures.  They may in some
cases be based on stocks of  issuers  in a  particular  industry  or group of  industries.  A stock  index  assigns
relative values to the common stocks  included in the index and its value  fluctuates in response to the changes in
value of the  underlying  stocks.  A stock index  cannot be  purchased  or sold  directly.  Bond index  futures are
similar contracts based on the future value of the basket of securities that comprise the index.  These contracts
obligate the seller to deliver, and the purchaser to take, cash to settle the futures transaction.  There is no
delivery made of the underlying securities to settle the futures obligation.  Either party may also settle the
transaction by entering into an offsetting contract.

         An interest rate future obligates the seller to deliver (and the purchaser to take) cash or a specified
type of debt security to settle the futures transaction. Either party could also enter into an offsetting
contract to close out the position.

         No money is paid or  received  by the Funds on the  purchase  or sale of a future.  Upon  entering  into a
futures  transaction,  the Funds will be required to deposit an initial margin payment with the futures  commission
merchant (the "futures broker").  Initial margin payments will be deposited with the Funds' custodian bank in an
account registered in the futures broker's name.  However, the futures broker can gain access to that account
only under specified conditions.  As the future is marked to market (that is, its value on that Fund's books is
changed) to reflect changes in its market value, subsequent margin payments, called variation margin, will be
paid to or by the futures broker daily.

         At any time prior to expiration of the future, the Funds may elect to close out their position by taking
an opposite position, at which time a final determination of variation margin is made and any additional cash
must be paid by or released to that Fund.  Any loss or gain on the future is then realized by that Fund for tax
purposes.  All futures transactions are effected through a clearinghouse associated with the exchange on which
the contracts are traded.

         |_| Put and Call Options.  The Funds can buy and sell certain kinds of put options ("puts") and call
options ("calls"). The Funds can buy and sell exchange-traded and over-the-counter put and call options,
including index options, securities options, currency options, commodities options, and options on the other
types of futures described above.

                  |_|  Writing Covered Call Options.  The Funds can write (that is, sell) covered calls. If a
Fund sells a call option, it must be covered.  That means the Fund must own the security subject to the call
while the call is outstanding, or, for certain types of calls, the call may be covered by segregating liquid
assets to enable that Fund to satisfy its obligations if the call is exercised.  Up to 100% of a Fund's total
assets may be subject to calls that Fund writes.

         When a Fund writes a call on a security, it receives cash (a premium).  That Fund agrees to sell the
underlying security to a purchaser of a corresponding call on the same security during the call period at a fixed
exercise price regardless of market price changes during the call period.  The call period is usually not more
than nine months.  The exercise price may differ from the market price of the underlying security.  That Fund
shares the risk of loss that the price of the underlying security may decline during the call period. That risk
may be offset to some extent by
the premium the Fund receives.  If the value of the investment does not rise above the call price, it is likely
that the call will lapse without being exercised. In that case the Fund would keep the cash premium and the
investment.

         When a Fund writes a call on an index, it receives cash (a premium).  If the buyer of the call exercises
it, the Fund will pay an amount of cash equal to the difference between the closing price of the call and the
exercise price, multiplied by a specified multiple that determines the total value of the call for each point of
difference.  If the value of the underlying investment does not rise above the call price, it is likely that the
call will lapse without being exercised. In that case the Fund would keep the cash premium.

         The Funds' custodian bank, or a securities depository acting for the custodian bank, will act as the
Funds' escrow agent, through the facilities of the Options Clearing Corporation ("OCC"), as to the investments on
which the Funds have written calls traded on exchanges or as to other acceptable escrow securities. In that way,
no margin will be required for such transactions.  OCC will release the securities on the expiration of the
option or when the Funds enter into a closing transaction.

         When a Fund writes an over-the-counter ("OTC") option, that Fund will enter into an arrangement with a
primary U.S. government securities dealer which will establish a formula price at which the Fund will have the
absolute right to repurchase that OTC option.  The formula price will generally be based on a multiple of the
premium received for the option, plus the amount by which the option is exercisable below the market price of the
underlying security (that is, the option is "in the money").  When a Fund writes an OTC option, it will treat as
illiquid (for purposes of its restriction on holding illiquid securities) the mark-to-market value of any OTC
option it holds, unless the option is subject to a buy-back agreement by the executing broker.

         To terminate its obligation on a call it has written, a Fund may purchase a corresponding call in a
"closing purchase transaction."  A Fund will then realize a profit or loss, depending upon whether the net of the
amount of the option transaction costs and the premium received on the call the Fund wrote is more or less than
the price of the call the Fund purchases to close out the transaction.  That Fund may realize a profit if the
call expires unexercised, because that Fund will retain the underlying security and the premium it received when
it wrote the call.  Any such profits are considered short-term capital gains for federal income tax purposes, as
are the premiums on lapsed calls. When distributed by a Fund they are taxable as ordinary income.  If a Fund
cannot effect a closing purchase transaction due to the lack of a market, it will have to hold the callable
securities until the call expires or is exercised.


         A Fund may also write calls on a futures contract without owning the futures contract or securities
deliverable under the contract.  To do so, at the time the call is written, that Fund must cover the call by
identifying an equivalent dollar amount of liquid assets on its books.  The Fund will identify additional liquid
assets if the value of the identified assets drops below 100% of the current value of the future.  Because of
this requirement, in no circumstances would that Fund's receipt of an exercise notice as to that future require
that Fund to deliver a futures contract. It would simply put that Fund in a short futures position, which is
permitted by the Funds' hedging policies.

                  |_| Writing Put Options.  Each Fund can sell put options. A put option on securities gives the
purchaser the right to sell, and the writer the obligation to buy, the underlying investment at the exercise
price during the option period.  The Funds will not write puts if, as a result, more than 50% of the Fund's net
assets would be required to be identified on its books to cover such put options.

         If a Fund writes a put, the put must be covered by identifying liquid assets on its books. The premium
the Funds receive from writing a put represents a profit, as long as the price of the underlying investment
remains equal to or above the exercise price of the put.  However, that Fund also assumes the obligation during
the option period to buy the underlying investment from the buyer of the put at the exercise price, even if the
value of the investment falls below the exercise price.  If a put a Fund has written expires unexercised, that
Fund realizes a gain in the amount of the premium less the transaction costs incurred.  If the put is exercised,
that Fund must fulfill its obligation to purchase the underlying investment at the exercise price. That price
will usually exceed the market value of the investment at that time.  In that case, that Fund may incur a loss if
it sells the underlying investment. That loss will be equal to the sum of the sale price of the underlying
investment and the premium received minus the sum of the exercise price and any transaction costs the Fund
incurred.

         When writing a put option on a security, to secure its obligation to pay for the underlying security,
that Fund will identify on its books liquid assets with a value equal to or greater than the exercise price of
the underlying securities.  That Fund therefore forgoes the opportunity of investing the segregatedassets
identified on its books or writing calls against those assets.


         As long as a Fund's obligation as the put writer continues, it may be assigned an exercise notice by the
broker-dealer through which the put was sold. That notice will require that Fund to take delivery of the
underlying security and pay the exercise price.  No Fund has control over when it may be required to purchase the
underlying security, since it may be assigned an exercise notice at any time prior to the termination of its
obligation as the writer of the put.  That obligation terminates upon expiration of the put. It may also
terminate if, before it receives an exercise notice, that Fund effects a closing purchase transaction by
purchasing a put of the same series as it sold.  Once a Fund has been assigned an exercise notice, it cannot
effect a closing purchase transaction.

         A Fund may decide to effect a closing purchase transaction to realize a profit on an outstanding put
option it has written or to prevent the underlying security from being put. Effecting a closing purchase
transaction will also permit that Fund to write another put option on the security, or to sell the security and
use the proceeds from the sale for other investments. A Fund will realize a profit or loss from a closing
purchase transaction depending on whether the cost of the transaction is less or more than the premium received
from writing the put option.  Any profits from writing puts are considered short-term capital gains for federal
tax purposes, and when distributed by a Fund, is taxable as ordinary income.

         Purchasing Calls and Puts.  Each Fund can purchase calls to protect against the possibility that its
              portfolio will not participate in an anticipated rise in the securities market.  When a Fund buys a
              call (other than in a closing purchase transaction), it pays a premium.  That Fund then has the
              right to buy the underlying investment from a seller of a corresponding call on the same investment
              during the call period at a fixed exercise price.  A Fund benefits only if it sells the call at a
              profit or if, during the call period, the market price of the underlying investment is above the
              sum of the call price plus the transaction costs and the premium paid for the call and the Fund
              exercises the call.  If a Fund does not exercise the call or sell it (whether or not at a
|_|      profit), the call will become worthless at its expiration date.  In that case the Fund will have paid
              the premium but lost the right to purchase the underlying investment.

         A Fund can buy puts whether or not it holds the underlying investment in its portfolio.  When a Fund
purchases a put, it pays a premium and, except as to puts on indices, has the right to sell the underlying
investment to a seller of a put on a corresponding investment during the put period at a fixed exercise price.
Buying a put on securities or futures a Fund owns enables that Fund to attempt to protect itself during the put
period against a decline in the value of the underlying investment below the exercise price by selling the
underlying investment at the exercise price to a seller of a corresponding put.  If the market price of the
underlying investment is equal to or above the exercise price and, as a result, the put is not exercised or
resold, the put will become worthless at its expiration date.  In that case the Fund will have paid the premium
but lost the right to sell the underlying investment.  However, the Fund may sell the put prior to its
expiration.  That sale may or may not be at a profit.

         When a Fund purchases a call or put on an index or future, it pays a premium, but settlement is in cash
rather than by delivery of the underlying investment to the Fund.  A gain or loss depends on changes in the index
in question (and thus on price movements in the securities market generally) rather than on price movements in
individual securities or futures contracts.

         A Fund may buy a call or put only if, after the purchase, the value of all call and put options held by
the Fund will not exceed 5% of the Fund's total assets.

                  |_|  Buying and Selling Options on Foreign Currencies.  A Fund can buy and sell calls and puts
on foreign currencies.  They include puts and calls that trade on a securities or commodities exchange or in the
over-the-counter markets or are quoted by major recognized dealers in such options.  A Fund could use these calls
and puts to try to protect against declines in the dollar value of foreign securities and increases in the dollar
cost of foreign securities the Fund wants to acquire.

         If the Manager anticipates a rise in the dollar value of a foreign currency in which securities to be
acquired are denominated, the increased cost of those securities may be partially offset by purchasing calls or
writing puts on that foreign currency.  If the Manager anticipates a decline in the dollar value of a foreign
currency, the decline in the dollar value of portfolio securities denominated in that currency might be partially
offset by writing calls or purchasing puts on that foreign currency. However, the currency rates could fluctuate
in a direction adverse to a Fund's position. That Fund will then have incurred option premium payments and
transaction costs without a corresponding benefit.

         A call the Fund writes on a foreign currency is "covered" if that Fund owns the underlying foreign
currency covered by the call or has an absolute and immediate right to acquire that foreign currency without
additional cash consideration (or it can do so for additional cash consideration held in a segregated account by
its custodian bank) upon conversion or exchange of other foreign currency held in its portfolio.

         A Fund could write a call on a foreign currency to provide a hedge against a decline in the U.S. dollar
value of a security which the Fund owns or has the right to acquire and which is denominated in the currency
underlying the option.  That decline might be one that occurs due to


an expected adverse change in the exchange rate.  This is known as a "cross-hedging" strategy.  In those
circumstances, the Fund covers the option by identifying on its books liquid assets in an amount equal to the
exercise price of the option.

         |_| Risks of Hedging with Options and Futures.  The use of hedging instruments requires special skills
and knowledge of investment techniques that are different than what is required for normal portfolio management.
If the Manager uses a hedging instrument at the wrong time or judges market conditions incorrectly, hedging
strategies may reduce a Fund's return. A Fund could also experience losses if the prices of its futures and
options positions were not correlated with its other investments.

         A Fund's option activities could affect its portfolio turnover rate and brokerage commissions. The
exercise of calls written by the Fund might cause a Fund to sell related portfolio securities, thus increasing
its turnover rate.  The exercise by a Fund of puts on securities will cause the sale of underlying investments,
increasing portfolio turnover.  Although the decision whether to exercise a put it holds is within a Fund's
control, holding a put might cause that Fund to sell the related investments for reasons that would not exist in
the absence of the put.

         A Fund could pay a brokerage commission each time it buys or sells a call, a put or an underlying
investment in connection with the exercise of a call or put.  Those commissions could be higher on a relative
basis than the commissions for direct purchases or sales of the underlying investments.  Premiums paid for
options are small in relation to the market value of the underlying investments.  Consequently, put and call
options offer large amounts of leverage. The leverage offered by trading in options could result in a Fund's net
asset values being more sensitive to changes in the value of the underlying investment.

         If a covered call written by a Fund is exercised on an investment that has increased in value, that Fund
will be required to sell the investment at the call price. It will not be able to realize any profit if the
investment has increased in value above the call price.

         An option position may be closed out only on a market that provides secondary trading for options of the
same series, and there is no assurance that a liquid secondary market will exist for any particular option.  A
Fund might experience losses if it could not close out a position because of an illiquid market for the future or
option.

         There is a risk in using short hedging by selling futures or purchasing puts on broadly-based indices or
futures to attempt to protect against declines in the value of a Fund's portfolio securities. The risk is that
the prices of the futures or the applicable index will correlate imperfectly with the behavior of the cash prices
of that Fund's securities.  For example, it is possible that while a Fund has used a hedging instrument in a
short hedge, the market might advance and the value of the securities held in the Fund's portfolio might decline.
If that occurred, the Fund would lose money on the hedging instrument and also experience a decline in the value
of its portfolio securities. However, while this could occur for a very brief period or to a very small degree,
over time the value of a diversified portfolio of securities will tend to move in the same direction as the
indices upon which the hedging instrument is based.

         The risk of imperfect correlation increases as the composition of a Fund's portfolio diverges from the
securities included in the applicable index. To compensate for the imperfect correlation of movements in the
price of the portfolio securities being hedged and movements in the price of the hedging instruments, a Fund may
use hedging instruments in a greater dollar amount than the dollar amount of portfolio securities being hedged.
It might do so if the historical volatility of the prices of the portfolio securities being hedged are more than
the historical volatility of the applicable index.

         The ordinary spreads between prices in the cash and futures markets are subject to distortions, due to
differences in the nature of those markets. First, all participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may
close futures contracts through offsetting transactions which could distort the normal relationship between the
cash and futures markets.  Second, the liquidity of the futures market depends on participants entering into
offsetting transactions rather than making or taking delivery.  To the extent participants decide to make or take
delivery, liquidity in the futures market could be reduced, thus producing distortion.  Third, from the point of
view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in
the securities markets.  Therefore, increased participation by speculators in the futures market may cause
temporary price distortions.

         A Fund can use hedging instruments to establish a position in the securities markets as a temporary
substitute for the purchase of individual securities (long hedging) by buying futures and/or calls on such
futures, broadly-based indices or on securities. It is possible that when a Fund does so the market might
decline.  If that Fund then concludes not to invest in securities because of concerns that the market might
decline further or for other reasons, the Fund will realize a loss on the hedging instruments that is not offset
by a reduction in the price of the securities purchased.

         |_|  Forward Contracts.  Forward contracts are foreign currency exchange contracts.  They are used to
buy or sell foreign currency for future delivery at a fixed price.  A Fund uses them to "lock in" the U.S. dollar
price of a security denominated in a foreign currency that the Fund has bought or sold, or to protect against
possible losses from changes in the relative values of the U.S. dollar and a foreign currency.  A Fund limits its
exposure in foreign currency exchange contracts in a particular foreign currency to the amount of its assets
denominated in that currency or a closely-correlated currency.  A Fund may also use "cross-hedging" where it
hedges against changes in currencies other than the currency in which a security it holds is denominated.

         Under a forward contract, one party agrees to purchase, and another party agrees to sell, a specific
currency at a future date.  That date may be any fixed number of days from the date of the contract agreed upon
by the parties.  The transaction price is set at the time the contract is entered into.  These contracts are
traded in the inter-bank market conducted directly among currency traders (usually large commercial banks) and
their customers.

         The Funds may use  forward  contracts  to  protect  against  uncertainty  in the level of future  exchange
rates.  The use of forward  contracts does not eliminate the risk of  fluctuations  in the prices of the underlying
securities a Fund owns or intends to acquire, but it does fix a rate of exchange in advance.  Although forward
contracts may reduce the risk of loss from a decline in the value of the hedged currency, at the same time they
limit any potential gain if the value of the hedged currency increases.

         When a Fund enters into a contract for the purchase or sale of a security denominated in a foreign
currency, or when it anticipates receiving dividend payments in a foreign currency, the Fund might desire to
"lock-in" the U.S. dollar price of the security or the U.S. dollar equivalent of the dividend payments.  To do so,
that Fund could enter into a forward contract for the purchase or sale of the amount of foreign currency involved
in the underlying transaction, in a fixed amount of U.S. dollars per unit of the foreign currency. This is called
a "transaction hedge." The transaction hedge will protect the Fund against a loss from an adverse change in the
currency exchange rates during the period between the date on which the security is purchased or sold or on which
the payment is declared, and the date on which the payments are made or received.

         A Fund could also use forward contracts to lock in the U.S. dollar value of a portfolio position.  This
is called a "position hedge."  When a Fund believes that foreign currency might suffer a substantial decline
against the U.S. dollar, it could enter into a forward contract to sell an amount of that foreign currency
approximating the value of some or all of the Fund's portfolio securities denominated in that foreign currency.
When a Fund believes that the U.S. dollar might suffer a substantial decline against a foreign currency, it could
enter into a forward contract to buy that foreign currency for a fixed dollar amount.  Alternatively, a Fund
could enter into a forward contract to sell a different foreign currency for a fixed U.S. dollar amount if the
Fund believes that the U.S. dollar value of the foreign currency to be sold pursuant to its forward contract will
fall whenever there is a decline in the U.S. dollar value of the currency in which portfolio securities of the
Fund are denominated.  That is referred to as a "cross hedge."

         A Fund will cover its short position in these cases by identifying to its custodian bank assets having a
value equal to the aggregate amount of the Fund's commitment under forward contracts. No Fund will enter into
forward contracts or maintain a net exposure to such contracts if the consummation of the contracts would
obligate a Fund to deliver an amount of foreign currency in excess of the value of that Fund's portfolio
securities or other assets denominated in that currency or another currency that is the subject of the hedge.

         The precise  matching of the amounts under  forward  contracts  and the value of the  securities  involved
generally  will not be possible  because the future value of  securities  denominated  in foreign  currencies  will
change as a consequence of market  movements  between the date the forward contract is entered into and the date it
is sold.  In some cases the Manager  might decide to sell the security and deliver  foreign  currency to settle the
original purchase  obligation.  If the market value of the security is less than the amount of foreign currency the
Fund is obligated to deliver,  the Fund might have to purchase  additional foreign currency on the "spot" (that is,
cash)  market to settle the security  trade.  If the market  value of the  security  instead  exceeds the amount of
foreign currency the Fund is obligated to deliver to settle the trade, the Fund might have to sell on the spot
market some of the foreign currency received upon the sale of the security. There will be additional transaction
costs on the spot market in those cases.

         The projection of short-term currency market movements is extremely difficult, and the successful
execution of a short-term hedging strategy is highly uncertain.  Forward contracts involve the risk that
anticipated currency movements will not be accurately predicted, causing a Fund to sustain losses on these
contracts and to pay additional transactions costs. The use of forward contracts in this manner might reduce a
Fund's performance if there are unanticipated changes in currency prices to a greater degree than if a Fund had
not entered into such contracts.

         At or before the maturity of a forward contract requiring a Fund to sell a currency, the Fund might sell
a portfolio security and use the sale proceeds to make delivery of the currency. In the alternative a Fund might
retain the security and offset its contractual obligation to deliver the currency by purchasing a second
contract. Under that contract a Fund will obtain, on the same maturity date, the same amount of the currency that
it is obligated to deliver.  Similarly, a Fund might close out a forward contract requiring it to purchase a
specified currency by entering into a second contract entitling it to sell the same amount of the same currency
on the maturity date of the first contract.  The Fund would realize a gain or loss as a result of entering into
such an offsetting forward contract under either circumstance. The gain or loss will depend on the extent to
which the exchange rate or rates between the currencies involved moved between the execution dates of the first
contract and offsetting contract.

         The costs to a Fund of engaging in forward contracts varies with factors such as the currencies
involved, the length of the contract period and the market conditions then prevailing. Because forward contracts
are usually entered into on a principal basis, no brokerage fees or commissions are involved.  Because these
contracts are not traded on an exchange, a Fund must evaluate the credit and performance risk of the counterparty
under each forward contract.

         Although a Fund values its assets daily in terms of U.S. dollars, it does not intend to convert its
holdings of foreign currencies into U.S. dollars on a daily basis.  Funds may convert foreign currency from time
to time, and will incur costs in doing so. Foreign exchange dealers do not charge a fee for conversion, but they
do seek to realize a profit based on the difference between the prices at which they buy and sell various
currencies.  Thus, a dealer might offer to sell a foreign currency to a Fund at one rate, while offering a lesser
rate of exchange if the Fund desires to resell that currency to the dealer.

         |_| Regulatory Aspects of Hedging  Instruments.  When using futures and options on futures,  the Funds are
required to operate within certain  guidelines and  restrictions  with respect to the use of futures as established
by the Commodities  Futures Trading  Commission (the "CFTC").  In particular,  a Fund is exempted from registration
with the CFTC as a "commodity  pool  operator" if the Fund  complies with the  requirements  of Rule 4.5 adopted by
the CFTC.  The Rule does not limit the  percentage  of a Fund's  assets  that may be used for  futures  margin  and
related options premiums for a bona fide hedging position.  However, under the Rule, a Fund must limit its
aggregate initial futures margin and related options premiums to not more than 5% of the Funds' net assets for
hedging strategies that are not considered bona fide hedging strategies under the Rule.

         Transactions in options by a Fund are subject to limitations established by the option exchanges. The
exchanges limit the maximum number of options that may be written or held by a single investor or group of
investors acting in concert. Those limits apply regardless of whether the options were written or purchased on
the same or different exchanges or are held in one or more accounts or through one or more different exchanges or
through one or more brokers.  Thus, the number of options that a Fund may write or hold may be affected by
options written or held by other entities, including other investment companies having the same advisor as that
Fund (or an adviser that is an affiliate of the Funds' advisor).  The exchanges also impose position limits on
futures transactions.  An exchange may order the liquidation of positions found to be in violation of those
limits and may impose certain other sanctions.

         Under the Investment Company Act, when a Fund purchases a future, it must identify as segregated on its
records liquid assets in an amount equal to the market value of the securities underlying the future, less the
margin deposit applicable to it.

         |_| Tax Aspects of Certain Hedging Instruments. Certain foreign currency exchange contracts are treated
as "Section 1256 contracts" under the Internal Revenue Code.  In general, gains or losses relating to Section
1256 contracts are characterized as 60% long-term and 40% short-term capital gains or losses under the Code.
However, foreign currency gains or losses arising from Section 1256 contracts that are forward contracts
generally are treated as ordinary income or loss.  In addition, Section 1256 contracts held by the Funds at the
end of each taxable year are "marked-to-market," and unrealized gains or losses are treated as though they were
realized.  These contracts also may be marked-to-market for other purposes under rules prescribed pursuant to the
Internal Revenue Code.  An election can be made by a Fund to exempt those transactions from this marked-to-market
treatment.

         Certain forward contracts a Fund enters into may result in "straddles" for federal income tax purposes.
The straddle rules may affect the character and timing of gains (or losses) recognized by that Fund on straddle
positions.  Generally, a loss sustained on the disposition of a position making up a straddle is allowed only to
the extent that the loss exceeds any unrecognized gain in the offsetting positions making up the straddle.
Disallowed loss is generally allowed at the point where there is no unrecognized gain in the offsetting positions
making up the straddle, or the offsetting position is disposed of.

         Under the Internal Revenue Code, the following gains or losses are treated as ordinary income or loss:
         (1)      gains or losses attributable to fluctuations in exchange rates that occur between the time a
              Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in
              a foreign currency and the time that Fund actually collects such receivables or pays such
              liabilities, and
(2)      gains or losses attributable to fluctuations in the value of a foreign currency between the date of
              acquisition of a debt security denominated in a foreign currency or foreign currency forward
              contracts and the date of disposition.

         Currency gains and losses are offset against market gains and losses on each trade before determining a
net "Section 988" gain or loss under the Internal Revenue Code for that trade, which may increase or decrease the
amount of a Fund's investment income available for distribution to its shareholders.

         |X|  Temporary Defensive and Interim Investments.  When market conditions are unstable, or the Manager
believes it is otherwise appropriate to reduce holdings in stocks or bonds, the Funds can invest in a variety of
debt securities for defensive purposes. The Funds can also purchase these securities for liquidity purposes to
meet cash needs due to the redemption of Fund shares, or to hold while waiting to reinvest cash received from the
sale of other portfolio securities. The Funds can buy:
|_|      obligations issued or guaranteed by the U. S. government or its instrumentalities or agencies,
|_|      commercial paper (short-term, unsecured, promissory notes of domestic or foreign companies) rated in the
              three top rating categories of a nationally recognized rating organization,


|_|      short-term debt obligations of corporate issuers, rated investment grade (rated at least Baa by Moody's
              or at least BBB by Standard & Poor's or a comparable rating by another rating organization), or
              unrated securities judged by the Manager to have a comparable quality to rated securities in those
              categories,
|_|      certificates of deposit and bankers' acceptances of domestic and foreign banks  having total assets in
              excess of $1 billion, and
|_|      repurchase agreements.
         Short-term debt securities would normally be selected for defensive or cash management purposes because
they can normally be disposed of quickly, are not generally subject to significant fluctuations in principal
value and their value will be less subject to interest rate risk than longer-term debt securities.


         Money  Fund/VA  Investment  Policies.   Under  Rule  2a-7,  Money  Fund/VA  may  purchase  only  "Eligible
Securities," as defined below,  that the Manger,  under procedures  approved by the Trust's Board of Trustees,  has
determined  have minimal  credit risk.  An "Eligible  Security" is (a) a security that has received a rating in one
of  the  two  highest   short-term  rating  categories  by  any  two   "nationally-recognized   statistical  rating
organizations"  as defined in Rule 2a-7 ("Rating  Organizations"),  or, if only one Rating  Organization  has rated
that security,  by that Rating  Organization (the "Rating  Requirements"),  (b) a security that is guaranteed,  and
either that  guarantee or the party  providing  that  guarantee  meets the Rating  Requirements,  or (c) an unrated
security that is either issued by an issuer having  another  similar  security that meets the Rating  Requirements,
or is judged by the Manager to be of comparable  quality to  investments  that meet the Rating  Requirements.  Rule
2a-7  permits  Money  Fund/VA to purchase  "First Tier  Securities,"  which are  Eligible  Securities  rated in the
highest  category for  short-term  debt  obligations by at least two Rating  Organizations,  or, if only one Rating
Organization has rated a particular security, by that Rating Organization, or comparable unrated securities.  The
Fund can also buy "Second Tier Securities," which are Eligible Securities that are not First Tier securities.

         If a security's rating is downgraded, the Manager and/or the Board may have to reassess the security's
credit risk.  If a security has ceased to be a First Tier Security, the Manager will promptly reassess whether
the security continues to present "minimal credit risk."  If the Manager becomes aware that any Rating
Organization has downgraded its rating of a Second Tier Security or rated an unrated security below its second
highest rating category, the Trust's Board of Trustees or the Manager shall promptly reassess whether the
security presents minimal credit risk and whether it is in Money Fund/VA's best interests to dispose of it.

         If Money Fund/VA disposes of the security within five days of the Manager learning of the downgrade, the
Manager will provide the Board with subsequent notice of such downgrade.  If a security is in default, or ceases
to be an Eligible Security, or is determined no longer to present minimal credit risks, the willBoard must
determine if disposal of the security would be in Money Fund/VA's best interests.

         The Rating Organizations currently designated as such by the Securities and Exchange Commission ("SEC")
are Standard & Poor's, Moody's and  Fitch.  See Appendix A to this Statement of Additional Information for a
description of the rating categories of the Rating Organizations.


o        Certificates of Deposit and Commercial Paper.  Money Fund/VA may invest in certificates of deposit of up
              to $100,000 of a domestic bank if such certificates of deposit are fully insured as to principal by
              the Federal Deposit Insurance Corporation.  For purposes of this section, the term "bank" includes
              commercial banks, savings banks, and savings and loan associations and the term "foreign bank"
              includes foreign branches of U.S. banks (issuers of "Eurodollar" instruments), U.S. branches and
              agencies of foreign banks (issuers of "Yankee dollar" instruments) and foreign branches of foreign
              banks.  Money Fund/VA also may purchase obligations issued by other entities if they are: (i)
              guaranteed as to principal and interest by a bank or corporation whose certificates of deposit or
              commercial paper may otherwise be purchased by Money Fund/VA, or (ii) subject to repurchase
              agreements (explained in the prospectus), if the collateral for the agreement complies with Rule
              2a-7.


o        Bank Loan Participation Agreements.  Money Fund/VA may invest in bank loan participation agreements,
              although such investments have not been a principal investment strategy.  They provide the Fund
              with an undivided interest in a loan made by the issuing bank in the proportion the Fund's interest
              bears to the total principal amount of the loan.  In evaluating the risk of these investments, the
              Fund looks to the creditworthiness of the borrower that is obligated to make principal and interest
              payments on the loan.

o        Time Deposits.  Money Fund/VA may invest in fixed time deposits, which are non-negotiable deposits in a
              bank for a specified period of time at a stated interest rate, whether or not subject to withdrawal
              penalties; however, such deposits which are subject to such penalties, other than deposits maturing
              in less than seven days, are subject to the 10% limitation applicable to illiquid securities
              purchased by Money Fund/VA.

o        Floating Rate/Variable Rate Notes.  Money Fund/VA may invest in instruments with floating or variable
              interest rates.  The interest rate on a floating rate obligation is based on a stated prevailing
              market rate, such as a bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate of return on
              commercial paper or bank certificates of deposit, or some other standard, and is adjusted
              automatically each time such market rate is adjusted.  The interest rate on a variable rate
              obligation is also based on a stated prevailing market rate but is adjusted automatically at a
              specified interval of no less than one year.  Some variable rate or floating rate obligations in
              which Money Fund/VA may invest have a demand feature entitling the holder to demand payment at an
              amount approximately equal to the principal amount thereof plus accrued interest at any time, or at
              specified intervals not exceeding one year.  These notes may or may not be backed by bank letters
              of credit. The interest rates on these notes fluctuate from time to time. Generally, the changes in
              the interest rate on such securities reduce the fluctuation in their market value.  As interest
              rates decrease or increase, the potential for capital appreciation or depreciation is less than
              that for fixed-rate obligations of the same maturity.

o        Master Demand Notes.  Master demand notes are corporate obligations that permit the investment of
              fluctuating amounts by Money Fund/VA at varying rates of interest pursuant to direct arrangements
              between Money Fund/VA, as lender, and the corporate borrower that issues the note.  These notes
              permit daily changes in the amounts borrowed.  Money Fund/VA has the right to increase the amount
              under the note at any time up to the full amount provided by the note agreement, or to decrease the
              amount. The borrower may repay up to the full amount of the note at any time without penalty. It is
              not generally contemplated that master demand notes will be traded because they are direct lending
              arrangements between the lender and the borrower.  There is no secondary market for these notes,
              although they are redeemable and thus immediately repayable by the borrower at face value, plus
              accrued interest, at any time.  Accordingly, where these obligations are not secured by letters of
              credit or other credit support arrangements, Money Fund/VA's right to redeem is dependent upon the
              ability of the borrower to pay principal and interest on demand.  In evaluating the master demand
              arrangements, the Manager considers the earning power, cash flow, and other liquidity ratios of the
              issuer. If they are not rated by Rating Organizations, Money Fund/VA may invest in them only if, at
              the time of an investment, they are Eligible Securities.  The Manager will continuously monitor the
              borrower's financial ability to meet all of its obligations because Money Fund/VA's liquidity might
              be impaired if the borrower were unable to pay principal and interest on demand.  There is no limit
              on the amount of the Money Fund/VA's assets that may be invested in floating rate and variable rate
              obligations.  Floating rate or variable rate obligations which do not provide for recovery of
              principal and interest within seven days' notice will be subject to the 10% limitation applicable
              to illiquid securities purchased by Money Fund/VA.

Investment Restrictions

         |X|  What Are "Fundamental Policies?" Fundamental policies are those policies that the Fund has adopted
to govern its investments that can be changed only by the vote of a "majority" of the Fund's outstanding voting
securities.  Under the Investment Company Act, a "majority" vote is defined as the vote of the holders of the
lesser of:

         |_|  67% or more of the shares present or represented by proxy at a shareholder meeting, if the holders
         of more than 50% of the outstanding shares are present or represented by proxy, or
         |_|  more than 50% of the outstanding shares.

         The Funds' investment objectives are fundamental  policies.  Other policies described in the Prospectus or
this Statement of Additional  Information are  "fundamental"  only if they are identified as such. The Funds' Board
of Trustees can change non-fundamental policies without shareholder approval.  However, significant changes to
investment policies will be described in supplements or updates to the Prospectus or this Statement of Additional
Information, as appropriate. The Funds' most significant investment policies are described in the Prospectus.

         |X| Do the Funds Have Additional Fundamental Policies?  The following investment restrictions are
fundamental policies of the Funds.

         |_|  No Fund can buy securities issued or guaranteed by any one issuer if (i) more than 5% of its total
assets would be invested in securities of that issuer or (ii) it would then own more than 10% of that issuer's
voting securities, or (iii) it would then own more than 10% in principal amount of that issuer's outstanding debt
securities.  The restriction on debt securities does not apply to Strategic Bond Fund/VA.  All of the
restrictions apply only to 75% of each Fund's total assets. The limits do not apply to securities issued by the
U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies.

         |_| The Funds cannot make loans except (a) through lending of securities, (b) through the purchase of
debt instruments or similar evidences of indebtedness, (c) through an interfund lending program with other
affiliated funds, and (d) through repurchase agreements.

         |_|  The Funds cannot concentrate investments. That means they cannot invest 25% or more of their total
assets in companies in any one industry.  Obligations of the U.S. government, its agencies and instrumentalities
are not considered to be part of an "industry" for the purposes of this restriction.  This policy does not limit
investments by Money Fund/VA in obligations issued by banks.

         |_|   The Funds cannot buy or sell real estate or interests in real estate. However, the Funds can
purchase debt securities secured by real estate or interests in real estate, or issued by companies, including
real estate investment trusts, which invest in real estate or interests in real estate.

         |_|   The Funds cannot underwrite securities of other companies. A permitted exception is in case a Fund
is deemed to be an underwriter under the Securities Act of 1933 when reselling any securities held in its own
portfolio.

         |_|  The Funds cannot invest in commodities or commodity contracts, other than the hedging instruments
permitted by any of its other fundamental policies. It does not matter whether the hedging instrument is
considered to be a commodity or commodity contract.

         |_|   The Funds cannot issue "senior securities," but this does not prohibit certain investment
activities for which assets of the Funds are designated as segregated, or margin, collateral or escrow
arrangements are established, to cover the related obligations.  Examples of those activities include borrowing
money, reverse repurchase agreements, delayed-delivery and when-issued arrangements for portfolio securities
transactions, and contracts to buy or sell derivatives, hedging instruments, options or futures.

         |_| The Funds cannot borrow money in excess of 33-1/3% of the value of that Fund's total assets.  The
Funds may borrow only from banks and/or affiliated investment companies.  With respect to this fundamental
policy, the Funds can borrow only if they maintain a 300% ratio of assets to borrowings at all times in the
manner set forth in the Investment Company Act of 1940.

         Unless the Prospectus or this Statement of Additional Information states that a percentage restriction
applies on an ongoing basis, it applies only at the time the Fund makes an investment. The Fund need not sell
securities to meet the percentage limits if the value of the investment increases in proportion to the size of
the Fund.


         For purposes of the Funds' policy not to concentrate its investments as described above, Money Fund/VA
and all other Funds have adopted the industry classifications set forth in Appendix B and Appendix C,
respectively, to this Statement of Additional Information.  This is not a fundamental policy.


How the Funds Are Managed

Organization and History.   Each Fund is an investment portfolio, or "series" of Oppenheimer Variable Account
Funds (the "Trust"), a multi-series open-end diversified management investment company organized as a
Massachusetts business trust that presently includes 10 series. Money Fund/VA, Bond Fund/VA and Capital
Appreciation Fund/VA were all organized in 1983, High Income Fund/VA, Aggressive Growth Fund/VA and Multiple
Strategies Fund/VA, were all organized in 1986, Global Securities Fund/VA was organized in 1990, Strategic Bond
Fund/VA was organized in 1993, Main Street(R)Growth & Income Fund/VA was organized in 1995, and Main Street(R)Small
Cap Fund/VA was organized in 1998. Prior to May 1, 2001, Oppenheimer Main Street(R)Small Cap Fund was named
"Oppenheimer Small Cap Growth Fund." The suffix "VA" was added to each Fund's name on May 1, 1999. Prior to that
date, Oppenheimer Capital Appreciation Fund/VA was named "Oppenheimer Growth Fund," and Oppenheimer Main Street(R)
Growth & Income Fund/VA was named "Oppenheimer Growth & Income Fund."  Prior to May 1, 1998, Oppenheimer
Aggressive Growth Fund/VA was named "Oppenheimer Capital Appreciation Fund."  All references to the Fund's Board
of Trustees and Officers refer to the Trustees and Officers, respectively, of Oppenheimer Variable Account Funds.


         |X|  Classes of Shares. The Trustees are authorized, without shareholder approval, to subjectcreate new
series and classes of shares.  The Trustees may reclassify unissued shares of a Fund into additional series or
classes of shares.  The Trustees also may divide or combine the shares of a class into a greater or lesser number
of shares without changing the proportionate beneficial interest of a shareholder in the Fund.  Shares do not
have cumulative voting rights or preemptive or subscription rights.  Shares may be voted by proxy at shareholder
meetings.

         The Funds currently have two classes of shares authorized.  All Funds offer a class of shares with no
name designation. As of December 31, 2001, all Funds except Money Fund/VA, Bond Fund/VA and Multiple Strategies
Fund/VA also offered a service share class, subject to a Distribution and Service Plan.   Multiple Strategies
Fund/VA and Bond Fund/VA are expected to commence doing so during 2002. Each class of shares:


o        has its own dividends and distributions,
o        pays certain expenses which may be different for the different classes,
o        may have a different net asset value,
o        may have separate voting rights on matters in which interests of one class are different from interests
              of another class, and
o        votes as a class on matters that affect that class alone.


         Shares are freely transferable under the terms of the insurance product, and each share of each class
has one vote at shareholder meetings, with fractional shares voting proportionally on matters submitted to the
vote of shareholders.  Each share of a Fund represents an interest proportionately equal to the interest of each
other share of the same class of that Fund.

         |X| Meetings of Shareholders.  The Trust is a Massachusetts business trust, and the Funds are not
required to hold, and do not plan to hold, regular annual meetings of shareholders. The Funds will hold meetings
when required to do so by the Investment Company Act or other applicable law. They will also do so when a
shareholder meeting is called by the Trustees or upon proper request of the shareholders.


         Shareholders have the right, upon the declaration in writing or vote of two-thirds of the outstanding
shares of the Funds, to remove a Trustee.  The Trustees will call a meeting of shareholders to vote on the
removal of a Trustee upon the written request of the record holders of 10% of its outstanding shares.  If the
Trustees receive a request from at least 10 shareholders stating that they wish to communicate with other
shareholders to request a meeting to remove a Trustee, the Trustees will then either make the Funds' shareholder
list available to the applicants or mail their communication to all other shareholders at the applicants'
expense. The shareholders making the request must have been shareholders for at least six months and must hold
shares of the Funds valued at $25,000 or more or constituting at least 1% of the Funds' outstanding shares,
whichever is less. The Trustees may also take other action as permitted by the Investment Company Act.

         |X|  Shareholder and Trustee Liability.  The Trust's Declaration of Trust contains an express disclaimer
of shareholder or Trustee liability obligations.and states that all persons extending credit to, doing business
with, contracting with or having or asserting any claim against the Trust or the Trustees shall look only to the
assets of forits obligations.the appropriate Series for payment, and neither the shareholders nor the Trustees,
nor any of their agents, whether past, present or future, shall be personally liable for the obligations of the
Trust.  The Declaration of Trust also states that Fundany shareholder or former shareholder who is held
personally liable for the obligations of the Trust solely by reason of his being or having been a shareholder
shall be indemnified by the Trust against all losses and expenses arising from such liability.  Upon request, the
Trust shall assume the defense of any such claimmade and satisfy any judgment on the claim.  Massachusetts law
permits a shareholder of a business trust (such as the Trust) to be held personally liable as a "partner" under
certain circumstances. However, the risk that a shareholder will incur any financial loss from being held to be a
"partner" of the Trust is limited to the relatively remote circumstances in which the appropriate Fund would be
unable to meet its obligations.



Board of Trustees

         The Funds are governed by a Board of Trustees, which is responsible for protecting the interests of
shareholders under Massachusetts law. The Trustees meet periodically throughout the year to oversee the Funds'
activities, review its performance, and review the actions of the Manager.

              The Board of Trustees has an Audit Committee and a Review Committee.  The members of the Audit
Committee are Edward L. Cameron (Chairman), C. Howard Kast and F. William Marshall, Jr. The Audit Committee acts
under a charter adopted by the Board of Trustees and performs a number of oversight functions. Among other
functions, the Audit Committee provides the Board with recommendations regarding the selection of each Fund's
independent auditor.  The Audit Committee also reviews the scope and results of audits and the audit fees
charged, reviews reports from each of the Funds' independent audit concerning each of the Fund's internal
accounting procedures and controls.

         The members of the Review Committee are Jon S. Fossel (Chairman), Sam Freedman, William L. Armstrong,
Robert G. Avis and George C. Bowen. The Review Committee acts under a charter adopted by the Board of Trustees
and performs a number of oversight functions. Among other functions, the Review Committee reviews reports and
makes recommendations to the Board concerning the fees paid to the Funds' Transfer Agent and the services
provided to the Funds by the Transfer Agent.  The Review Committee also reviews policies and procedures adopted
by the Funds to comply with the Investment Company Act of 1940 and other applicable law.

Trustees  and  Officers of the Funds.  The Trustees and  officers of the Trust,  their  positions  held,  length of
service in such position(s) and their principal  occupations and business  affiliations  during the past five years
are listed below. Each of the Trustees, except Mr. Murphy, is an "Independent Trustee," (a person who is neither
an "affiliated person" or an "interested person") as defined in the Investment Company Act.  Mr. Murphy is an
"Interested Trustee," because he is affiliated with the Manager by virtue of his positions as an officer and
director of the Manager, and as a shareholder of its parent company. Mr. Murphy was elected as a Trustee with the
understanding that in the event he ceases to be the chief executive officer of the Manager, he will resign as a
Trustee and the other Board II Funds for which he is a trustee or director. The information for the Trustees also
indicates that none own any shares of any of the Funds as well as the aggregate dollar range of shares of Company
Act.the Board II Funds beneficially owned by the Trustee. All information is as of December 31, 2001. All of the
Trustees are also trustees,trustees or directorsor of the following Oppenheimer funds1 (referred to as "Board II
Funds"):



Oppenheimer Cash Reserves                               Oppenheimer Select Managers
Oppenheimer Champion Income Fund                        Oppenheimer Senior Floating Rate Fund
Oppenheimer Capital Income Fund                         Oppenheimer Strategic Income Fund
Oppenheimer High Yield Fund                             Oppenheimer Total Return Fund, Inc.
Oppenheimer International Bond Fund                     Oppenheimer Variable Account Funds
Oppenheimer Integrity Funds                             Panorama Series Fund, Inc.
Oppenheimer Limited-Term Government Fund                Centennial America Fund, L. P.
Oppenheimer Main Street Funds, Inc.                     Centennial California Tax Exempt Trust
Oppenheimer Main Street Opportunity Fund                Centennial Government Trust
Oppenheimer Main Street Small Cap Fund                  Centennial Money Market Trust
Oppenheimer Municipal Fund                              Centennial New York Tax Exempt Trust
Oppenheimer Real Asset Fund                             Centennial Tax Exempt Trust

      Zack,Messrs.  Murphy,  Swain,  Molleur,  Wixted and Zack,  Mses.  Feld and Ives,  and the Portfolio  Managers
identified  below who are officers of the Trust,  respectively  hold the same offices with one or more of the other
Board II Funds. As of March 31, 2001, the Trustees and officers of the Funds as a group owned of record or
beneficially less than 1% of either class of shares of any of the Funds. In addition, each Independent Trustee,
and his family
members, do not own securities of either the Manager or Distributor of the Board II Funds or any person directly
or indirectly controlling, controlled by or under common control with the Manager or Distributor.

         Mr. Swain has reported that he sold a residential property to Mr. Freedman on October 23, 2001 for $1.2
million.  An independent appraisal of the property supported the sale price.



Independent Trustees and Officer

- --------------------------- ----------------------------------------------------------- -------------- ----------------
                                                                                                          Aggregate
                                                                                                        Dollar Range
Name, Address, 1  Age,                                                                  Dollar Range      of Shares
Position(s) Held with       Principal Occupation(s) During Past 5 Years / Other           of Shares     Owned in any
Fund and Length of Time     Trusteeships Held by Trustee / Number of Portfolios in      Owned in the    of the Board
Served2                     Fund Complex Overseen by Trustee                                Funds         II Funds
- --------------------------- ----------------------------------------------------------- -------------- ----------------
- --------------------------- ----------------------------------------------------------- -------------- ----------------
James C. Swain, Chairman,   Formerly (until January 2, 2002) Vice Chairman of the            $0         Over $100,000
Chief Executive Officer     Manager and (until 1997) President and a director of
and Trustee, since 1984     Centennial Asset Management Corporation, an investment
Age: 68                     advisory subsidiary of the Manager. Director/trustee of
                            41 investment companies in the OppenheimerFunds complex.
- --------------------------- ----------------------------------------------------------- -------------- ----------------









- --------------------------- ----------------------------------------------------------- -------------- ----------------
William L. Armstrong,       Chairman of the following private mortgage banking               $0           $50,001-
Trustee since 1999          companies: Cherry Creek Mortgage Company (since 1991),
Age: 65                     Centennial State Mortgage Company (since 1994), The El
                            Paso Mortgage Company (since 1993), Transland Financial
                            Services, Inc. (since 1997); Chairman of the following
                            private companies: Great Frontier Insurance (insurance
                            agency) (since 1995) and Ambassador Media Corporation
                            (since 1984); Director of the following public companies:
                            Storage Technology Corporation (computer equipment
                            company) (since 1991), Helmerich & Payne, Inc. (oil and
                            gas drilling/production company) (since 1992),
                            UNUMProvident (insurance company) (since 1991); formerly                      $100,000
                            Director of International Family Entertainment
                            (television channel) (1992 - 1997) and Natec Resources,
                            Inc. (air pollution control equipment and services
                            company) (1991-1995), Frontier Real Estate, Inc.
                            (residential real estate brokerage) (1994-1999), and
                            Frontier Title (title insurance agency) (1995-June 1999);
                            formerly U.S. Senator (January 1979-January 1991).
                            Director/ trustee of 40 investment companies in the
                            OppenheimerFunds complex.
- --------------------------- ----------------------------------------------------------- -------------- ----------------







- --------------------------- ----------------------------------------------------------- -------------- ----------------
Robert G. Avis, Trustee     Formerly (until February 2001), Director and President of
since 1993                  A.G. Edwards Capital, Inc. (General Partner of private
Age: 70                     equity funds); formerly (until March 2000), Chairman,
                            President and Chief Executive Officer of A.G. Edwards
                            Capital, Inc.; formerly (until March 1999), Vice Chairman
                            and Director of A.G. Edwards, Inc. and Vice Chairman of
                            A.G. Edwards & Sons, Inc. (its brokerage company                 $0         $1 - $10,000
                            subsidiary); (until March 1999), Chairman of A.G. Edwards
                            Trust Company and A.G.E. Asset Management (investment
                            advisor); (until March 2000), a Director of A.G. Edwards
                            & Sons and A.G. Edwards Trust Company. Director/trustee
                            of 41 investment companies in the OppenheimerFunds
                            complex.
- --------------------------- ----------------------------------------------------------- -------------- ----------------













- --------------------------- ----------------------------------------------------------- -------------- ----------------
George C. Bowen, Trustee    Formerly (until April 1999) Mr. Bowen held the following
since 1999                  positions: Senior Vice President (from September 1987)
Age: 65                     and Treasurer (from March 1985) of the Manager; Vice
                            President (from June 1983) and Treasurer (since March
                            1985) of OppenheimerFunds Distributor, Inc., a subsidiary
                            of the Manager; Senior Vice President (since February
                            1992), Treasurer (since July 1991) Assistant Secretary
                            and a director (since December 1991) of Centennial Asset
                            Management Corporation; Vice President (since October
                            1989) and Treasurer (since April 1986) of HarbourView
                            Asset Management Corporation, an investment advisory
                            subsidiary of the Manager; President, Treasurer and a
                            director of Centennial Capital Corporation (since June
                            1989), a prior investment advisory subsidiary of the
                            Manager; Vice President and Treasurer (since August 1978)
                            and Secretary (since April 1981) of Shareholder Services,        $0         Over $100,000
                            Inc., and Vice President, Treasurer and Secretary of
                            Shareholder Financial Services, Inc. (since November
                            1989), both are transfer agent subsidiaries of the
                            Manager; Assistant Treasurer of Oppenheimer Acquisition
                            Corp. (since March 1998), the Manager's parent holding
                            company; Treasurer of Oppenheimer Partnership Holdings,
                            Inc. (since November 1989), a holding company subsidiary
                            of the Manager; Vice President and Treasurer of
                            Oppenheimer Real Asset Management, Inc. (since July
                            1996), an investment advisory subsidiary of the Manager;
                            Treasurer of OppenheimerFunds International Ltd. and
                            Oppenheimer Millennium Funds plc (since October 1997),
                            offshore fund management subsidiaries of the Manager.
                            Director/trustee of 36 investment companies in the
                            OppenheimerFunds complex.
- --------------------------- ----------------------------------------------------------- -------------- ----------------

- --------------------------- ----------------------------------------------------------- -------------- ----------------
Edward L. Cameron,          Formerly (from 1974-1999) a partner with
Trustee since 1999          PricewaterhouseCoopers LLP (an accounting firm) and
Age: 63                     Chairman, Price Waterhouse LLP Global Investment
                            Management Industry Services Group (from 1994-1998).             $0         Over $100,000
                            Director/trustee of 36 investment companies in the
                            OppenheimerFunds complex.
- --------------------------- ----------------------------------------------------------- -------------- ----------------


- --------------------------- ----------------------------------------------------------- -------------- ----------------
Jon S. Fossel,              Formerly (until October 1995), Mr. Fossel held the
Trustee since 1990          following positions: Chairman and a director of the
Age: 60                     Manager, President and a director of Oppenheimer
                            Acquisition Corp., Shareholder Services, Inc. and                $0         Over $100,000
                            Shareholder Financial Services, Inc. Director/trustee of
                            40 investment companies in the OppenheimerFunds complex.
- --------------------------- ----------------------------------------------------------- -------------- ----------------


- --------------------------- ----------------------------------------------------------- -------------- ----------------
Sam Freedman,               Formerly (until October 1994) Mr. Freedman held the
Trustee since 1996          following positions: Chairman and Chief Executive Officer
Age: 61                     of OppenheimerFunds Services; Chairman, Chief Executive
                            Officer and a director of Shareholder Services, Inc.,
                            Chairman, Chief Executive Officer and director of                $0         Over $100,000
                            Shareholder Financial Services, Inc., Vice President and
                            director of Oppenheimer Acquisition Corp. and a director
                            of OppenheimerFunds, Inc. Director/trustee of 41
                            investment companies in the OppenheimerFunds complex.
- --------------------------- ----------------------------------------------------------- -------------- ----------------
- --------------------------- ----------------------------------------------------------- -------------- ----------------
C. Howard Kast,             Formerly Managing Partner of Deloitte, Haskins & Sells
Trustee since 1987          (an accounting firm). Director/trustee of 41 investment          $0         Over $100,000
Age: 80                     companies in the OppenheimerFunds complex.
- --------------------------- ----------------------------------------------------------- -------------- ----------------
- --------------------------- ----------------------------------------------------------- -------------- ----------------
Robert M. Kirchner,         President of The Kirchner Company (management
Trustee since 1984          consultants). Director/trustee of 41 investment companies        $0         Over $100,000
Age: 80                     in the OppenheimerFunds complex.
- --------------------------- ----------------------------------------------------------- -------------- ----------------
- --------------------------- ----------------------------------------------------------- -------------- ----------------
F. William Marshall, Jr.,   Trustee (since 1996) of MassMutual Institutional Funds
Trustee since 2000          and of MML Series Investment Fund (open-end investment
Age: 59                     companies). Formerly (until 1999) Chairman of SIS
                            Family Bank, F.S.B. (formerly SIS Bank); President, Chief
                            Executive Officer and Director of SIS Bankcorp., Inc. and
                            SIS Bank (formerly Springfield Institution for Savings)
                            (1993-1999); Executive Vice President (until 1999) of            $0         Over $100,000
                            Peoples Heritage Financial Group, Inc.; Chairman and
                            Chief Executive Office of Bank of Ireland First Holdings,
                            Inc. and First New Hampshire Banks (1990-1993).
                            Director/trustee of 36 investment companies in the
                            OppenheimerFunds complex.
- --------------------------- ----------------------------------------------------------- -------------- ----------------0



Interested Trustee and Officer

- -------------------------- ------------------------------------------------------------- ------------- ----------------
Name, Address,3 Age,       Principal Occupation(s) During Past 5 Years / Other              Dollar        Aggregate
                                                                                                        Dollar Range
                                                                                                          of Shares
                                                                                           Range of     Owned in any
Position(s) Held with                                                                       Shares         of the
Fund and Length of Time    Trusteeships Held by Trustee / Number of Portfolios in Fund     Owned in      Oppenheimer
Served4                    Complex Overseen by Trustee                                    the Funds    Funds5
- -------------------------- ------------------------------------------------------------- ------------- ----------------
- -------------------------- ------------------------------------------------------------- ------------- ----------------
John V. Murphy,            Chairman, Chief Executive Officer and director (since June
President and Trustee      2001) and President (since September 2000) of the Manager;
Trustee since October      President and a trustee of other Oppenheimer funds;                $0        Over $100,000
2001                       President and a director (since July 2001) of Oppenheimer
Age: 52                    Acquisition Corp. and of Oppenheimer Partnership Holdings,
                           Inc.; a director (since November 2001) of OppenheimerFunds
                           Distributor, Inc.; Chairman and a director (since July
                           2001) of Shareholder Services, Inc. and of Shareholder
                           Financial Services, Inc.; President and a director (since
                           July 2001) of OppenheimerFunds Legacy Program, a charitable
                           trust program established by the Manager; a director of the
                           following investment advisory subsidiaries of OFI: OAM
                           Institutional, Inc. and Centennial Asset Management
                           Corporation (since November 2001), HarbourView Asset
                           Management Corporation and OFI Private Investments, Inc.
                           (since July 2002); President (since November 1, 2001) and a
                           director (since July 2001) of Oppenheimer Real Asset
                           Management, Inc.; a director (since November 2001) of
                           Trinity Investment Management Corp. and Tremont Advisers,
                           Inc., investment advisory affiliates of the Manager;
                           Executive Vice President (since February 1997) of
                           Massachusetts Mutual Life Insurance Company, the Manager's
                           parent company; a director (since June 1995) of DBL
                           Acquisition Corporation; formerly, Chief Operating Officer
                           (from September 2000 to June 2001) of the Manager;
                           President and trustee (from November 1999 to November 2001)
                           of MML Series Investment Fund and MassMutual Institutional
                           Funds, open-end investment companies; a director (from
                           September 1999 to August 2000) of C.M. Life Insurance
                           Company; President, Chief Executive Officer and director
                           (from September 1999 to August 2000) of MML Bay State Life
                           Insurance Company; a director (from June 1989 to June 1998)
                           of Emerald Isle Bancorp and Hibernia Savings Bank,
                           wholly-owned subsidiary of Emerald Isle Bancorp.
                           Director/trustee of 63 investment companies in the
                           OppenheimerFunds complex.
- -------------------------- ------------------------------------------------------------- ------------- ----------------


Officers of the Fund

- ----------------------------------------------- -----------------------------------------------------------------------
Name, Address,6 Age, Position(s) Held with      Principal Occupation(s) During Past 5 Years
Fund and Length of Time Served7
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Charles Albers, Vice President and Portfolio    Senior Vice President (since April 1998) of the Manager; a Certified
Manager (since 1998)                            Financial Analyst; an officer and portfolio manager of other
Age: 61                                         Oppenheimer funds; formerly a Vice President and portfolio manager
                                                for Guardian Investors Services,  the investment management
                                                subsidiary of The Guardian Life Insurance Company (1972 - April 1998).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Bruce Bartlett, Vice President and Portfolio    Senior Vice President (since January 1999) of the Manager; an officer
Manager (since 1999)                            and portfolio manager of other Oppenheimer funds. Prior to joining
Age: 52.                                        the Manager in April, 1995, he was a Vice President and Senior
                                                Portfolio Manager at First of America Investment Corp. (September
                                                1986 - April 1995).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
George Evans, Vice President and Portfolio      Vice  President of the Manager (since October 1993) and of HarbourView
Manager (since 1993)                            Asset  Management  Corporation  (since  July  1994);  an  officer  and
Age: 42.                                        portfolio manager of other Oppenheimer funds.
- ----------------------------------------------- -----------------------------------------------------------------------

- ----------------------------------------------- -----------------------------------------------------------------------
Michael S. Levine, Vice President and           Vice  President  (since  June 1998) of the  Manager;  an  officer  and
Portfolio Manager (since 1998)
Age: 36.                                        portfolio manager of other Oppenheimer funds;  formerly Assistant Vice
                                                President  and  Portfolio  Manager of the  Manager  (April 1996 - June
                                                1998);  prior to joining the Manager in June 1994,  he was a portfolio
                                                manager and research  associate for Amas  Securities,  Inc.  (February
                                                1990 - February 1994).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Angelo Manioudakis, Vice President and          Senior Vice President of the Manager (since April 2002); an officer
Portfolio Manager (since 2002)                  and portfolio manager of other Oppenheimer funds; formerly Executive
Age: 35.                                        Director and portfolio manager for Miller, Anderson & Sherrerd, a
                                                division of Morgan Stanley Investment Management (August 1993-April
                                                2002).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Nikolaos D. Monoyios, Vice President and        Vice  President  of the Manager  (since  April  1998);  an officer and
Portfolio Manager (since 1998)
Age: 52.                                        portfolio  manager of other Oppenheimer  funds; a Certified  Financial
                                                Analyst;  formerly a Vice President and portfolio manager for Guardian
                                                Investor  Services,   the  investment  management  subsidiary  of  The
                                                Guardian Life Insurance Company (1979 - March 1998).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
David P. Negri, Vice President and Portfolio
Manager (since 1998)                            Senior  Vice  President  of  the  Manager  (since  May  1998)  and  of
Age: 47.                                        HarbourView  Asset  Management  Corporation  (since  April  1999);  an
                                                officer and portfolio  manager of other  Oppenheimer  funds;  formerly
                                                Vice President of the Manager (July 1988 - May 1998).
- ----------------------------------------------- -----------------------------------------------------------------------


- ----------------------------------------------- -----------------------------------------------------------------------
Jane Putnam, Vice President and Portfolio
Manager (since 1995)                            Vice President of the Manager  (since  October 1995);  and officer and
Age: 41.                                        portfolio  manager of another  Oppenheimer  fund;  before  joining the
                                                Manager in May 1994, she was a portfolio  manager and equity  research
                                                analyst for Chemical Bank (June 1989 - May 1994).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Thomas P. Reedy, Vice President and Portfolio
Manager (since 1993)                            Vice  President  of the Manager  (since June 1993) and of  HarbourView
Age: 40.                                        Asset  Management  Corporation  (since  April  1999);  an officer  and
                                                portfolio manager of other Oppenheimer funds.
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Richard H. Rubinstein, Vice President and
Portfolio Manager (since 1995)                  Senior Vice President (since October 1995) of the Manager;  an officer
Age: 53.                                        and portfolio  manager of another  Oppenheimer  fund;  formerly a Vice
                                                President of the Manager (June 1990 - October 1995).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Arthur P. Steinmetz, Vice President and
Portfolio Manager (since 1993)                  Senior  Vice  President  of the  Manager  (since  March  1993)  and of
Age: 43.                                        HarbourView  Asset  Management  Corporation  (since  March  2000);  an
                                                officer and portfolio manager of other Oppenheimer funds.
- ----------------------------------------------- -----------------------------------------------------------------------



- ----------------------------------------------- -----------------------------------------------------------------------
Susan Switzer, Vice President and Portfolio
Manager (since 2000)                            Vice President of the Manager (since  December  2000);  Assistant Vice
Age: 35.                                        President of the Manager  (December  1997 - December  2000).  Prior to
                                                joining the Manager,  she was a portfolio  manager at Neuberger Berman
                                                (November 1994 - November 1997).
- ----------------------------------------------- -----------------------------------------------------------------------






- ----------------------------------------------- -----------------------------------------------------------------------
James F. Turner, II, Vice President and         Vice President and Portfolio  Manager of the Manager since March 2001;
Portfolio Manager
Age: 35.                                        formerly  portfolio  manager for  Technology  Crossover  Ventures (May
                                                2000 - March 2001);  Assistant Vice President and Associate  Portfolio
                                                Manager of the Manager  (August 1999 - May 2000);  securities  analyst
                                                for  the  Manager  (October  1996 -  August  1999);  and a  securities
                                                analyst with First of America  Investment  Company (May 1994 - October
                                                1996).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Barry D. Weiss, Vice President and Portfolio    Vice  President  of the  Manager  (since  July  2001);  an officer and
Manager (since 2001)
Age: 37.                                        portfolio manager of other Oppenheimer funds;  formerly Assistant Vice
                                                President  and  Senior  Credit   Analyst  of  the  Manager   (February
                                                2000-June  2001).  Prior to joining the Manager in February  2000,  he
                                                was Associate  Director,  Structured  Finance,  Fitch IBCA Inc. (April
                                                1998  -  February  2000);  News  Director,   Fitch  Investors  Service
                                                (September 1996 - April 1998); and Senior Budget Analyst,  City of New
                                                York, Office of Management & Budget (February 1990 - September 1996).
- ----------------------------------------------- -----------------------------------------------------------------------


- ----------------------------------------------- -----------------------------------------------------------------------
William L. Wilby, Vice President and            Senior  Vice  President  of  the  Manager  (since  July  1994)  and of
Portfolio Manager (since 1994)
Age: 57.                                        HarbourView  Asset  Management  Corporation  (since May 1999);  Senior
                                                Investment  Officer,  Director of  International  Equities  (since May
                                                2000) of the  Manager;  an officer  and  portfolio  manager of another
                                                Oppenheimer  fund;  formerly  Vice  President of the Manager  (October
                                                1991-  July  1994) and of  HarbourView  Asset  Management  Corporation
                                                (June 1992 - May 1999).
- ----------------------------------------------- -----------------------------------------------------------------------

- ----------------------------------------------- -----------------------------------------------------------------------
Carol E. Wolf, Vice President and Portfolio     Senior Vice President (since June 2000) of the Manager; an officer
Manager (since 2000)                            and portfolio manager of other Oppenheimer funds; formerly Vice
Age: 50.                                        President of the Manager (June 1990 - June 2000).
- ----------------------------------------------- -----------------------------------------------------------------------






- ----------------------------------------------- -----------------------------------------------------------------------
Mark Zavanelli, Vice President and Portfolio
Manager (since 2000)                            Vice  President  (since  November  2000) of the  Manager;  a Chartered
Age: 31.                                        Financial   Analyst;   an  officer  and  portfolio  manager  of  other
                                                Oppenheimer  funds.  Prior to joining  the  Manager in May 1998 he was
                                                President of Waterside  Capital  Management,  a registered  investment
                                                advisor  (August 1995 - April 1998) and a financial  research  analyst
                                                for Elder Research (June 1997 - April 1998).
- ----------------------------------------------- -----------------------------------------------------------------------










- ----------------------------------------------- -----------------------------------------------------------------------
Brian W. Wixted, Treasurer, Principal           Senior Vice President and Treasurer (since March 1999) of the
Financial and Accounting Officer (since April   Manager; Treasurer (since March 1999) of HarbourView Asset Management
1999)                                           Corporation, Shareholder Services, Inc., Oppenheimer Real Asset
Age: 42                                         Management Corporation, Shareholder Financial Services, Inc.,
                                                Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc.
                                                (since March 2000), OppenheimerFunds International Ltd. and
                                                Oppenheimer Millennium Funds plc (since May 2000), offshore fund
                                                management subsidiaries of the Manager, and OAM Institutional, Inc.
                                                (since November 2000), an investment advisory subsidiary of the
                                                Manager; Treasurer and Chief Financial Officer (since May 2000) of
                                                Oppenheimer Trust Company, a trust company subsidiary of the Manager;
                                                Assistant Treasurer (since March 1999) of Oppenheimer Acquisition
                                                Corp. and OppenheimerFunds Legacy Program (since April 2000); an
                                                officer of other Oppenheimer funds; formerly Principal and Chief
                                                Operating Officer, Bankers Trust Company - Mutual Fund Services
                                                Division (March 1995 - March 1999).
- ----------------------------------------------- -----------------------------------------------------------------------




- ----------------------------------------------- -----------------------------------------------------------------------
Robert G. Zack,                                 Senior Vice President (since May 1985) and General Counsel (since
Vice President and Secretary (since November    February 2002) of the Manager; Assistant Secretary of Shareholder
1, 2001)                                        Services, Inc. (since May 1985), Shareholder Financial Services, Inc.
Age: 53                                         (since November 1989); OppenheimerFunds International Ltd. And
                                                Oppenheimer Millennium Funds plc (since October 1997); an officer of
                                                other Oppenheimer funds; formerly, Acting General Counsel (November
                                                2001 - February 2002) and Associate General Counsel (1984 - October
                                                2001).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Denis R. Molleur, Assistant Secretary (since    Vice  President and Senior  Counsel of the Manager  (since July 1999);
November 1, 2001)                               an officer of other Oppenheimer  funds;  formerly a Vice President and
Age: 44                                         Associate Counsel of the Manager (September 1995 - July 1999).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Katherine P. Feld, Assistant Secretary (since   Vice  President and Senior  Counsel of the Manager  (since July 1999);
November 1, 2001)                               an officer of other Oppenheimer  funds;  formerly a Vice President and
Age: 43                                         Associate Counsel of the Manager (June 1990 - July 1999).
- ----------------------------------------------- -----------------------------------------------------------------------
- ----------------------------------------------- -----------------------------------------------------------------------
Kathleen T. Ives, Assistant Secretary (since    Vice  President  and  Assistant  Counsel of the  Manager  (since  June
November 1, 2001)                               1998); an officer of other  Oppenheimer  funds;  formerly an Assistant
Age: 36                                         Vice  President  and Assistant  Counsel of the Manager  (August 1997 -
                                                June 1998); and Assistant  Counsel of the Manager (August  1994-August
                                                1997).
- ----------------------------------------------- -----------------------------------------------------------------------





|X|      Remuneration  of  Trustees.  The  officers  of the  Funds and one  Trustee  of the Fund  (Mr.  Murphy)  is
affiliated  with the  Manager  and  receive no salary or fee from the Funds.  The  remaining  Trustees of the Funds
received the compensation  shown below.  The  compensation  from the Funds were paid during their fiscal year ended
December 31, 2001. The  compensation  from all of the  Denver-based  Oppenheimer  funds  includes the  compensation
from the Funds and represents compensation received as a director,  trustee,  managing general partner or member of
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
                                                                      |X|       affiliated with the Manager until
January 2, 2002.                                                 Aggregate Compensation             Total Compensation from all
                                                                 From Fund                           Board II Funds1 (41 Funds)

Trustee/Director
Name and Other Positions
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
William Armstrong                                                             $12,266                         $78,865
     Review Committee Member
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
Robert G. Avis                                                                $12,354                         $79,452
     Review Committee Member
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
Bill Baker                                                                    $9,331                          $60,000
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
George C. Bowen                                                               $11,809                         $75,936
     Review Committee Member
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
Edward L. Cameron                                                             $11,784                         $75,794
     Audit Committee Chairman
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
Jon S. Fossel                                                                 $13,091                         $84,177
     Review Committee Chairman
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
Sam Freedman                                                                  $12,970                         $83,402
     Review Committee Member
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
Ray Kalinowski2                                                               $3,251                          $16,468

- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
C. Howard Kast                                                                $13,601                         $87,452
     Audit Committee Member
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
Robert M. Kirchner                                                            $12,354                         $79,452
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
F. William Marshall, Jr.                                                      $10,874                         $69,922
     Audit Committee Member
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
- ---------------------------------------------------------------- ---------------------------------- -----------------------------
Ned Steel                                                                     $9,331                          $60,000
- ---------------------------------------------------------------- ---------------------------------- -----------------------------


Effective July 1, 2000 and April 5, 2001,  respectively,  Ned M. Steel and Raymond Kalinowski  resigned as Trustees
of the Fund.  Mr. Steel  subsequently  became  Trustee  Emeritus of the Fund. For the year ended December 31, 2001,
Mr. Steel received $9,331 and $3,251 aggregate  compensation from the Fund,  respectively,  and $60,000 and $16,468
total compensation from all Board II funds respectively.
For the 20002001 calendar year.
2.       Resigned effective April 24, 2001.

|X|      Deferred Compensation Plan. The Board of Trustees has adopted a Deferred Compensation Plan for
disinterested Trustees that enables them to elect to defer receipt of all or a portion of the annual fees they
are entitled to receive from the Funds.  Under the plan, the compensation deferred by a Trustee is periodically
adjusted as though an equivalent amount had been invested in shares of one or more Oppenheimer funds selected by
the Trustee.  The amount paid to the Trustee under the plan will be determined based upon the performance of the
selected funds.

      Deferral of Trustee's fees under the plan will not materially affect the Funds' assets, liabilities and net
income per share.  The plan will not obligate the fund to retain the services of any Trustee or to pay any
particular level of compensation to any Trustee. Pursuant to an Order issued by the Securities and Exchange
Commission, the Funds may invest in the funds selected by the Trustee under the plan without shareholder approval
for the limited purpose of determining the value of the Trustee's deferred fee account.

       |X|   Major Shareholders.  As of March 31, 2002, the only entities owning of record or known by the
management of the Trust to be beneficial owners of 5% or more of the outstanding shares of any Fund were the
following insurance companies and their respective affilaites: (i) Monarch Life Insurance Company ("Monarch"),
Springfield MA; (ii) GE Life & Annuity Assurance Company ("GE"), Richmond, VA; (iii) Nationwide Life Insurance
Company ("Nationwide"), Columbus, OH; (iv) Aetna Life Insurance and Annuity Company ("Aetna"), Hartford, CT; (v)
Massachusetts Mutual Life Insurance Company ("MassMutual"), Springfield, MA; (vi) Jefferson-Pilot Life Insurance
Company, and Alexander Hamilton Life Insurance Company of America (collectively, "Jefferson-Pilot"), Concord, NH;
(vii) CUNA Mutual Group ("CUNA"), Madison, WI; (viii) American General Annuity Insurance Company ("American
General"), Houston, TX; (ix) Protective Life Insurance Company ("Protective"), Birmingham, AL; (x) Allstate Life
Insurance Company and Glenbrook Life and Annuity Company (collectively, "Allstate"), Northbrook, IL; (xi)
Columbus Life Insurance Company ("Columbus"), Cincinnati, OH; and (xii) Pruco Insurance Company ("Pruco"),
Newark, NJ; (xii) John Hancock Life Insurance Company, Boston, MA ("John Hancock); (xiii) Lincoln National Life
Insurance Company ("Lincoln Benefit"); (xiv) Transamerica Life Insurance Company, Cedar Rapids, IO
("Transamerica"); and (xv) Travelers Insurance Company, Hartford, CT ("Travelers"). Such shares were held as shown
in Appendix C.

The Manager.  The Manager is wholly-owned by Oppenheimer Acquisition Corp., a holding company controlled by
Massachusetts Mutual Life Insurance Company.


         |X| Code of Ethics.  The Fund, the Manager and the Distributor have a Code of Ethics. It is designed to
detect and prevent improper personal trading by certain employees, including portfolio managers, that would
compete with or take advantage of the Fund's portfolio transactions. Covered persons include persons with
knowledge of the investments and investment intentions of the Fund and other funds advised by the Manager.  The
Code of Ethics does permit personnel subject to the Code to invest in securities, including securities that may
be purchased or held by the Fund, subject to a number of restrictions and controls. Compliance with the Code of
Ethics is carefully monitored and enforced by the Manager.

         The Code of Ethics is an exhibit to the Fund's registration statement filed with the Securities and
Exchange Commission and can be reviewed and copied at the SEC's Public Reference Room in Washington, D.C.  You
can obtain information about the hours of operation of the Public Reference Room by calling the SEC at
1-202-942-8090. The Code of Ethics can also be viewed as part of the Fund's registration statement on the SEC's
EDGAR database at the SEC's Internet web site at http://www.sec.gov. Copies may be obtained, after paying a
duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov or by writing to the
SEC's Public Reference Section, Washington, D.C. 20549-0102.

      |X| The Investment  Advisory  Agreements.  The Manager provides  investment  advisory and management services
to each Fund under an investment  advisory  agreement  between the Manager and the Trust for each Fund. The Manager
selects  securities for the Funds'  portfolios and handles their  day-to-day  business.  The portfolio  managers of
the Funds are employed by the Manager and are the persons who are principally responsible for the day-to-day
management of the Funds' portfolios. Other members of the Manager's Teams provide the portfolio managers with
counsel and support in managing the Funds' portfolios.  For Global Securities Fund/VA, this includes George Evans
and Frank Jennings.  Similarly, other members of the Manager's Fixed Income Portfolio Department, particularly
portfolio analysts, traders and other portfolio managers having broad experience with domestic and international
government and fixed-income securities, provide the portfolio managers of the High Income Fund/VA, Bond Fund/VA
and Strategic Bond Fund/VA with support in managing the portfolios of those Funds.

      The agreements require the Manager, at its expense, to provide the Funds with adequate office space,
facilities and equipment.  It also requires the Manager to provide and supervise the activities of all
administrative and clerical personnel required to provide effective administration for the Funds. Those
responsibilities include the compilation and maintenance of records with respect to operations, the preparation
and filing of specified reports, and composition of proxy materials and registration statements for continuous
public sale of shares of the Funds.

      The Funds pay expenses not expressly assumed by the Manager under the agreements, or by the Distributor
under the General Distributor's Agreements for Service shares.  The advisory agreement lists examples of expenses
paid by the Funds.  The major categories relate to interest, taxes, brokerage commissions, fees to certain
Trustees, legal and audit expenses, custodian and transfer agent expenses, share issuance costs, certain printing
and registration costs and non-recurring expenses, including litigation costs.  The management fees paid by the
Funds to the Manager are calculated at the rates described in the Prospectus, which are applied to the assets of
each Fund as a whole.  Prior to May 1, 1999, the advisory agreement for Aggressive Growth
Fund/VA did not include a breakpoint above $800 million.  Whenever more than one class of shares is issued, the
fees are allocated to each class of shares based upon the relative proportion of a Fund's net assets represented
by that class.

      The Agreements contain no expense limitation. However, the Manager has undertaken to voluntarily reduce the
management fee of Oppenheimer Strategic Bond Fund/VA, commencing January 1, 2002, if the relative performance of
that Fund is at or below the following criteria.  If the trailing 12-month performance of Oppenheimer Strategic
Bond Fund/VA at the end of any calendar quarter is ranked by Lipper, Inc. ("Lipper") in the fifth quintile of the
Lipper peer group for that Fund (funds dedicated to variable insurance products in Lipper's general bond funds
category), the Manager undertakes to reduce the management fee for that Fund by 0.10%, and for each quarter
thereafter until its performance improves, and if Oppenheimer Strategic Bond Fund/VA is ranked by Lipper in the
fourth quintile of that peer group, the Manager undertakes to reduce the management fee by 0.05% for the
following fiscal quarter and for each quarter thereafter until its performance improves. This management fee
waiver is voluntary and may be terminated by the Manager at any time, without advance notice. If the Fund's
performance is ranked in the third quintile, the full management fee is charged.  If the performance again
declines, the same waiver applies again.







- -------------------------------------------------------------------------------------------------------------
                           Management Fees for the Fiscal Year Ended December 31:
- -------------------------------------------------------------------------------------------------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
                 Fund:                           1999                   2000                   2001
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
Money Fund/VA                            $   749,665            $   920,505            $ 1,294,520
$   445,899         $   601,698    $
619,030
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
High Income Fund/VA                      $2,511,521             $  2,436,299           $ 2,563,318
$1,177,754          $1,667,490
$2,383,008
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
Bond Fund/VA                             $4,539,138             $  4,030.064           $ 4,571,739
$2,188,350          $3,281,556
$4,218,231
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
Aggressive Growth Fund/VA                $8,700,904             $18,407,015            $12,164,540
$3,382,840          $5,324,309
$6,564,650
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
Capital Appreciation Fund/VA             $6,845,473             $12,361,613            $12,843,798
$1,139,2551         $2,859,202
$4,369,487
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
Multiple Strategies Fund/VA              $4,271,966             $  4,090,208           $  4,312,500
$3,132,569          $4,068,887
$4,584,184
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
Global Securities Fund/VA                $8,336,850             $13,531,073            $12,404,364
$3,395,740          $5,615,606
$7,167,836
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
Strategic Bond Fund/VA             $     $2,066,323             $2,147,021             $  2,440,218
618,338  $1,197,613 $1,860,227
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
Main Street Growth
& Income Fund/VA                         $2,864,220             $5,651,580             $7,073,905
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- ---------------------------------------- ---------------------- ---------------------- ----------------------
Main Street Small Cap Fund/VA
    N/A                                  $20,414(1)             $94,162                $114,814
$    N/A
$       2,219 2
- ---------------------------------------- ---------------------- ---------------------- ----------------------
- --------------------
 (1) The Manager voluntarily reimbursed certain expenses other than management fees during the periods shown.


      The investment advisory agreements state that in the absence of willful misfeasance, bad faith, gross
negligence in the performance of its duties or reckless disregard of its obligations and duties under the
investment advisory agreement, the Manager is not liable for any loss resulting from a good faith error or
omission on its part with respect to any of its duties under the agreement.

      The agreements permit the Manager to act as investment advisor for any other person, firm or corporation
and to use the name "Oppenheimer" in connection with other investment companies for which it may act as
investment adviser or general distributor. If the Manager shall no longer act as investment advisor to a Fund,
the Manager may withdraw the right of that Fund to use the name "Oppenheimer" as part of its name.


|X|       Annual Approval of Investment Advisory Agreement. Each year, the Board of Trustees, including a
majority of the Independent Trustees, is required to approve the renewal of the investment advisory agreement for
each Fund. The Investment Company Act requires that the Board request and evaluate and the Manager provide such
information as may be reasonably necessary to evaluate the terms of the investment advisory agreement.  The board
employs an independent consultant to prepare a report that provides such information as the Board requests for
this purpose.

         The Board also receives information about the 12b-1 distribution fees the Funds pay with respect to
Service shares.  These distribution fees are reviewed and approved at a different time of the year.

         The Board reviewed the foregoing information in arriving at its decision to renew the investment
advisory agreement.  Among other factors, the Board considered:
o        The nature, cost, and quality of the services provided to the Funds and their shareholders;
o        The profitability of the Funds to the Manager;
o        The investment performance of the Funds in comparison to regular market indices
o        Economies of scale that may be available to the Funds from the Manager;
o        Fees paid by other mutual funds for similar services;
o        The value and quality of any other benefits or services received by the Funds from their relationship
                  with the Manager, and
o        The direct and indirect benefits the Manager received from its relationship with the Funds.  These
                  included services provided by the General Distributor and the Transfer Agent, and brokerage and
                  soft dollar arrangements permissible under Section 28(e) of the Securities Exchange Act.

         The Board considered that the Manager must be able to pay and retain high quality personnel at
competitive rates to provide services to the Funds.  The Board also considered that maintaining the financial
viability of the Manager is important so that the Manager will be able to continue to provide quality services to
the Funds and their shareholders in adverse times.  The Board also considered the investment performance of other
mutual funds advised by the Manager. The Board is aware that there are alternatives to the use of the Manager.

         These matters were also considered by the Independent Trustees, meeting separately from the full Board
with experienced Counsel to the Fund who assisted the Board in its deliberations.  The Funds' Counsel is
independent of the Manager within the meaning and intent of the SEC Rules regarding the independence of counsel.

         In arriving at a decision, the Board did not single out any one factor or group of factors as being more
important than other factors, but considered all factors together.  The Board judged the terms and conditions of
the Agreements, including the investment advisory fees, in light of all of the surrounding circumstances.


Brokerage Policies of the Funds

Brokerage Provisions of the Investment Advisory Agreements.  One of the duties of the Manager under the
investment advisory agreements is to arrange the portfolio transactions for the Funds.  The advisory agreements
contain provisions relating to the employment of broker-dealers to effect the Funds' portfolio transactions.  The
Manager is authorized by the advisory agreements to employ broker-dealers, including "affiliated" brokers, as
that term is defined in the Investment Company Act. The Manager may employ broker-dealers that the Manager
thinks, in its best judgment based on all relevant factors, will implement the policy of the Funds to obtain, at
reasonable expense, the "best execution" of the Funds' portfolio transactions. "Best execution" means prompt and
reliable execution at the most favorable price obtainable. The Manager need not seek competitive commission
bidding. However, it is expected to be aware of the current rates of eligible brokers and to minimize the
commissions paid to the extent consistent with the interests and policies of the Funds as established by its
Board of Trustees.

         Under the investment  advisory  agreements,  the Manager may select brokers (other than  affiliates)  that
provide  brokerage  and/or research  services for the Funds and/or the other accounts over which the Manager or its
affiliates have investment  discretion.  The commissions paid to such brokers may be higher than another  qualified
broker would charge,  if the Manager makes a good faith  determination  that the  commission is fair and reasonable
in relation to the services provided. Subject to those considerations, as a factor in selecting brokers for the
Funds' portfolio transactions, the Manager may also consider sales of shares of the Funds and other investment
companies for which the Manager or an affiliate serves as investment adviser.

Brokerage Practices Followed by the Manager.  The Manager allocates brokerage for the Funds subject to the
provisions of the investment advisory agreements and the procedures and rules described above. Generally, the
Manager's portfolio traders allocate brokerage based upon recommendations from the Manager's portfolio managers.
In certain instances, portfolio managers may directly place trades and allocate brokerage. In either case, the
Manager's executive officers supervise the allocation of brokerage.

      Transactions in securities other than those for which an exchange is the primary market are generally done
with principals or market makers.  In transactions on foreign exchanges, the Funds may be required to pay fixed
brokerage commissions and therefore would not have the benefit of negotiated commissions available in U.S.
markets.  Brokerage commissions are paid primarily for transactions in listed securities or for certain
fixed-income agency transactions in the secondary market.  Otherwise brokerage commissions are paid only if it
appears likely that a better price or execution can be obtained by doing so.  In an option transaction, the Funds
ordinarily use the same broker for the purchase or sale of the option and any transaction in the securities to
which the option relates.

      Other funds advised by the Manager have investment policies similar to those of the Funds. Those other
funds may purchase or sell the same securities as the Funds at the same time as the Funds, which could affect the
supply and price of the securities. If two or more funds advised by the Manager purchase the same security on the
same day from the same dealer, the transactions under those combined orders are averaged as to price and
allocated in accordance with the purchase or sale orders actually placed for each account.

      Most purchases of debt obligations are principal transactions at net prices.  This affects a substantial
portion of the portfolio transactions of Money Fund/VA, High Income Fund/VA, Bond Fund/VA and Strategic Bond
Fund/VA.  Instead of using a broker for those transactions, the Funds normally deal directly with the selling or
purchasing principal or market maker unless the Manager determines that a better price or execution can be
obtained by using the services of a broker.  Purchases of portfolio securities from underwriters include a
commission or concession paid by the issuer to the underwriter.  Purchases from dealers include a spread between
the bid and asked prices. The Funds seek to obtain prompt execution of these orders at the most favorable net
price.

      The investment advisory agreements permit the Manager to allocate brokerage for research services.  The
research services provided by a particular broker may be useful only to one or more of the advisory accounts of
the Manager and its affiliates.  The investment research received for the commissions of those other accounts may
be useful both to one of the Funds and one or more of the Manager's other accounts.  Investment research may be
supplied to the Manager by a third party at the instance of a broker through which trades are placed.

      Investment research services include information and analysis on particular companies and industries as
well as market or economic trends and portfolio strategy, market quotations for portfolio evaluations,
information systems, computer hardware and similar products and services.  If a research service also assists the
Manager in a non-research capacity (such as bookkeeping or other administrative functions), then only the
percentage or component that provides assistance to the Manager in the investment decision-making process may be
paid in commission dollars.

      The Board of Trustees permits the Manager to use stated commissions on secondary fixed-income agency trades
to obtain research if the broker represents to the Manager that: (i) the trade is not from or for the broker's
own inventory, (ii) the trade was executed by the broker on an agency basis at the stated commission, and (iii)
the trade is not a riskless principal transaction.  The Board of Trustees permits the Manager to use concessions
on fixed-price offerings to obtain research, in the same manner as is permitted for agency transactions.

      The research services provided by brokers broaden the scope and supplement the research activities of the
Manager.  That research provides additional views and comparisons for consideration, and helps the Manager to
obtain market information for the valuation of securities that are either held in the Fund's portfolio or are
being considered for purchase.  The Manager provides information to the Board about the commissions paid to
brokers furnishing such services, together with the Manager's representation that the amount of such commissions
was reasonably related to the value or benefit of such services.


      The (i) total brokerage commissions paid by the Funds (other than Money Fund/VA, which paid no brokerage
commissions), not including spreads or concessions on principal transactions on a net trade basis, for the Funds'
fiscal year ended December 31, 1999, 2000 and 2001; and (ii) for the Funds' fiscal year ended December 31, 2001,
the amount of transactions directed to brokers for research services, and the amount of the commissions paid to
broker-dealers for those services, is shown in the chart below:

- ------------------------- ----------------------------------------------------- ------------------- ------------------
                                                                                Transactions        Commissions Paid
                                      Total Brokerage Commissions               Directed for        For Research1
                                           Paid by the Funds                    Research1
- ------------------------- ----------------------------------------------------- ------------------- ------------------
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
Fund                          1999              2000               2001                2001               2001
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
High Income
Fund/VA                   $ 12,736       $7,335              $8,024             $ 0                 $0
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
Bond Fund/VA              $ 294,377      $248,630            $759,725           $ 0                 $0
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
Strategic Bond
Fund/VA                   $37,4597       $50.611             $38,184            $ 0                 $0
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
Aggressive Growth
Fund/VA                   $1,260,968     $523,144            $2,943,962         $1,085,289          $890,652,315
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
Capital Appreciation
Fund/VA                   $1,229,872     $1,473,398          $2,151,288         $779,543,161        $1,099,399
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
Main Street Small
Cap Fund/VA                $4,819        $16,832             $73,472            $588,128            $1,470
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
Global Securities
Fund/VA                   $3,026,315     $3,787,676          $2,591,256         $117,399,565        $240,757
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
Multiple Strategies
Fund/VA                   $  269,657     $666,958            $565,744           $23,333,181         $45,774
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
Main Street Growth
& Income Fund/VA          $  458,120     $1,278,160          $1,563,519         $406,809,557        $ 507,121
- ------------------------- -------------- ------------------- ------------------ ------------------- ------------------
- ------------
1. The amount of transactions  directed to brokers for research  services and the amount of the commissions paid to
brokers for those services are shown in these columns.






Distribution and Service Plans (Service Shares Only)

      Under its General Distributor's Agreements with the Funds, OppenheimerFunds Distributor, Inc. will only act
as the principal underwriter of the Funds' Service shares.

         Each Fund has adopted a Distribution and Service Plan (the "Plan") for its Service shares under Rule
12b-1 of the Investment Company Act, pursuant to which each Fund will make payments to the Distributor in
connection with the distribution and/or servicing of Service shares. The Distributor will pay insurance company
separate account sponsors and other entities that offer and/or provide services to Service shares, as described
in the Prospectus.  Each Plan has been approved by a vote of (i) the Board of Trustees of the Trust, including a
majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on that Plan,
and (ii) the Manager as the then-sole initial holder of such shares.


         Under the Plans, no payment will be made to any insurance company separate account sponsor or affiliate
thereof under a Fund's Plan (each is referred to as a "Recipient") in any quarter if the aggregate net assets of
a Fund's Service shares held by the Recipient for itself and its customers did not exceed a minimum amount, if
any, that may be determined from time to time by a majority of the Trust's Independent Trustees. Although the
Plans provide for a fee of 0.25% of average annual net assets, the Board of Trustees had set the fee at 0.15% of
average annual net assets prior to May 1, 2002 (when that rate increased to 0.25% for all series except andMoney
Fund). The Board has set no minimum asset amount.  For the fiscal year ended December
31, 2001,  all payments made under the Service Class Plan  wereOppenheimer  Global paid by the Funds'  distributor,
to Funds.Recipients (including recipients affiliated with the Manager).

         Those Service class payments during the fiscal year ended December 31, 2001, for all Funds having
Service class shares outstanding as of that date, were as follows:

- ---------------------------------------- --------------------------------------

                                                 Service Plan Payments
                 Class                                  by OFDI
- ---------------------------------------- --------------------------------------
- ---------------------------------------- --------------------------------------
    Oppenheimer High Income Fund/VA
            Service Shares                                $1
- ---------------------------------------- --------------------------------------
- ---------------------------------------- --------------------------------------
  Oppenheimer Strategic Bond Fund/VA
            Service Shares                                $2
- ---------------------------------------- --------------------------------------
- ---------------------------------------- --------------------------------------
 Oppenheimer Aggressive Growth Fund/VA
            Service Shares                                $46
- ---------------------------------------- --------------------------------------
- ---------------------------------------- --------------------------------------
   Oppenheimer Capital Appreciation
        Fund/VA Service Shares                            $6
- ---------------------------------------- --------------------------------------
- ---------------------------------------- --------------------------------------
   Oppenheimer Main Street Small Cap
        Fund/VA Service Shares                            $17
- ---------------------------------------- --------------------------------------
- ---------------------------------------- --------------------------------------
 Oppenheimer Global Securities Fund/VA
            Service Shares                              $12,673
- ---------------------------------------- --------------------------------------

- ---------------------------------------- --------------------------------------
   Oppenheimer Main Street Growth &
     Income Fund/VA Service Shares                      $15,379
- ---------------------------------------- --------------------------------------


         Under the Plans, the Manager and the Distributor may make payments to affiliates and, in their sole
discretion, from time to time may use their own resources (which, as to the Manager, may include profits derived
from the advisory fee it receives from each respective Fund) to make payments to Recipients for distribution and
administrative services they perform.  The Distributor and the Manager may, in their sole discretion, increase or
decrease the amount of distribution assistance payments they make to Recipients from their own assets.

         Unless terminated as described below, each Plan continues in effect from year to year but only as long
as such continuance is specifically approved at least annually by the Trust's Board of Trustees and its
Independent Trustees by a vote cast in person at a meeting called for the purpose of voting on such continuance.
Any Plan may be terminated at any time by the vote of a majority of the Independent Trustees or by the vote of
the holders of a "majority" (as defined in the Investment Company Act) of the outstanding Service shares.  For
purposes of voting with respect to the Plans, Account owners are considered to be shareholders of a Fund's
shares. No Plan may be amended to increase materially the amount of payments to be made unless such amendment is
approved by Account owners of the class affected by the amendment.  All material amendments must be approved by
the Board and a majority of the Independent Trustees.

         While the plans are in effect and Service shares are outstanding, the Treasurer of the Trust must
provide separate written reports to the Trust's Board of Trustees at least quarterly describing the amount of
payments and the purpose of the payment made pursuant to each Plan. These reports are subject to the review and
approval of the Independent Trustees.

Performance of the Funds

Explanation  of  Performance  Terminology.  The  Funds  use a  variety  of terms  to  illustrate  their  investment
performance.  Those terms include  "cumulative  total return," "average annual total return," "average annual total
return at net asset  value"  and  "total  return at net asset  value."  An  explanation  of how total  returns  are
calculated is set forth below.  The charts below show the Funds' performance as of the Funds' most recent fiscal
year end. You can obtain current performance information by following the instructions in the prospectus for your
insurance product, or by calling the Funds' Transfer Agent at 1.800.981.2871.

         The Funds'  illustrations  of their  performance  data in  advertisements  must  comply  with rules of the
Securities and Exchange  Commission.  Those rules  describe the types of performance  data that may be used and how
it is to be calculated.  In general,  any  advertisement by a Fund of its performance data must include the average
annual total returns for the advertised class of shares of that Fund. Those returns must be shown for the 1, 5
and 10-year periods (or the life of the class, if less) ending as of the most recently ended calendar quarter
prior to the publication of the advertisement (or its submission for publication).

         Performance information for Service shares is sharesnot shown for the following Funds because no shares
of those Funds were offered prior to December 31, 2001: Bond Fund/VA and Multiple Strategies Fund/VA. Because
Service shares are subject to an additional fee, the performance is expected to be lower for any given period.

         Use of standardized performance calculations enables an investor to compare the Funds' performance to
the performance of other funds for the same periods.  However, a number of factors should be considered before
using the Funds' performance information as a basis for comparison with other investments:

         |_| Total returns measure the performance of a hypothetical account in a Fund over various periods and
do not show the performance of each shareholder's account. Your account's performance will vary from the model
performance data if you buy or sell shares during the period, or you bought your shares at a different time and
price than the shares used in the model.
         |_|  The Fund's performance does not reflect the charges deducted from an investor's separate account by
the insurance company or other sponsor of that separate account, which vary from product to product.  If these
charges were deducted, performance will be lower than as described in the Fund's Prospectus and Statement of
Additional Information.  In addition, the separate accounts may have inception dates different from those of the
Funds. The sponsor for your insurance product can provide performance information that reflects those charges and
inception dates.
         |_| An investment in the Fund is not insured by the FDIC or any other government agency.
         |_| The Funds' performance returns do not reflect the effect of taxes on dividends and capital gains
distributions.
         |_| The principal value of the Funds' shares and total returns are not guaranteed and normally will
fluctuate on a daily basis.
         |_| When an investor's shares are redeemed, they may be worth more or less than their original cost.
          |_| The preceding two statements do not apply to Money Fund/VA, which seeks to maintain a stable net
asset value of $1.00 per share. There can be no assurance that Money Fund/VA will be able to do so.
         |_| Total returns for any given past period represent historical performance information and are not,
and should not be considered, a prediction of future returns.  The Funds' total returns should not be expected to
be the same as the returns of other Oppenheimer funds, whether or not such other funds have the same portfolio
managers and/or similar names.

         The Funds' total returns are affected by market conditions, the quality of that Funds' investments, the
maturity of debt investments, the types of investments that Fund holds, and its operating expenses.

         |X| Total  Return  Information.  There are  different  types of "total  returns"  to  measure  the  Funds'
performance.  Total  return is the  change in value of a  hypothetical  investment  in a Fund over a given  period,
assuming  that all  dividends  and capital gains  distributions  are  reinvested in additional  shares and that the
investment  is redeemed at the end of the period.  The  cumulative  total return  measures the change in value over
the entire period (for  example,  ten years).  An average  annual total return shows the average rate of return for
each year in a period that would  produce the  cumulative  total return over the entire  period.  However,  average
annual total returns do not show actualyear-by-
          year-by-year performance.  The Funds use standardized calculations for its total returns as prescribed
by the SEC.  The methodology is discussed below.

                  |_| Average Annual Total Return.  The "average annual total return" of each class is an average
annual compounded rate of return for each year in a specified number of years.  It is the rate of return based on
the change in value of a hypothetical initial investment of $1,000 ("P" in the formula below) held for a number
of years ("n" in the formula) to achieve an Ending Redeemable Value ("ERV" in the formula) of that investment,
according to the following formula:

                                                       1/n
                                        (ERV     ) - 1  = Average Annual Total Return
                                        (----    )
                                        ( P      )

         |_| Cumulative Total Return.  The "cumulative total return" calculation measures the change in value of
a hypothetical investment of $1,000 over an entire period of years.  Its calculation uses some of the same
factors as average annual total return, but it does not average the rate of return on an annual basis.
Cumulative total return is determined as follows:



                                        ERV - P
                                        ------  = Total Return
                                         P

The Funds' Total Returns for the Periods Ended 12/31/01

- -------------------------------------------------------------------------------------------------------------


                                   Five Years      Ten Years                                                  One Year(1)
                                   (or             (or                                                        (or life-of-class)
Fund and Class/Inception Date      life-of-class)  life-of-class)

- -------------------------------------------------------------------------------------------------------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
High Income Fund/VA (4/3/86)                               2.87%         8.71%
                                       1.97%
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- -------------
Service Shares: High Income
Fund/VA                                                      N/A           N/A
(9/18/01)                              1.67%
- ---------------------------------- --------------- -------------- -------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Bond Fund/VA (4/3/85)                                      5.62%         6.64%
                                       7.79%
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Aggressive Growth Fund/VA                 -31.27%          7.05%        11.76%
(8/15/86)
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Service Shares: Aggressive                -31.31%        -43.90%           N/A
Growth Fund/VA (10/16/00)
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Capital Appreciation Fund/VA
(4/3/85)                                  -12.58%         14.18%        15.21%
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Service Shares: Capital                    15.51%            N/A           N/A
Appreciation Fund/VA
(9/18/01)
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Multiple Strategies Fund/VA                 2.22%          8.74%        10.20%
(2/9/87)
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Global Securities Fund/VA                 -12.04%         15.40%       13.91%
(11/12/90)
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------


Fund and Class/Inception Date      One Year(1)     Five Years     Ten Years
                                   (or             (or            (or
                                   life-of-class)  life-of-class) life-of-class)

- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Service Shares: Global                    -12.17%
Securities Fund/VA (10/16/00)                            -13.02%      N/A
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Strategic Bond Fund/VA (5/3/93)             4.85%          4.36%         5.61%
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Service Shares: Strategic Bond              1.94%            N/A           N/A
Fund/VA
(3/19/01)
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Main Street Growth &
Income Fund/VA (7/5/95)                   -10.16%          6.71%        13.67%
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Service Shares: Main Street               -10.27%        -14.62%           N/A
Growth & Income Fund/VA (7/13/00)
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
Main Street Small Cap Fund/VA              -0.36%          3.76%           n/a
(5/1/98)
- ---------------------------------- --------------- -------------- ------------- ----------- -----------------
- ---------------------------------- --------------- -------------- -------------
Service Shares: Main Street              4.15%               N/A           N/A
Small Cap Fund/VA (7/16/01)
- ---------------------------------- --------------- -------------- -------------
- ---------------------------------- --------------- -------------- -------------
Money Fund/VA (4/3/85)                   3.85%             5.12%         4.77%
- ---------------------------------- --------------- -------------- -------------
- --------
(1)      For Service shares,  cumulativeperformance  would have been lower if the 0.10% increase in the service fee
     for that class,  effective  May 1, 2002,  had occurred  during the period  shown.total  For service  shares of
     Oppenheimer  Aggressive  Growth  Fund/VA,  performance  would have been less if service  fees had been charged
     during (1)   2000. Cumulative total return for a period of less than one year is not annualized.


         |_|  Standardized Yield.  The "standardized yield" (sometimes referred to just as "yield") is shown for
a stated 30-day period.  It is not based on actual distributions paid by the Fixed Income Funds to shareholders
in the 30-day period, but is a hypothetical yield based upon the net investment income from the Fund's portfolio
investments for that period.  It may therefore differ from the "dividend yield" for the same class of shares,
described below.

     Standardized yield is calculated using the following formula set forth in rules adopted by the Securities
and Exchange Commission, designed to assure uniformity in the way that all funds calculate their yields:



         The symbols above represent the following factors:

         a =   dividends and interest earned during the 30-day period.
         b =   expenses accrued for the period (net of any expense assumptions).
         c =   the average  daily  number of shares of that class  outstanding  during the 30-day  period that were
               entitled to receive dividends.
         d =   the  maximum  offering  price per share of that class on the last day of the  period,  adjusted  for
               undistributed net investment income.

         The standardized yield for a particular 30-day period may differ from the yield for other periods.  The
SEC formula assumes that the standardized yield for a 30-day period occurs at a constant rate for a six-month
period and is annualized at the end of the six-month period.  Additionally, because each class of shares is
subject to different expenses, it is likely that the standardized yields of the Fund's classes of shares will
differ for any 30-day period.

                  |_| Dividend  Yield.  The Fixed Income  Funds may quote a "dividend  yield" for each class of its
shares.  Dividend  yield is based on the  dividends  paid on a class of shares during the actual  dividend  period.
To calculate  dividend yield, the dividends of a class declared during a stated period are added together,  and the
sum is multiplied by 12 (to annualize the yield) and divided by the maximum offering price on the last day of the
dividend period.  Because the Fixed Income Funds pay their annual dividend in March of each year, dividend yield
is shown for the 30 days ended March 31, 2001.  The formula is shown below:

Dividend Yield = Distribution Paid / No. of Days in the Period x No. of Days in the Calendar Year
                                       Maximum Offering Price (payment date)


- ---------------------------------------- -------------------------------------- --------------------------------------
                                           Standardized Yield for the 30-Day    Dividend Yield for the 30-Day Period
                                                 Period Ended 12/31/01                          Ended
                 Fund                                                                          3/31/02
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
High Income Fund/VA                                     11.36%                                 10.99%
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
Bond Fund/VA                                            11.42%                                  8.06%
- ---------------------------------------- -------------------------------------- --------------------------------------
- ---------------------------------------- -------------------------------------- --------------------------------------
Strategic Bond Fund/VA                                   8.87%                                  8.62%
- ---------------------------------------- -------------------------------------- --------------------------------------


         |_|  Money Fund/VA Yields.  The current yield for Money Fund/VA is calculated for a seven-day period of
time as follows.  First, a base period return is calculated for the seven-day period by determining the net
change in the value of a hypothetical pre-existing account having one share at the beginning of the seven-day
period.  The change includes dividends declared on the original share and dividends declared on any shares
purchased with dividends on that share, but such dividends are adjusted to exclude any realized or unrealized
capital gains or losses affecting the dividends declared.  Next, the base period return is multiplied by 365/7 to
obtain the current yield to the nearest hundredth of one percent.

         The compounded effective yield for a seven-day period is calculated by
         (1) adding 1 to the base period return (obtained as described above),
         (2) raising the sum to a power equal to 365 divided by 7, and
         (3) subtracting 1 from the result.

         The yield as calculated above may vary for accounts less than approximately $100 in value due to the
effect of rounding off each daily dividend to the nearest full cent.  The calculation of yield under either
procedure described above does not take into consideration any realized or unrealized gains or losses on the
Fund's portfolio securities which may affect dividends.  Therefore, the return on dividends declared during a
period may not be the same on an annualized basis as the yield for that period.


Other Performance Comparisons.  The Funds may compare their performance annually to that of an appropriate
broadly-based market index in its Annual Report to shareholders. You can obtain that information by contacting
the Transfer Agent at the addresses or telephone numbers shown on the cover of this Statement of Additional
Information.  The Funds may also compare their performance to that of other investments, including other mutual
funds, or use rankings of its performance by independent ranking entities.  Examples of these performance
comparisons are set forth below.


         |X| Lipper Rankings. From time to time the Funds may publish the rankings of their performance by
Lipper, Inc. Lipper is a widely-recognized independent mutual fund monitoring service.  Lipper monitors the
performance of regulated investment companies, including the Funds, and ranks their performance for various
periods in categories based on investment styles.  The Lipper performance rankings are based on total returns
that include the reinvestment of capital gain distributions and income dividends but do not take sales charges or
taxes into consideration.  Lipper also publishes "peer-group" indices of the performance of all mutual funds in a
category that it monitors and averages of the performance of the funds in particular categories.

         |X| Morningstar Ratings and Rankings.  From time to time the star rating and ranking of the performance
of separate accounts that hold Fund shares will be determined by Morningstar, an independent mutual fund
monitoring service.  Morningstar rates and ranks separate accounts that hold mutual funds in broad investment
categories.  The results may be published by or for the Funds or the separate account sponsors.

         Morningstar proprietary star rankings reflect historical risk-adjusted total investment return.  For
each fund with at least a three-year history, Morningstar calculates a Morningstar RatingTM metric each month by
subtracting the return on a 90-day U.S. Treasury Bill from the fund's load-adjusted return for the same period,
and then adjusting this excess return for risk.  The top 10% of funds in each broad asset class receive 5 stars,
the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10%
receive 1 star.  The Overall Morningstar Rating for a fund is derived from a weighted average of the performance
figures associated with its three-, five- and ten-year (if applicable) Morningstar Ratings metrics.

         The total return rating of a separate account holding shares of a Fund may also be compared to that of
other separate accounts in its Morningstar category, in addition to its star ratings.  Those total return ratings
are percentages from one percent to one hundred percent and are not risk adjusted.  For example, if a separate
account is in the 94th percentile, that means that 94% of the separate accounts in the same category performed
better than it did.

         |X| Performance Rankings and Comparisons by Other Entities and Publications.  From time to time the
Funds may include in advertisements and sales literature performance information about the Funds cited in
newspapers and other periodicals such as The New York Times, The Wall Street Journal, Barron's, or similar
publications. That information may include performance quotations from other sources, including Lipper and
Morningstar.  The Funds' performance may be compared in publications to the performance of various market indices
or other investments, and averages, performance rankings or other benchmarks prepared by recognized mutual fund
statistical services.

         Investors may also wish to compare the returns on the Funds' shares to the return on fixed-income
investments available from banks and thrift institutions.  Those include certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed or variable time deposits, and various
other instruments such as Treasury bills.  However, the Funds' returns and share price are not guaranteed or
insured by the FDIC or any other agency and will
fluctuate daily, while bank depository obligations may be insured by the FDIC and may provide fixed rates of
return. Repayment of principal and payment of interest on Treasury securities is backed by the full faith and
credit of the U.S. government.

         From time to time, the Funds may publish rankings or ratings of the Manager other than performance
rankings of the Oppenheimer funds themselves.  Those ratings or rankings by third parties may include comparisons
of their services to those provided by other mutual fund families selected by the rating or ranking services.
They may be based upon the opinions of the rating or ranking service itself, using its research or judgment, or
based upon surveys of investors, brokers, insurance sponsors, shareholders or others.

         From time to time the Funds may include in advertisements and sales literature the total return
performance of a hypothetical investment account that includes shares of one or more of the Funds. The combined
account may be part of an illustration of an asset allocation model or similar presentation.  The account
information may combine total return performance of the Funds included in the account.  Additionally, from time
to time, advertisements and sales literature may include, for illustrative or comparative purposes, statistical
data or other information about general or specific market and economic conditions.  That may include, for
example,

o        information about the performance of certain securities or commodities markets or segments of those
     markets,
o        information about the performance of the economies of particular countries or regions,
o        the earnings of companies included in segments of particular industries, sectors, securities markets,
     countries or regions,
o        the availability of different types of securities or offerings of securities,
o        information relating to the gross national or gross domestic product of the United States or other
     countries or regions,
o        comparisons of various market sectors or indices to demonstrate performance, risk, or other
     characteristics of the Funds.

- -------------------------------------------------------------------------------------------------------------------
ABOUT YOUR ACCOUNT
- -------------------------------------------------------------------------------------------------------------------

How to Buy and Sell Shares

         Shares of the Funds are sold to provide benefits under variable life insurance policies and variable
annuity and other insurance company separate accounts, as explained in the Prospectuses for the Funds and for the
insurance product you have selected. Therefore, instructions from an investor to buy or sell shares of the Funds
should be directed to the insurance sponsor for the investor's separate account, or that insurance sponsor's
agent.


         |X| Allocation of Expenses. The Funds pay expenses related to its daily operations, such as custodian
bank fees, certain Trustees' fees, transfer agency fees, legal fees and auditing costs.  Those expenses are paid
out of the Fund's assets and are  not paid directly by shareholders.  However, those expenses reduce the net
asset value of shares, and therefore are indirectly borne by shareholders through their investment.

         For any Fund that has two classes of shares outstanding, the methodology for calculating the net asset
value, dividends and distributions of the Fund's share classes recognizes two types of expenses.  General
expenses that do not pertain specifically to any one class are allocated pro rata to the shares of all classes.
The allocation is based on the percentage of the Fund's total assets that is represented by the assets of each
class, and then equally to each outstanding share within a given class.  Such general expenses include management
fees, legal, bookkeeping and audit fees, printing and mailing costs of shareholder reports, Prospectuses,
Statements of Additional Information and other materials for current shareholders, fees to unaffiliated Trustees,
custodian bank expenses, share issuance costs, organization and start-up costs, interest, taxes and brokerage
commissions, and non-recurring expenses, such as litigation costs.

         Other expenses that are directly attributable to a particular class are allocated equally to each
outstanding share within that class.  Examples of such expenses include 12b-1 distribution and service fees of
Service shares, transfer and shareholder servicing agent fees and expenses, and shareholder meeting expenses (to
the extent that such expenses pertain only to a specific class).

Determination of Net Asset Values Per Share.  The net asset values per share of each class of shares of the Funds
are determined as of the close of business of The New York Stock Exchange on each day that the Exchange is open.
The calculation is done 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.  The Exchange normally closes at 4:00 P.M., New York time, but may
close earlier on some other days (for example, in case of weather emergencies or on days falling before a
holiday).  The Exchange's most recent annual announcement (which is subject to change) states that it will close
on New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.  It may also close on other days.

         Dealers  other than  Exchange  members  may  conduct  trading in certain  securities  on days on which the
Exchange is closed  (including  weekends  and U.S.  holidays)  or after 4:00 P.M. on a regular  business  day.  The
Funds' net asset  values  will not be  calculated  on those  days,  and the values of some of the Fund's  portfolio
securities may change significantly on those days, when shareholders may not purchase or redeem shares.
Additionally, trading on European and Asian stock exchanges and over-the-counter markets normally is completed
before the close of The New York Stock Exchange.

         Changes in the values of securities traded on foreign exchanges or markets as a result of events that
occur after the prices of those securities are determined, but before the close of The New York Stock Exchange,
will not be reflected in the Funds' calculation of their net asset values that day unless the Board of Trustees
determines that the event is likely to effect a material change in the value of the security. The Manager may
make that determination, under procedures established by the Board.

         |X|  Securities Valuation. The Funds' Board of Trustees has established procedures for the valuation of
the Funds' securities.  In general the procedures for all Funds other than Money Fund/VA are as follows:

         |_|  Equity securities traded on a U.S. securities exchange or on NASDAQ are valued as follows:

(1)      if last sale information is regularly reported, they are valued at the last reported sale price on the
                      principal exchange on which they are traded or on NASDAQ, as applicable, on that day, or
(2)      if last sale information is not available on a valuation date, they are valued at the last reported sale
                      price preceding the valuation date if it is within the spread of the closing "bid" and
                      "asked" prices on the valuation date or, if not, at the closing "bid" price on the valuation
                      date.

         |_|  Equity securities traded on a foreign securities exchange generally are valued in one of the
following ways:
(1)      at the last sale price available to the pricing service approved by the Board of Trustees, or
(2)      at the mean between the "bid" and "asked" prices obtained from the principal exchange on which the
                      security is traded or, on the basis of reasonable inquiry, from two market makers in the
                      security.

|_|      Long-term debt securities having a remaining maturity in excess of 60 days are valued based on the mean
between the "bid" and "asked" prices determined by a portfolio pricing service approved by the Funds' Board of
Trustees or obtained by the Manager from two active market makers in the security on the basis of reasonable
inquiry.

         |_|  The following securities are valued at the mean between the "bid" and "asked" prices determined by
a pricing service approved by the Funds' Board of Trustees or obtained by the Manager from two active market
makers in the security on the basis of reasonable inquiry:
(1)      debt instruments that have a maturity of more than 397 days when issued,
(2)      debt instruments that had a maturity of 397 days or less when issued and have a remaining maturity of
                      more than 60 days, and
(3)      non-money market debt instruments that had a maturity of 397 days or less when issued and which have a
                      remaining maturity of 60 days or less.

         |_|  The following securities are valued at cost, adjusted for amortization of premiums and accretion of
discounts:
(1)      money market debt securities held by a non-money market fund that had a maturity of less than 397 days
                      when issued that have a remaining maturity of 60 days or less, and
(2)      debt instruments held by a money market fund that have a remaining maturity of 397 days or less.

         |_| Securities  (including  restricted  securities)  not having  readily-available  market  quotations are
valued at fair  value  determined  under the  Board's  procedures.  If the  Manager  is unable to locate two market
makers willing to give quotes, a security may be priced at the mean between the "bid" and "asked" prices provided
by a single active market maker (which in certain cases may be the "bid" price if no "asked" price is available).

         In the case of U.S. government securities, mortgage-backed securities, corporate bonds and foreign
government securities, when last sale information is not generally available, the Manager may use pricing
services approved by the Board of Trustees. The pricing service may use "matrix" comparisons to the prices for
comparable instruments on the basis of quality, yield, and maturity. Other special factors may be involved (such
as the tax-exempt status of the interest paid by municipal securities).  The Manager will monitor the accuracy of
the pricing services. That monitoring may include comparing prices used for portfolio valuation to actual sales
prices of selected securities.

         The closing prices in the London foreign exchange market on a particular business day that are provided
to the Manager by a bank, dealer or pricing service that the Manager has determined to be reliable are used to
value foreign currency, including forward contracts, and to convert to U.S. dollars securities that are
denominated in foreign currency.

         Puts, calls, and futures are valued at the last sale price on the principal exchange on which they are
traded or on NASDAQ, as applicable, as determined by a pricing service approved by the Board of Trustees or by
the Manager.  If there were no sales that day, they shall be valued at the last sale price on the preceding
trading day if it is within the spread of the closing "bid" and "asked" prices on the principal exchange or on
NASDAQ on the valuation date. If not, the value shall be the closing bid price on the principal exchange or on
NASDAQ on the valuation date.  If the put, call or future is not traded on an exchange or on NASDAQ, it shall be
valued by the mean between "bid" and "asked" prices obtained by the Manager from two active market makers. In
certain cases that may be at the "bid" price if no "asked" price is available.

         When a Fund writes an option, an amount equal to the premium received is included in that Fund's
Statement of Assets and Liabilities as an asset. An equivalent credit is included in the liability section.  The
credit is adjusted ("marked-to-market") to reflect the current market value of the option.  In determining the
Fund's gain on investments, if a call or put written by a Fund is exercised, the proceeds are increased by the
premium received.  If a call or put written by a Fund expires, that Fund has a gain in the amount of the premium.
If that Fund enters into a closing purchase transaction, it will have a gain or loss, depending on whether the
premium received was more or less than the cost of the closing transaction.  If a Fund exercises a put it holds,
the amount that Fund receives on its sale of the underlying investment is reduced by the amount of premium paid
by the Fund.

Money Fund/VA Net Asset Valuation Per Share.  Money Fund/VA will seek to maintain a net asset value of $1.00 per
share for purchases and redemptions.  There can be no assurance it will do so.  Money Fund/VA operates under Rule
2a-7 under which it may use the amortized cost method of valuing their shares.  The Funds' Board of Trustees has
adopted procedures for that purpose.  The amortized cost method values a security initially at its cost and
thereafter assumes
a constant amortization of any premium or accretion of any discount, regardless of the impact of fluctuating
interest rates on the market value of the security.  This method does not take into account unrealized capital
gains or losses.

         The Funds' Board of Trustees has established procedures intended to stabilize Money Fund/VA's net asset
value at $1.00 per share.  If Money Fund/VA's net asset value per share were to deviate from $1.00 by more than
0.5%, Rule 2a-7 requires the Board promptly to consider what action, if any, should be taken.  If the Trustees
find that the extent of any such deviation may result in material dilution or other unfair effects on
shareholders, the Board will take whatever steps it considers appropriate to eliminate or reduce such dilution or
unfair effects, including, without limitation, selling portfolio securities prior to maturity, shortening the
average
portfolio maturity, withholding or reducing dividends, reducing the outstanding number of shares of that Fund
without monetary consideration, or calculating net asset value per share by using available market quotations.

         As long as Money Fund/VA uses Rule 2a-7, it must abide by certain conditions described in the Prospectus
which limit the maturity of securities that Fund buys. Under Rule 2a-7, the maturity of an instrument is
generally considered to be its stated maturity (or in the case of an instrument called for redemption, the date
on which the redemption payment must be made), with special exceptions for certain variable rate demand and
floating rate instruments.  Repurchase agreements and securities loan agreements are, in general, treated as
having maturity equal to the period scheduled until repurchase or return, or if subject to demand, equal to the
notice period.

         While amortized cost method provides  certainty in valuation,  there may be periods during which the value
of an  instrument,  as determined by amortized  cost, is higher or lower than the price Money Fund/VA would receive
if it sold the  instrument.  During  periods of declining  interest  rates,  the daily yield on shares of that Fund
may tend to be lower (and net  investment  income and daily  dividends  higher) than market  prices or estimates of
market prices for its  portfolio.  Thus, if the use of amortized  cost by the funds  resulted in a lower  aggregate
portfolio  value on a particular  day, a  prospective  investor in Money Fund/VA would be able to obtain a somewhat
higher yield than would result from  investment in a fund utilizing  solely market values,  and existing  investors
in that Fund would receive less  investment  income than if Money Fund/VA were priced at market value.  Conversely,
during  periods of rising  interest  rates,  the daily  yield on shares of that Fund will tend to be higher and its
aggregate value lower than that of a portfolio priced at market value.  A prospective investor would receive a
lower yield than from an investment in a portfolio priced at market value, while existing investors in Money
Fund/VA would receive more investment income than if that Fund were priced at market value.

Dividends, Capital Gains and Taxes

Dividends and Distributions.  The dividends and distributions paid by a class of shares will vary from time to
time depending on market conditions, the composition of the Funds' portfolios, and expenses borne by the Funds or
borne separately by a class (if more than one class of shares are outstanding). Dividends are calculated in the
same manner, at the same time, and on the same
day for each class of shares. Dividends on Service shares are expected to be lower. That is because of the effect
of the additional fee on Service shares. Those dividends will also differ in amount as a consequence of any
difference in the net asset values of the different classes of shares.

Tax Status of the Fund's Dividends and Distributions.  The federal tax treatment of the Funds' dividends and
capital gains distributions is briefly highlighted in the Prospectus, and may also be explained in the prospectus
for the insurance product you have selected.

         The Funds intend to qualify as a "regulated investment company" under the Internal Revenue Code
(although it reserves the right not to qualify). If the Funds qualify as  "regulated investment companies" under
the Internal Revenue Code, they will not be liable for federal income taxes on amounts paid by it as dividends
and distributions.  The Funds qualified as regulated investment companies in its last fiscal year.  The Internal
Revenue Code contains a number of complex tests relating to qualification which the Funds might not meet in any
particular year.  If it did not so qualify, the Funds would be treated for tax purposes as an ordinary
corporation and receive no tax deduction for payments made to shareholders.

Additional Information About the Funds

The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is a division of the Manager.  It is
responsible for maintaining the Fund's shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders.  It also handles shareholder servicing and administrative functions.
It serves as the Transfer Agent for an annual per account fee.  The Transfer Agent has voluntarily agreed to
limit transfer and shareholder servicing agent fees to 0.35% per annum of shares of any class of any Fund,
effective October 1, 2001. That undertaking may be amended or withdrawn at any time. The Transfer Agent also acts
as shareholder servicing agent for the other Oppenheimer funds.  Shareholders should direct inquiries about their
accounts to the Transfer Agent at the address and toll-free numbers shown on the back cover.

The Custodian Bank.  The Bank of New York is the custodian bank for the Funds' assets.  The custodian bank's
responsibilities include safeguarding and controlling the Fund's portfolio securities and handling the delivery
of such securities to and from the Funds.  It will be the practice of the Funds to deal with the custodian bank
in a manner uninfluenced by any banking relationship the custodian bank may have with the Manager and its
affiliates.  The Funds' cash balances with the custodian bank in excess of $100,000 are not protected by Federal
deposit insurance.  Those uninsured balances at times may be substantial.

Independent Auditors.  Deloitte & Touche LLP are the independent auditors of the Funds. They audit the Funds'
financial statements and perform other related audit services.  They also act as auditors for certain other funds
advised by the Manager and its affiliates and they are the auditors for the Manager and its affiliates.




Independent Auditors' Report

===============================================================================
The Board of Trustees and Shareholders of Oppenheimer Money Fund/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Money Fund/VA (which is a series of Oppenheimer Variable Account
Funds), including the statement of investments, as of December 31, 2001, and
the related statement of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for each of the five years in the period then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of December 31, 2001, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other auditing procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Money Fund/VA results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended, in conformity with accounting principles generally accepted in the
United States of America.


/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Denver, Colorado
January 23, 2002


Statement of Investments  December 31, 2001

                                                                   Principal    Value
                                                                   Amount       See Note 1
==========================================================================================
Repurchase Agreements--3.6%
- ------------------------------------------------------------------------------------------

Repurchase agreement with PaineWebber, Inc., 1.70%, dated
12/31/01, to be repurchased at $13,301,256 on 1/2/02,
collateralized by Federal Home Loan Mtg. Corp., 6.50%, 11/1/31,
with a value of $13,597,447 (Cost $13,300,000)                    $13,300,000  $13,300,000
==========================================================================================
Bankers' Acceptances--1.3%
- ------------------------------------------------------------------------------------------
U.S. Bank NA, MN, 2.25%, 1/24/02 (Cost $5,000,000)                  5,000,000    5,000,000
==========================================================================================
Certificates of Deposit--9.9%
- ------------------------------------------------------------------------------------------
Domestic Certificates of Deposit--1.9%
Citibank NA:
2.11%, 2/1/02                                                       1,000,000    1,000,000
2.17%, 1/30/02                                                      1,000,000    1,000,111
- ------------------------------------------------------------------------------------------
National Bank of Commerce, Tennessee:
1.94%, 2/15/02                                                      5,000,000    5,000,000
                                                                               -----------
                                                                                 7,000,111
- ------------------------------------------------------------------------------------------
Yankee Certificates of Deposit--8.0%
Abbey National Treasury Services (gtd. by Abbey National plc):
2.41%, 4/2/02                                                       5,000,000    5,002,220
2.48%, 1/3/02                                                       2,000,000    2,000,010
- ------------------------------------------------------------------------------------------
ABN AMRO Bank NV:
3.445%, 2/13/02                                                     5,000,000    5,000,029
- ------------------------------------------------------------------------------------------
BNP Paribas, Chicago:
2.33%, 1/18/02                                                      3,000,000    3,000,000
2.40%, 1/10/02                                                      2,000,000    2,000,000
- ------------------------------------------------------------------------------------------
Lloyds TSB Bank plc, New York:
1.90%, 2/14/02                                                      2,500,000    2,500,000
- ------------------------------------------------------------------------------------------
National Westminster Bank plc, New York:
2.51%, 1/4/02                                                       1,000,000    1,000,001
- ------------------------------------------------------------------------------------------
Rabobank Nederland NV, New York:
2.03%, 5/28/02                                                      2,000,000    1,999,435
- ------------------------------------------------------------------------------------------
Royal Bank of Canada, New York Branch:
2.34%, 1/17/02                                                      1,000,000    1,000,000
- ------------------------------------------------------------------------------------------
Royal Bank of Scotland, New York:
1.89%, 6/4/02                                                       6,000,000    6,000,000
                                                                               -----------
                                                                                29,501,695
                                                                               -----------
Total Certificates of Deposit (Cost $36,501,806)                                36,501,806
==========================================================================================
Direct Bank Obligations--6.2%
- ------------------------------------------------------------------------------------------
Lloyds TSB Bank plc:
2.16%, 1/25/02                                                      5,000,000    4,992,800
- ------------------------------------------------------------------------------------------
Nationwide Building Society:
1.89%, 2/14/02                                                      4,000,000    3,990,760
2.04%, 2/7/02                                                       3,000,000    2,993,710
2.23%, 2/11/02                                                      2,000,000    1,994,921
- ------------------------------------------------------------------------------------------
Nordea North America, Inc. (gtd. by Merita Bank plc):
2.10%, 5/20/02                                                      5,000,000    4,959,458
2.20%, 4/15/02                                                      2,000,000    1,987,289
2.28%, 4/17/02                                                      2,000,000    1,986,573
                                                                               -----------
Total Direct Bank Obligations (Cost $22,905,511)                                22,905,511



Statement of Investments  (Continued)

                                                                        Principal   Value
                                                                        Amount      See Note 1
===============================================================================================
Letters of Credit--5.5%
- -----------------------------------------------------------------------------------------------

Barclays Bank plc, guaranteeing commercial paper of
Primer Banco del Istmo SA:
3.37%, 2/26/02                                                          $5,000,000  $ 4,973,789
- -----------------------------------------------------------------------------------------------
Danske Bank AS, guaranteeing commercial paper of Danske Corp., Series A:
2.33%, 1/9/02                                                            5,000,000    4,997,411
- -----------------------------------------------------------------------------------------------
Societe Generale, guaranteeing commercial paper of
Societe Generale North America:
2.26%, 1/14/02                                                           3,500,000    3,497,144
2.30%, 2/11/02                                                           2,000,000    1,994,761
- -----------------------------------------------------------------------------------------------
Toronto Dominion Bank, guaranteeing commercial paper of
Toronto Dominion Holdings, Inc.:
1.795%, 3/20/02                                                          5,000,000    4,980,554
                                                                                    -----------
Total Letters of Credit (Cost $20,443,659)                                           20,443,659
===============================================================================================
Short-Term Notes-62.6%
- -----------------------------------------------------------------------------------------------
Aerospace/Defense--1.1%
BAE Systems Holdings, Inc.:
2.12%, 1/29/02(1)                                                        3,000,000    2,995,053
2.39%, 1/14/02(1)                                                        1,000,000      999,137
                                                                                    -----------
                                                                                      3,994,190
- -----------------------------------------------------------------------------------------------
Asset-Backed--18.2%
AriesOne Metafolio Corp.:
2.05%, 1/8/02(1)                                                         7,849,000    7,845,871
- -----------------------------------------------------------------------------------------------
Asset Portfolio Funding:
1.83%, 3/20/02(1)                                                        1,000,000      996,035
2.42%, 1/7/02(1)                                                         2,000,000    1,999,193
- -----------------------------------------------------------------------------------------------
BILLS Securitisation Ltd.:
1.87%, 6/7/02                                                            2,000,000    1,983,689
2.07%, 2/27/02                                                           2,000,000    1,993,445
- -----------------------------------------------------------------------------------------------
Breeds Hill Capital Co. LLC, Series A:
2.20%, 1/4/02(1)                                                         1,348,000    1,347,753
- -----------------------------------------------------------------------------------------------
Charta Corp.:
2.29%, 1/17/02(1)                                                        2,000,000    1,997,964
- -----------------------------------------------------------------------------------------------
Corporate Receivables Corp.:
2.04%, 2/20/02(1)                                                        5,000,000    4,985,833
- -----------------------------------------------------------------------------------------------
Crown Point Capital Co.:
1.85%, 3/12/02(1)                                                        2,000,000    1,992,806
- -----------------------------------------------------------------------------------------------
CXC, Inc.:
2.18%, 2/7/02(1)                                                         2,000,000    1,995,519
- -----------------------------------------------------------------------------------------------
GOVCO, Inc.:
2.04%, 2/19/02(1)                                                        3,000,000    2,991,670
2.35%, 1/7/02(1)                                                         2,000,000    1,999,217
- -----------------------------------------------------------------------------------------------
Greyhawk Funding LLC:
1.82%, 3/5/02(1)                                                         5,000,000    4,984,075
1.95%, 2/15/02(1)                                                        5,000,000    4,987,812
- -----------------------------------------------------------------------------------------------
Lexington Parker Capital Co. LLC:
1.94%, 6/3/02(1)                                                         2,000,000    1,983,510
2.10%, 2/5/02(1)                                                         2,000,000    1,995,917
3.49%, 1/25/02(1)                                                        3,000,000    2,993,020


                          Oppenheimer Money Fund/VA


Statement of Investments  (Continued)

                                                        Principal    Value
                                                        Amount       See Note 1
- --------------------------------------------------------------------------------
Asset-Backed (continued)
Scaldis Capital LLC:
1.88%, 5/31/02(1)                                       $ 7,000,000  $ 6,945,167
2.125%, 5/17/02(1)                                        2,000,000    1,983,755
- --------------------------------------------------------------------------------
Victory Receivables Corp.:
2.12%, 1/22/02(1)                                         5,000,000    4,993,817
- --------------------------------------------------------------------------------
VVR Funding LLC:
1.84%, 3/7/02(1)                                          4,413,000    4,398,339
                                                                     -----------
                                                                      67,394,407
- --------------------------------------------------------------------------------
Banks--0.5%
J.P. Morgan Chase & Co.:
2.30%, 1/15/02                                            2,000,000    1,998,211
- --------------------------------------------------------------------------------
Beverages--1.7%
Coca Cola Enterprises, Inc.:
2.33%, 1/18/02(1)                                         1,500,000    1,498,350
- --------------------------------------------------------------------------------
Diageo Capital plc:
2.155%, 1/30/02(1)                                        4,000,000    3,993,072
2.30%, 2/6/02(1)                                          1,000,000      997,700
                                                                     -----------
                                                                       6,489,122
- --------------------------------------------------------------------------------
Broker/Dealers--3.8%
Banc of America Securities LLC:
2.075%, 1/2/02(2)                                         5,000,000    5,000,000
- --------------------------------------------------------------------------------
Goldman Sachs Group LP, Promissory Note:
1.99%, 6/14/02(3)                                         4,000,000    4,000,000
- --------------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.(Masternote Facility):
2.125%, 12/2/02(2)                                        5,000,000    5,000,000
                                                                     -----------
                                                                      14,000,000
- --------------------------------------------------------------------------------
Commercial Finance--5.9%
Caterpillar Financial Services Corp.:
2.34%, 1/14/02                                            2,900,000    2,897,549
- --------------------------------------------------------------------------------
Countrywide Home Loans, Series J:
2.214%, 6/7/02(2)                                         5,000,000    4,999,360
- --------------------------------------------------------------------------------
Private Export Fund Corp.:
2.24%, 4/9/02(1)                                          5,000,000    4,969,511
- --------------------------------------------------------------------------------
Tyco Capital Corp.:
1.89%, 2/4/02                                             2,000,000    1,996,430
2%, 2/27/02                                               2,000,000    1,993,667
2.05%, 2/25/02                                            5,000,000    4,984,340
                                                                     -----------
                                                                      21,840,857
- --------------------------------------------------------------------------------
Consumer Finance--2.7%
American General Finance Corp.:
1.75%, 3/13/02                                           10,000,000    9,965,486
- --------------------------------------------------------------------------------
Diversified Financial--2.7%
General Electric Capital Services:
2.32%, 2/7/02                                             2,000,000    1,995,231
- --------------------------------------------------------------------------------
National Rural Utilities Cooperative Finance Corp.:
2.03%, 1/15/02                                            3,000,000    2,997,632
- --------------------------------------------------------------------------------
Prudential Funding LLC:
2.33%, 1/16/02                                            5,000,000    4,995,146
                                                                     -----------
                                                                       9,988,009


Statement of Investments  (Continued)

                                                                Principal   Value
                                                                Amount      See Note 1
- ---------------------------------------------------------------------------------------
Diversified Media--1.3%
McGraw-Hill Cos., Inc.:
1.82%, 4/17/02                                                  $5,000,000  $ 4,973,206
- ---------------------------------------------------------------------------------------
Food--1.8%
Nestle Capital Corp.:
1.795%, 3/21/02(1)                                               5,000,000    4,980,305
2.08%, 5/30/02(1)                                                1,800,000    1,784,504
                                                                            -----------
                                                                              6,764,809
- ---------------------------------------------------------------------------------------
Gas Utilities--1.9%
Centrica plc:
2.04%, 5/15/02(1)                                                3,000,000    2,977,220
2.32%, 1/18/02(1)                                                4,000,000    3,995,618
                                                                            -----------
                                                                              6,972,838
- ---------------------------------------------------------------------------------------
Healthcare/Drugs--3.4%
American Home Products:
2%, 2/13/02(1)                                                   1,500,000    1,496,417
2.05%, 2/12/02(1)                                                3,000,000    2,992,825
2.15%, 2/14/02(1)                                                1,000,000      997,372
2.35%, 1/29/02(1)                                                5,000,000    4,990,861
- ---------------------------------------------------------------------------------------
Glaxo Wellcome plc:
2.38%, 1/11/02(1)                                                2,000,000    1,998,678
                                                                            -----------
                                                                             12,476,153
- ---------------------------------------------------------------------------------------
Insurance--8.6%
Cooperative Assn. of Tractor Dealers, Inc., Series A:
1.83%, 3/18/02                                                   3,500,000    3,486,478
2.05%, 5/3/02                                                    2,000,000    1,986,106
2.15%, 1/8/02                                                    3,000,000    2,998,746
2.25%, 1/22/02                                                     900,000      898,819
- ---------------------------------------------------------------------------------------
ING America Insurance Holdings, Inc.:
1.75%, 3/6/02                                                    4,000,000    3,987,555
2.19%, 2/7/02                                                    4,000,000    3,991,243
2.29%, 2/14/02                                                   3,000,000    2,991,897
- ---------------------------------------------------------------------------------------
Marsh U.S.A., Inc.:
2.33%, 1/9/02(1)                                                 2,000,000    1,998,964
- ---------------------------------------------------------------------------------------
Metropolitan Life Insurance Co.:
2.194%, 1/2/02(2)                                                3,500,000    3,500,000
- ---------------------------------------------------------------------------------------
Pacific Life Insurance Co.:
2.168%, 1/2/02(2)(3)                                             4,000,000    4,000,000
- ---------------------------------------------------------------------------------------
Travelers Insurance Co.:
2.08%, 9/13/02(2)(3)                                             2,000,000    2,000,000
                                                                            -----------
                                                                             31,839,808
- ---------------------------------------------------------------------------------------
Metals/Mining--1.7%
Rio Tinto America, Inc. (gtd. by Rio Tinto plc & Rio Tinto Ltd.):
1.80%, 3/21/02(1)                                                6,226,000    6,201,407
- ---------------------------------------------------------------------------------------
Nondurable Household Goods--2.7%
Gillette Co.:
1.82%, 4/2/02(1)                                                 5,000,000    4,976,997
3.31%, 2/25/02(1)                                                5,000,000    4,974,715
                                                                            -----------
                                                                              9,951,712

                         Oppenheimer Money Fund/VA


Statement of Investments  (Continued)

                                                   Principal    Value
                                                   Amount       See Note 1
- ----------------------------------------------------------------------------

Oil: International--1.6%
BP Amoco Capital plc:
2.24%, 4/3/02                                      $ 5,000,000  $  4,971,378
- ----------------------------------------------------------------------------
Chevron UK Investment plc (gtd. by Chevron Corp.):
2.38%, 1/14/02                                       1,000,000       999,141
                                                                ------------
                                                                   5,970,519
- ----------------------------------------------------------------------------
Special Purpose Financial--3.0%
Independence Funding LLC:
1.83%, 2/21/02(1)                                    2,000,000     1,994,815
- ----------------------------------------------------------------------------
K2 (USA) LLC:
2.08%, 4/22/02(1)                                    4,000,000     3,974,347
- ----------------------------------------------------------------------------
MONET Trust, Series 2000-1:
1.97%, 6/28/02(2)(3)                                 1,000,000     1,000,000
- ----------------------------------------------------------------------------
Sigma Finance, Inc.:
3.35%, 3/7/02(1)                                     4,000,000     3,975,806
                                                                ------------
                                                                  10,944,968
                                                                ------------
Total Short-Term Notes (Cost $231,765,702)                       231,765,702
============================================================================
U.S. Government Agencies-8.6%
- ----------------------------------------------------------------------------
Federal Home Loan Bank:
2.20%, 6/27/02                                      10,000,000     9,891,833
6.75%, 2/15/02                                       5,000,000     5,026,659
- ----------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.:
5.50%, 5/15/02                                       5,000,000     5,059,679
- ----------------------------------------------------------------------------
FNMA Master Credit Facility:
2.03%, 1/2/02                                        2,000,000     1,999,887
2.42%, 4/1/02                                        5,000,000     4,969,750
3.39%, 3/1/02                                        5,000,000     4,972,221
                                                                ------------
Total U.S. Government Agencies (Cost $31,920,029)                 31,920,029
- ----------------------------------------------------------------------------
Total Investments, at Value (Cost $361,836,707)           97.7%  361,836,707
- ----------------------------------------------------------------------------
Other Assets Net of Liabilities                            2.3     8,392,203
                                                    ----------  ------------
Net Assets                                               100.0% $370,228,910
                                                    ==========  ============


Short-term notes, bankers' acceptances, direct bank obligations and letters of
credit are generally traded on a discount basis; the interest rate is the
discount rate received by the Fund at the time of purchase. Other securities
normally bear interest at the rates shown.
1. Security issued in an exempt transaction without registration under the
Securities Act of 1933. Such securities amount to $133,180,947, or 35.97% of
the Fund's net assets and have been determined to be liquid pursuant to
guidelines adopted by the Board of Trustees.
2. Represents the current interest rate for a variable rate security.
3. Identifies issues considered to be illiquid-See Note 4 of Notes to Financial
Statements.

See accompanying Notes to Financial Statements.

                          Oppenheimer Money Fund/VA


Statement of Assets and Liabilities  December 31, 2001


============================================================================================

Assets
Investments, at value (cost $361,836,707)--see accompanying statement           $361,836,707
- --------------------------------------------------------------------------------------------
Cash                                                                                 139,751
- --------------------------------------------------------------------------------------------
Receivables and other assets:
Shares of beneficial interest sold                                                 8,134,937
Interest                                                                             418,870
Other                                                                                     10
                                                                                ------------
Total assets                                                                     370,530,275
============================================================================================
Liabilities
Payables and other liabilities:
Dividends                                                                            130,330
Shares of beneficial interest redeemed                                                82,106
Shareholder reports                                                                   44,942
Registration and filing fees                                                          26,082
Legal, auditing and other professional fees                                            9,726
Trustees' compensation                                                                   239
Other                                                                                  7,940
                                                                                ------------
Total liabilities                                                                    301,365
============================================================================================
Net Assets                                                                      $370,228,910
                                                                                ============
============================================================================================
Composition of Net Assets
Par value of shares of beneficial interest                                      $    370,207
- --------------------------------------------------------------------------------------------
Additional paid-in capital                                                       369,837,196
- --------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investment transactions                       21,507
                                                                                ------------
Net assets-applicable to 370,207,424 shares of beneficial interest outstanding  $370,228,910
                                                                                ============
============================================================================================
Net Asset Value, Redemption Price and Offering Price Per Share                         $1.00


See accompanying Notes to Financial Statements.

                         Oppenheimer Money Fund/VA


Statement of Operations  For the Year Ended December 31, 2001


=================================================================

Investment Income
Interest                                              $11,835,764
=================================================================
Expenses
Management fees                                         1,294,520
- -----------------------------------------------------------------
Shareholder reports                                        63,811
- -----------------------------------------------------------------
Registration and filing fees                               37,121
- -----------------------------------------------------------------
Custodian fees and expenses                                20,167
- -----------------------------------------------------------------
Legal, auditing and other professional fees                14,200
- -----------------------------------------------------------------
Transfer and shareholder servicing agent fees               6,656
- -----------------------------------------------------------------
Trustees'compensation                                       2,663
- -----------------------------------------------------------------
Other                                                      66,115
                                                      -----------
Total expenses                                          1,505,253
Less reduction to custodian expenses                      (19,790)
                                                      -----------
Net expenses                                            1,485,463
=================================================================
Net Investment Income                                  10,350,301
=================================================================
Net Realized Gain (Loss) on Investments                    35,731
=================================================================
Net Increase in Net Assets Resulting from Operations  $10,386,032
                                                      ===========


See accompanying Notes to Financial Statements.

                          Oppenheimer Money Fund/VA


Statements of Changes in Net Assets

                                                          Year Ended December 31,
                                                          2001                 2000
===========================================================================================

Operations
Net investment income (loss)                              $ 10,350,301         $ 12,227,808
- -------------------------------------------------------------------------------------------
Net realized gain (loss)                                        35,731                2,584
                                                          ------------         ------------
Net increase (decrease) in net
assets resulting from operations                            10,386,032           12,230,392
===========================================================================================
Dividends and/or Distributions to Shareholders             (10,350,301)         (12,227,808)
===========================================================================================
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from
beneficial interest transactions                           154,422,163           14,702,775
===========================================================================================
Net Assets
Total increase                                             154,457,894           14,705,359
- -------------------------------------------------------------------------------------------
Beginning of period                                        215,771,016          201,065,657
                                                          ------------         ------------
End of period                                             $370,228,910         $215,771,016
                                                          ============         ============


See accompanying Notes to Financial Statements.

                         Oppenheimer Money Fund/VA


Financial Highlights

                                               Year Ended December 31,
                                               2001        2000        1999       1998        1997
======================================================================================================

Per Share Operating Data
Net asset value, beginning of period              $1.00       $1.00       $1.00      $1.00       $1.00
- ------------------------------------------------------------------------------------------------------
Income from investment operations--net
investment income and net realized gain             .04         .06         .05        .05         .05
Dividends and/or distributions to shareholders     (.04)       (.06)       (.05)      (.05)       (.05)
- ------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $1.00       $1.00       $1.00      $1.00       $1.00
                                                  =====       =====       =====      =====       =====
======================================================================================================
Total Return(1)                                    3.85%       6.26%       4.96%      5.25%       5.31%
======================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)       $370,229    $215,771    $201,066   $151,799    $126,782
- ------------------------------------------------------------------------------------------------------
Average net assets (in thousands)              $288,106    $204,586    $166,727   $137,633    $133,707
- ------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income                              3.59%       5.98%       4.87%      5.12%       5.19%
Expenses                                           0.52%       0.51%       0.48%      0.50%(3)    0.48%(3)


1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns reflect changes in net investment income only. Total returns are not
annualized for periods less than one full year. Total return information
does not reflect expenses that apply at the separate account level or to
related insurance products. Inclusion of these charges would reduce the total
return figures for all periods shown.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

                          Oppenheimer Money Fund/VA


Notes To Financial Statements

===============================================================================
1. Significant Accounting Policies

Oppenheimer Money Fund/VA (the Fund) is a separate series of Oppenheimer
Variable Account Funds (the Trust), an open-end management investment company
registered under the Investment Company Act of 1940, as amended. The Fund's
investment objective is to seek maximum current income from investments in
"money market" securities consistent with low capital risk and the maintenance
of liquidity. The Trust's investment advisor is OppenheimerFunds, Inc. (the
Manager). The following is a summary of significant accounting policies
consistently followed by the Fund.
- -------------------------------------------------------------------------------
Securities Valuation. Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
- -------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires its custodian bank to take
possession, to have legally segregated in the Federal Reserve Book Entry System
or to have segregated within the custodian's vault, all securities held as
collateral for repurchase agreements. The market value of the underlying
securities is required to be at least 102% of the resale price at the time of
purchase. If the seller of the agreement defaults and the value of the
collateral declines, or if the seller enters an insolvency
proceeding, realization of the value of the collateral by the Fund may be
delayed or limited.
- -------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders.
- -------------------------------------------------------------------------------
Dividends And Distributions To Shareholders. Dividends and distributions
to shareholders, which are determined in accordance with income tax
regulations, are recorded on the ex-dividend date.
- -------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
- -------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

===============================================================================
2. Shares Of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                Year Ended December 31, 2001         Year Ended December 31, 2000
                                ------------------------------      --------------------------------
                                Shares           Amount             Shares             Amount
- ----------------------------------------------------------------------------------------------------

Sold                            1,020,448,982    $1,020,448,982    $ 668,734,451       $ 668,734,451
Dividends and/or
distributions reinvested           10,350,301        10,350,301       12,474,728          12,474,728
Redeemed                         (876,377,120)     (876,377,120)    (666,506,404)       (666,506,404)
                                -------------    --------------    -------------       -------------
Net increase (decrease)           154,422,163    $  154,422,163    $ 14,702,775        $  14,702,775
                                =============    ==============    =============       =============


                         Oppenheimer Money Fund/VA


Notes To Financial Statements  (continued)

===============================================================================
3. Fees And Other Transactions With Affiliates

Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Trust. The annual fees are 0.45% of
the first $500 million of average annual net assets, 0.425% of the next $500
million, 0.40% of the next $500 million and 0.375% of average annual net assets
in excess of $1.5 billion. The Fund's management fee for the year ended
December 31, 2001, was an annualized rate of 0.45%.
- -------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund. The
Fund pays OFS an agreed-upon per-account fee. Additionally, funds offered in
variable annuity separate accounts are subject to minimum fees of $5,000 for
assets of less than $10 million and $10,000 for assets of $10 million or
more. The Fund is subject to the minimum fee in the event that the per-account
fee does not equal or exceed the applicable minimum fee.
     OFS has voluntarily agreed to limit transfer and shareholder
servicingagent fees to 0.25% per annum of funds offered in variable annuity
separate accounts, effective January 1, 2001. This undertaking may be amended
or withdrawn at any time.
===============================================================================
4. Illiquid Securities

As of December 31, 2001, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Fund intends to invest no more than 10% of its net assets (determined at the
time of purchase and reviewed periodically) in illiquid securities. The
aggregate value of illiquid securities subject to this limitation as of
December 31, 2001, was $11,000,000, which represents 2.97% of the Fund's net
assets.




Independent Auditors' Report

================================================================================
The Board of Trustees and Shareholders of Oppenheimer High Income Fund/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer High Income Fund/VA (which is a series of Oppenheimer Variable
Account Funds), including the statement of investments, as of December 31, 2001,
and the related statement of operations for the year then ended, the statements
of changes in net assets for each of the two years in the period then ended, and
the financial highlights for the periods indicated. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 2001, by correspondence with the custodian
and brokers; where replies were not received from brokers, we performed other
auditing procedures. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Oppenheimer High Income Fund/VA as of December 31, 2001, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights for
the periods indicated, in conformity with accounting principles generally
accepted in the United States of America.


/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Denver, Colorado
January 23, 2002


                        Oppenheimer High Income Fund/VA



Statement of Investments  December 31, 2001

                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
=========================================================================================================================

Corporate Loans--0.1%
- -------------------------------------------------------------------------------------------------------------------------
Telergy, Inc., Sr. Sec. Credit Facilities Term Loan, Tranche A, 1/1/02(1)(2) (Cost $966,644)   $   986,362   $    246,590
=========================================================================================================================
Mortgage-Backed Obligations--1.6%
- -------------------------------------------------------------------------------------------------------------------------
AMRESCO Commercial Mortgage Funding I Corp., Multiclass Mtg
Pass-Through Certificates, Series 1997-C1, Cl. H, 7%, 6/17/29(1)                                   200,000        177,563
- -------------------------------------------------------------------------------------------------------------------------
Asset Securitization Corp., Commercial Mtg. Pass-Through Certificates:
Series 1997-D4, Cl. B1, 7.525%, 4/14/29(3)                                                         167,000        135,244
Series 1997-D4, Cl. B2, 7.525%, 4/14/29(3)                                                         167,000        130,260
Series 1997-D4, Cl. B3, 7.525%, 4/14/29(3)                                                         166,000        117,497
- -------------------------------------------------------------------------------------------------------------------------
CBA Mortgage Corp., Commercial Mtg. Pass-Through Certificates:
Series 1993-C1, Cl. E, 6.72%, 12/25/03(1)(3)                                                       250,000        247,998
Series 1993-C1, Cl. F, 6.72%, 12/25/03(3)(4)                                                       700,000        694,750
- -------------------------------------------------------------------------------------------------------------------------
First Chicago/Lennar Trust 1, Commercial Mtg. Pass-Through Certificates:
Series 1997-CHL1, Cl. D, 8.111%, 5/25/08(1)(3)                                                     300,000        274,406
Series 1997-CHL1, Cl. E, 8.111%, 2/25/11(1)(3)                                                   1,500,000      1,166,250
- -------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Capital I, Inc., Commercial Mtg. Pass-Through Certificates,
Series 1996-C1, Cl. E, 7.377%, 3/15/06(1)(3)                                                       835,342        795,156
- -------------------------------------------------------------------------------------------------------------------------
Mortgage Capital Funding, Inc., Commercial Mtg. Pass-Through Certificates,
Series 1997-MC1, Cl. F, 7.452%, 5/20/07(4)                                                         254,890        224,622
- -------------------------------------------------------------------------------------------------------------------------
Resolution Trust Corp., Commercial Mtg. Pass-Through Certificates:
Series 1994-C1, Cl. E, 8%, 6/25/26(1)                                                              509,163        508,845
Series 1995-C1, Cl. F, 6.90%, 2/25/27                                                              252,316        249,984
- -------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc., Commercial Mtg
Pass-Through Certificates, Series 1996-B, Cl. 1, 7.11%, 4/25/26(1)(3)                            1,266,553        905,586
                                                                                                             ------------
Total Mortgage-Backed Obligations (Cost $5,557,651)                                                             5,628,161
=========================================================================================================================
Loan Participations--0.7%
- -------------------------------------------------------------------------------------------------------------------------
Shoshone Partners Loan Trust Sr. Nts., 4.03%, 4/28/02 (representing
a basket of reference loans and a total return swap between
Chase Manhattan Bank and the Trust)(1)(3) (Cost $5,362,327)                                      5,360,000      2,367,707
=========================================================================================================================
Corporate Bonds and Notes--82.2%
- -------------------------------------------------------------------------------------------------------------------------
Aerospace/Defense--1.0%
Alliant Techsystems, Inc., 8.50% Sr. Unsec. Sub. Nts., 5/15/11                                     900,000        940,500
- -------------------------------------------------------------------------------------------------------------------------
BE Aerospace, Inc., 8.875% Sr. Unsec. Sub. Nts., 5/1/11                                            800,000        684,000
- -------------------------------------------------------------------------------------------------------------------------
Decrane Aircraft Holdings, Inc., 12% Sr. Unsec. Sub. Nts., Series B, 9/30/08                     1,750,000      1,645,000
- -------------------------------------------------------------------------------------------------------------------------
Fairchild Corp., 10.75% Sr. Unsec. Sub. Nts., 4/15/09                                            1,000,000        345,000
                                                                                                             ------------
                                                                                                                3,614,500


                        Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)

                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Chemicals--3.2%
Avecia Group plc, 11% Sr. Unsec. Nts., 7/1/09                                                  $   800,000   $    768,000
- -------------------------------------------------------------------------------------------------------------------------
ClimaChem, Inc., 10.75% Sr. Unsec. Nts., Series B, 12/1/07                                         250,000        113,750
- -------------------------------------------------------------------------------------------------------------------------
Compass Minerals Group, Inc., 10% Sr. Sub. Nts., 8/15/11(4)                                        700,000        729,750
- -------------------------------------------------------------------------------------------------------------------------
Georgia Gulf Corp., 10.375% Sr. Unsec. Sub. Nts., 11/1/07                                          250,000        262,500
- -------------------------------------------------------------------------------------------------------------------------
Huntsman Corp./ICI Chemical Co. plc:
10.125% Sr. Unsec. Sub. Nts., 7/1/09                                                               400,000        386,000
10.125% Sr. Unsec. Sub. Nts., 7/1/09(EUR)                                                          500,000        392,889
Zero Coupon Sr. Unsec. Disc. Nts., 13.09%, 12/31/09(5)                                             800,000        204,000
- -------------------------------------------------------------------------------------------------------------------------
IMC Global, Inc., 11.25% Sr. Nts., 6/1/11(4)                                                       300,000        321,000
- -------------------------------------------------------------------------------------------------------------------------
ISP Chemco, Inc., 10.25% Sr. Sub. Nts., 7/1/11(4)                                                1,000,000      1,050,000
- -------------------------------------------------------------------------------------------------------------------------
ISP Holdings, Inc., 10.625% Bonds, 12/15/09(4)                                                     500,000        502,500
- -------------------------------------------------------------------------------------------------------------------------
Lyondell Chemical Co.:
9.50% Sec. Nts., 12/15/08(4)                                                                     1,000,000        995,000
9.625% Sr. Sec. Nts., Series A, 5/1/07                                                             500,000        506,250
9.875% Sec. Nts., Series B, 5/1/07                                                                 400,000        403,000
10.875% Sr. Sub. Nts., 5/1/09                                                                      100,000         92,750
- -------------------------------------------------------------------------------------------------------------------------
Noveon, Inc., 11% Sr. Unsec. Sub. Nts., Series B, 2/28/11                                        1,200,000      1,266,000
- -------------------------------------------------------------------------------------------------------------------------
OM Group, Inc., 9.25% Sr. Sub. Nts., 12/15/11(4)                                                 1,000,000      1,025,000
- -------------------------------------------------------------------------------------------------------------------------
PCI Chemicals Canada, Inc., 9.25% Sec. Nts., 10/15/07(2)(6)                                        500,000        212,500
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Americas Acquisition Corp., 9.25% Sr. Nts., 6/15/07(2)(6)                                  700,000        200,375
- -------------------------------------------------------------------------------------------------------------------------
Polymer Group, Inc.:
8.75% Sr. Sub. Nts., 3/1/08                                                                      1,500,000        442,500
9% Sr. Unsec. Sub. Nts., Series B, 7/1/07(2)                                                       250,000         73,750
- -------------------------------------------------------------------------------------------------------------------------
Sterling Chemicals, Inc.:
11.75% Sr. Unsec. Sub. Nts., 8/15/06(2)                                                            300,000         22,500
12.375% Sr. Sec. Nts., Series B, 7/15/06(2)                                                      1,200,000      1,002,000
                                                                                                             ------------
                                                                                                               10,972,014
- -------------------------------------------------------------------------------------------------------------------------
Consumer Non-Durables--2.2%
AKI Holdings Corp., 0%/13.50% Sr. Disc. Debs., 7/1/09(1)(7)                                      1,080,000        545,400
- -------------------------------------------------------------------------------------------------------------------------
AKI, Inc., 10.50% Sr. Unsec. Nts., 7/1/08                                                        1,000,000        955,000
- -------------------------------------------------------------------------------------------------------------------------
Galey & Lord, Inc., 9.125% Sr. Unsec. Sub. Nts., 3/1/08                                            700,000        141,750
- -------------------------------------------------------------------------------------------------------------------------
Globe Manufacturing Corp., 10% Sr. Unsec. Sub. Nts., Series B, 8/1/08(1)(2)(6)                     900,000             --
- -------------------------------------------------------------------------------------------------------------------------
Holmes Products Corp., 9.875% Sr. Unsec. Sub. Nts., Series B, 11/15/07(1)                          425,000        147,687
- -------------------------------------------------------------------------------------------------------------------------
Pennzoil-Quaker State Co., 10% Sr. Nts., 11/1/08(4)                                              1,000,000      1,050,000
- -------------------------------------------------------------------------------------------------------------------------
Playtex Products, Inc., 9.375% Sr. Unsec. Sub. Nts., 6/1/11                                      1,000,000      1,060,000
- -------------------------------------------------------------------------------------------------------------------------
Revlon Consumer Products Corp.:
9% Sr. Nts., 11/1/06                                                                             1,100,000        759,000
12% Sr. Sec. Nts., 12/1/05(4)                                                                    2,000,000      1,997,500
- -------------------------------------------------------------------------------------------------------------------------
Salton, Inc., 10.75% Sr. Unsec. Sub. Nts., 12/15/05                                                800,000        788,000
- -------------------------------------------------------------------------------------------------------------------------
Styling Technology Corp., 10.875% Sr. Unsec. Sub. Nts., 7/1/08(1)(2)(6)                            600,000             --
                                                                                                             ------------
                                                                                                                7,444,337



                       Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Energy--5.5%
AEI Resources, Inc., 11.50% Sr. Sub. Nts., 12/15/06(1)(2)(6)                                   $   750,000   $     86,250
- -------------------------------------------------------------------------------------------------------------------------
Belden & Blake Corp., 9.875% Sr. Sub. Nts., 6/15/07                                                500,000        415,000
- -------------------------------------------------------------------------------------------------------------------------
BRL Universal Equipment Corp., 8.875% Sr. Sec. Nts., 2/15/08                                       500,000        522,500
- -------------------------------------------------------------------------------------------------------------------------
Chesapeake Energy Corp., 8.125% Sr. Unsec. Nts., 4/1/11                                            800,000        780,000
- -------------------------------------------------------------------------------------------------------------------------
Clark Refining & Marketing, Inc., 8.875% Sr. Sub. Nts., 11/15/07                                   500,000        407,500
- -------------------------------------------------------------------------------------------------------------------------
Denbury Management, Inc., 9% Sr. Sub. Nts., 3/1/08                                                 500,000        471,250
- -------------------------------------------------------------------------------------------------------------------------
Dresser, Inc., 9.375% Sr. Sub. Nts., 4/15/11                                                       500,000        512,500
- -------------------------------------------------------------------------------------------------------------------------
El Paso Energy Partners LP, 8.50% Sr. Unsec. Sub. Nts., Series B, 6/1/11                         1,000,000      1,015,000
- -------------------------------------------------------------------------------------------------------------------------
Empresa Electrica del Norte Grande SA, 10.50% Sr. Debs., 6/15/05(1)                              1,000,000        292,500
- -------------------------------------------------------------------------------------------------------------------------
Forest Oil Corp., 10.50% Sr. Unsec. Sub. Nts., 1/15/06                                             250,000        266,250
- -------------------------------------------------------------------------------------------------------------------------
Frontier Oil Corp., 11.75% Sr. Nts., 11/15/09(1)                                                   800,000        852,000
- -------------------------------------------------------------------------------------------------------------------------
Grant Geophysical, Inc., 9.75% Sr. Unsec. Nts., Series B, 2/15/08(1)                             1,025,000        722,625
- -------------------------------------------------------------------------------------------------------------------------
Hanover Equipment Trust, 8.50% Sr. Sec. Nts., Trust 2001, Cl. A, 9/1/08(4)                         500,000        522,500
- -------------------------------------------------------------------------------------------------------------------------
Hornbeck-Leevac Marine Services, Inc., 10.625% Sr. Nts., 8/1/08(4)                               1,500,000      1,530,000
- -------------------------------------------------------------------------------------------------------------------------
Leviathan Gas Pipeline Partners LP/Leviathan Finance Corp.,
10.375% Sr. Unsec. Sub. Nts., Series B, 6/1/09                                                     500,000        532,500
- -------------------------------------------------------------------------------------------------------------------------
Lone Star Technologies, Inc., 9% Sr. Sub. Nts., 6/1/11                                           1,000,000        845,000
- -------------------------------------------------------------------------------------------------------------------------
Ocean Rig Norway AS, 10.25% Sr. Sec. Nts., 6/1/08                                                1,600,000      1,400,000
- -------------------------------------------------------------------------------------------------------------------------
P&L Coal Holdings Corp., 9.625% Sr. Sub. Nts., Series B, 5/15/08                                   645,000        694,987
- -------------------------------------------------------------------------------------------------------------------------
Pogo Producing Co., 8.75% Sr. Sub. Nts., Series B, 5/15/07                                         800,000        822,000
- -------------------------------------------------------------------------------------------------------------------------
RAM Energy, Inc., 11.50% Sr. Unsec. Nts., 2/15/08                                                2,000,000      1,490,000
- -------------------------------------------------------------------------------------------------------------------------
SESI LLC, 8.875% Sr. Unsec. Nts., 5/15/11                                                          500,000        472,500
- -------------------------------------------------------------------------------------------------------------------------
Statia Terminals International NV/Statia Terminals (Canada), Inc.,
11.75% First Mtg. Nts., Series B, 11/15/03(1)                                                      225,000        232,875
- -------------------------------------------------------------------------------------------------------------------------
Stone Energy Corp.:
8.25% Sr. Sub. Nts., 12/15/11(4)                                                                   800,000        816,000
8.75% Sr. Sub. Nts., 9/15/07                                                                       735,000        753,375
- -------------------------------------------------------------------------------------------------------------------------
Universal Compression Holdings, Inc., 0%/9.875% Sr. Disc. Nts., 2/15/08(7)                       2,000,000      1,910,000
- -------------------------------------------------------------------------------------------------------------------------
Westport Resources Corp., 8.25% Sr. Unsec. Sub. Nts., 11/1/11(4)                                   600,000        609,000
                                                                                                             ------------
                                                                                                               18,974,112
- -------------------------------------------------------------------------------------------------------------------------
Financial--2.7%
Alamosa Delaware, Inc., 13.625% Sr. Unsec. Nts., 8/15/11                                           200,000        211,000
- -------------------------------------------------------------------------------------------------------------------------
AmeriCredit Corp., 9.875% Gtd. Sr. Nts., 4/15/06                                                   800,000        756,000
- -------------------------------------------------------------------------------------------------------------------------
AMRESCO, Inc., 9.875% Sr. Sub. Nts., Series 98-A, 3/15/05(2)                                       900,000        229,500
- -------------------------------------------------------------------------------------------------------------------------
Armkel Finance, Inc., 9.50% Sr. Sub. Nts., 8/15/09(4)                                              600,000        633,000
- -------------------------------------------------------------------------------------------------------------------------
Bank Plus Corp., 12% Sr. Nts., 7/18/07(1)                                                          517,000        550,605
- -------------------------------------------------------------------------------------------------------------------------
Finova Group, Inc. (The), 7.50% Nts., 11/15/09                                                   1,400,000        595,000
- -------------------------------------------------------------------------------------------------------------------------
IPC Acquisition Corp., 11.50% Sr. Sub. Nts., 12/15/09(4)                                           750,000        753,750
- -------------------------------------------------------------------------------------------------------------------------
IStar Financial, Inc., 8.75% Sr. Unsec. Nts., 8/15/08                                              750,000        751,450
- -------------------------------------------------------------------------------------------------------------------------
LaBranche & Co., Inc., 12% Sr. Unsec. Sub. Nts., 3/2/07                                            600,000        687,000
- -------------------------------------------------------------------------------------------------------------------------
Local Financial Corp., 11% Sr. Nts., 9/8/04(1)                                                     800,000        852,000



                        Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Financial  (continued)
Metris Cos., Inc.:
10% Sr. Unsec. Nts., 11/1/04(1)                                                                $   500,000   $    477,500
10.125% Sr. Unsec. Nts., 7/15/06(1)                                                              1,000,000        955,000
- -------------------------------------------------------------------------------------------------------------------------
Ocwen Capital Trust I, 10.875% Capital Nts., 8/1/27(1)                                             450,000        362,250
- -------------------------------------------------------------------------------------------------------------------------
Saul (B.F.) Real Estate Investment Trust, 9.75% Sr. Sec. Nts., Series B, 4/1/08(1)               1,500,000      1,462,500
                                                                                                             ------------
                                                                                                                9,276,555
- -------------------------------------------------------------------------------------------------------------------------
Food & Drug--1.1%
Family Restaurants, Inc.:
9.75% Sr. Nts., 2/1/02(1)(2)(6)                                                                  1,300,000         58,500
10.875% Sr. Sub. Disc. Nts., 2/1/04(1)(2)(6)                                                       100,000          3,500
- -------------------------------------------------------------------------------------------------------------------------
Fleming Cos., Inc.:
10.125% Sr. Unsec. Nts., 4/1/08                                                                    800,000        812,000
10.625% Sr. Sub. Nts., 7/31/07                                                                     400,000        384,000
10.625% Sr. Sub. Nts., Series B, 7/31/07                                                           600,000        576,000
- -------------------------------------------------------------------------------------------------------------------------
Pantry, Inc. (The), 10.25% Sr. Sub. Nts., 10/15/07                                                 325,000        320,937
- -------------------------------------------------------------------------------------------------------------------------
Rite Aid Corp., 11.25% Sr. Nts., 7/1/08(4)                                                       1,800,000      1,773,000
                                                                                                             ------------
                                                                                                                3,927,937
- -------------------------------------------------------------------------------------------------------------------------
Food/Tobacco--2.7%
Aurora Foods, Inc., 8.75% Sr. Sub. Nts., Series B, 7/1/08                                          700,000        640,500
- -------------------------------------------------------------------------------------------------------------------------
Del Monte Corp., 9.25% Sr. Unsec. Sub. Nts., 5/15/11                                             1,000,000      1,050,000
- -------------------------------------------------------------------------------------------------------------------------
Doane Pet Care Co., 9.75% Sr. Unsec. Sub. Nts., 5/15/07(1)                                         500,000        412,500
- -------------------------------------------------------------------------------------------------------------------------
Great Atlantic & Pacific Tea Co., Inc. (The), 9.125% Sr. Nts., 12/15/11                          1,000,000      1,007,500
- -------------------------------------------------------------------------------------------------------------------------
Ingles Markets, Inc., 8.875% Sr. Sub. Nts., 12/1/11(4)                                             400,000        395,000
- -------------------------------------------------------------------------------------------------------------------------
Michael Foods, Inc., 11.75% Sr. Unsec. Sub. Nts., 4/1/11                                           400,000        434,000
- -------------------------------------------------------------------------------------------------------------------------
New World Pasta Co., 9.25% Sr. Nts., 2/15/09(1)                                                    200,000        183,000
- -------------------------------------------------------------------------------------------------------------------------
Packaged Ice, Inc., 9.75% Sr. Unsec. Nts., Series B, 2/1/05                                      1,000,000        725,000
- -------------------------------------------------------------------------------------------------------------------------
Smithfield Foods, Inc.:
7.625% Sr. Unsec. Sub. Nts., 2/15/08(1)                                                            925,000        911,125
8% Sr. Nts., 10/15/09(4)                                                                         1,500,000      1,552,500
- -------------------------------------------------------------------------------------------------------------------------
Sparkling Spring Water Group Ltd., 11.50% Sr. Sec. Sub. Nts., 11/15/07(1)                        1,175,000        910,625
- -------------------------------------------------------------------------------------------------------------------------
United Biscuits Finance plc, 10.625% Sr. Sub. Nts., 4/15/11(EUR)                                 1,000,000      1,006,152
                                                                                                             ------------
                                                                                                                9,227,902
- -------------------------------------------------------------------------------------------------------------------------
Forest Products/Containers--2.9%
Ainsworth Lumber Co. Ltd., 12.50% Sr. Nts., 7/15/07(8)                                             400,000        398,000
- -------------------------------------------------------------------------------------------------------------------------
American Pad & Paper Co., 13% Sr. Sub. Nts., Series B, 11/15/05(1)(2)(6)                           200,000          1,200
- -------------------------------------------------------------------------------------------------------------------------
Applied Extrusion Technologies, Inc., 10.75% Sr. Nts., Series B, 7/1/11                          1,250,000      1,337,500
- -------------------------------------------------------------------------------------------------------------------------
Ball Corp.:
7.75% Sr. Unsec. Nts., 8/1/06(1)                                                                   700,000        749,000
8.25% Sr. Unsec. Sub. Nts., 8/1/08(1)                                                              800,000        848,000
- -------------------------------------------------------------------------------------------------------------------------
Doman Industries Ltd., 8.75% Sr. Nts., 3/15/04                                                   2,000,000        370,000
- -------------------------------------------------------------------------------------------------------------------------
Gaylord Container Corp., 9.75% Sr. Unsec. Nts., Series B, 6/15/07                                1,200,000      1,020,000
- -------------------------------------------------------------------------------------------------------------------------
Packaging Corp. of America, 9.625% Sr. Unsec. Sub. Nts., 4/1/09                                    750,000        825,000



                        Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Forest Products/Containers  (continued)
Repap New Brunswick, Inc.:
9% First Priority Sr. Sec. Nts., 6/1/04(1)                                                     $   450,000   $    474,750
11.50% Sr. Sec. Nts., 6/1/04                                                                       500,000        568,750
- -------------------------------------------------------------------------------------------------------------------------
Riverwood International Corp.:
10.625% Sr. Unsec. Nts., 8/1/07                                                                    700,000        738,500
10.875% Sr. Sub. Nts., 4/1/08                                                                      500,000        510,000
- -------------------------------------------------------------------------------------------------------------------------
Stone Container Corp.:
9.25% Sr. Unsec. Nts., 2/1/08                                                                    1,000,000      1,060,000
9.75% Sr. Unsec. Nts., 2/1/11                                                                    1,000,000      1,067,500
- -------------------------------------------------------------------------------------------------------------------------
U.S. Timberlands Co. LP, 9.625% Sr. Nts., 11/15/07                                                 300,000        202,500
                                                                                                             ------------
                                                                                                               10,170,700
- -------------------------------------------------------------------------------------------------------------------------
Gaming/Leisure--6.1%
Aztar Corp., 9% Sr. Sub. Nts., 8/15/11(4)                                                        1,250,000      1,293,750
- -------------------------------------------------------------------------------------------------------------------------
Capital Gaming International, Inc., 11.50% Promissory Nts., 8/1/1995(1)(2)(6)                        9,500           --
- -------------------------------------------------------------------------------------------------------------------------
Capstar Hotel Co., 8.75% Sr. Sub. Nts., 8/15/07                                                    340,000        286,450
- -------------------------------------------------------------------------------------------------------------------------
Coast Hotel & Casinos, Inc., 9.50% Sr. Unsec. Sub. Nts., 4/1/09                                    500,000        515,000
- -------------------------------------------------------------------------------------------------------------------------
Felcor Lodging LP:
8.50% Sr. Nts., 6/1/11                                                                             780,000        752,700
9.50% Sr. Unsec. Nts., 9/15/08(4)                                                                  400,000        403,000
- -------------------------------------------------------------------------------------------------------------------------
Florida Panthers Holdings, Inc., 9.875% Sr. Sub. Nts., 4/15/09(1)                                  800,000        828,000
- -------------------------------------------------------------------------------------------------------------------------
Hollywood Casino Corp., 11.25% Sr. Sec. Nts., 5/1/07                                               500,000        543,125
- -------------------------------------------------------------------------------------------------------------------------
Hollywood Park, Inc., 9.25% Sr. Unsec. Sub. Nts., Series B, 2/15/07                                500,000        435,000
- -------------------------------------------------------------------------------------------------------------------------
Horseshoe Gaming LLC, 9.375% Sr. Sub. Nts., 6/15/07                                              1,000,000      1,066,250
- -------------------------------------------------------------------------------------------------------------------------
Intrawest Corp., 9.75% Sr. Nts., 8/15/08                                                         1,300,000      1,274,000
- -------------------------------------------------------------------------------------------------------------------------
Jupiters Ltd., 8.50% Sr. Unsec. Nts., 3/1/06                                                     1,000,000      1,005,000
- -------------------------------------------------------------------------------------------------------------------------
Mandalay Resort Group, 10.25% Sr. Unsec. Sub. Nts., Series B, 8/1/07                               800,000        834,000
- -------------------------------------------------------------------------------------------------------------------------
Meristar Hospitality Corp.:
9% Sr. Nts., 1/15/08                                                                             1,000,000        955,000
9.125% Sr. Nts., 1/15/11                                                                           500,000        472,500
- -------------------------------------------------------------------------------------------------------------------------
Meristar Hospitality Operating Partnership/Finance Corp. II, 10.50% Sr. Nts., 6/15/09(4)         1,000,000      1,006,250
- -------------------------------------------------------------------------------------------------------------------------
MGM Mirage, Inc., 8.375% Sr. Unsec. Sub. Nts., 2/1/11                                            1,700,000      1,687,250
- -------------------------------------------------------------------------------------------------------------------------
Mohegan Tribal Gaming Authority:
8.375% Sr. Sub. Nts., 7/1/11                                                                     1,200,000      1,242,000
8.75% Sr. Unsec. Sub. Nts., 1/1/09                                                               1,500,000      1,560,000
- -------------------------------------------------------------------------------------------------------------------------
Premier Parks, Inc.:
0%/10% Sr. Disc. Nts., 4/1/08(7)                                                                 1,200,000      1,029,000
9.25% Sr. Nts., 4/1/06                                                                             600,000        606,000
9.75% Sr. Nts., 6/15/07                                                                            300,000        314,625
- -------------------------------------------------------------------------------------------------------------------------
Six Flags Entertainment Corp., 8.875% Sr. Nts., 4/1/06(1)                                        1,000,000      1,010,000
- -------------------------------------------------------------------------------------------------------------------------
Station Casinos, Inc., 9.75% Sr. Sub. Nts., 4/15/07                                                800,000        818,000
- -------------------------------------------------------------------------------------------------------------------------
Vail Resorts, Inc., 8.75% Sr. Sub. Nts., 5/15/09(4)                                                700,000        682,500
- -------------------------------------------------------------------------------------------------------------------------
Venetian Casino Resort LLC/Las Vegas Sands, Inc., 12.25% Mtg. Nts., 11/15/04                       400,000        402,000
                                                                                                             ------------
                                                                                                               21,021,400



                        Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Healthcare--3.7%
AmerisourceBergen Corp., 8.125% Sr. Nts., 9/1/08(4)                                            $ 1,000,000   $  1,030,000
- -------------------------------------------------------------------------------------------------------------------------
Beverly Enterprises, Inc., 9.625% Sr. Unsec. Nts., 4/15/09                                       1,125,000      1,186,875
- -------------------------------------------------------------------------------------------------------------------------
Charles River Laboratories International, Inc., 13.50% Sr. Sub. Nts., Series B, 10/1/09            715,000        861,575
- -------------------------------------------------------------------------------------------------------------------------
DaVita, Inc., 9.25% Sr. Unsec. Sub. Nts., Series B, 4/15/11                                        800,000        844,000
- -------------------------------------------------------------------------------------------------------------------------
Fresenius Medical Care Capital Trust II, 7.875% Nts., 2/1/08                                     2,525,000      2,537,625
- -------------------------------------------------------------------------------------------------------------------------
Fresenius Medical Care Capital Trust IV, 7.875% Trust Preferred Nts., 6/15/11                      500,000        500,000
- -------------------------------------------------------------------------------------------------------------------------
ICN Pharmaceuticals, Inc.:
8.75% Sr. Nts., 11/15/08(1)                                                                        300,000        337,500
9.75% Sr. Nts., 11/15/08(4)                                                                      1,065,000      1,198,125
- -------------------------------------------------------------------------------------------------------------------------
InSight Health Services Corp., 9.875% Sr. Sub. Nts., 11/1/11(4)                                    500,000        520,000
- -------------------------------------------------------------------------------------------------------------------------
Magellan Health Services, Inc.:
9% Sr. Sub. Nts., 2/15/08                                                                          900,000        805,500
9.375% Sr. Nts., 11/15/07(4)                                                                     1,000,000      1,020,000
- -------------------------------------------------------------------------------------------------------------------------
Unilab Corp., 12.75% Sr. Sub. Nts., 10/1/09(1)                                                     250,000        291,250
- -------------------------------------------------------------------------------------------------------------------------
VanGuard Health Systems, Inc., 9.75% Sr. Sub. Nts., 8/1/11(4)                                      500,000        527,500
- -------------------------------------------------------------------------------------------------------------------------
Vicar Operating, Inc., 9.875% Sr. Sub. Nts., 12/1/09(4)                                          1,000,000      1,025,000
                                                                                                             ------------
                                                                                                               12,684,950
- -------------------------------------------------------------------------------------------------------------------------
Housing--3.3%
Ainsworth Lumber Co. Ltd., 13.875% Sr. Sec. Nts., 7/15/07(4)                                       750,000        780,000
- -------------------------------------------------------------------------------------------------------------------------
CB Richard Ellis Services, Inc., 11.25% Sr. Unsec. Sub. Nts., 6/15/11                            1,500,000      1,290,000
- -------------------------------------------------------------------------------------------------------------------------
D.R. Horton, Inc.:
7.875% Sr. Nts., 8/15/11                                                                           800,000        784,000
9.75% Sr. Sub. Nts., 9/15/10                                                                       500,000        517,500
- -------------------------------------------------------------------------------------------------------------------------
Del Webb Corp., 10.25% Sr. Unsec. Sub. Nts., 2/15/10                                               600,000        646,500
- -------------------------------------------------------------------------------------------------------------------------
KB Home:
8.65% Sr. Sub. Nts., 12/15/08                                                                    1,500,000      1,515,000
9.50% Sr. Unsec. Sub. Nts., 2/15/11                                                              1,500,000      1,537,500
- -------------------------------------------------------------------------------------------------------------------------
Meritage Corp., 9.75% Sr. Unsec. Nts., 6/1/11                                                      500,000        518,125
- -------------------------------------------------------------------------------------------------------------------------
Nortek, Inc.:
9.125% Sr. Unsec. Nts., Series B, 9/1/07                                                           700,000        714,000
9.25% Sr. Nts., Series B, 3/15/07                                                                  500,000        512,500
9.875% Sr. Unsec. Sub. Nts., 6/15/11                                                               400,000        398,000
- -------------------------------------------------------------------------------------------------------------------------
Toll Corp., 8.25% Sr. Sub. Nts., 12/1/11                                                         1,500,000      1,492,500
- -------------------------------------------------------------------------------------------------------------------------
WCI Communities, Inc., 10.625% Sr. Unsec. Sub. Nts., 2/15/11                                       600,000        622,500
                                                                                                             ------------
                                                                                                               11,328,125
- -------------------------------------------------------------------------------------------------------------------------
Information Technology--1.8%
Amkor Technology, Inc.:
9.25% Sr. Unsec. Nts., 5/1/06                                                                      900,000        864,000
9.25% Sr. Unsec. Sub. Nts., 2/15/08                                                                600,000        570,000
- -------------------------------------------------------------------------------------------------------------------------
ASAT Finance LLC, 12.50% Sr. Unsec. Nts., 11/1/06                                                  325,000        222,625
- -------------------------------------------------------------------------------------------------------------------------
Cherokee International LLC, 10.50% Sr. Unsec. Sub. Nts., Series B, 5/1/09(1)                     1,000,000        505,000
- -------------------------------------------------------------------------------------------------------------------------
ChipPAC International Co. Ltd., 12.75% Sr. Unsec. Sub. Nts., Series B, 8/1/09                      500,000        462,500
- -------------------------------------------------------------------------------------------------------------------------
Fairchild Semiconductor Corp.:
10.375% Sr. Unsec. Nts., 10/1/07                                                                   850,000        890,375
10.50% Sr. Unsec. Sub. Nts., 2/1/09                                                              1,050,000      1,120,875



                      Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Information Technology  (continued)
Fisher Scientific International, Inc.:
9% Sr. Unsec. Sub. Nts., 2/1/08                                                                $   750,000   $    772,500
9% Sr. Unsec. Sub. Nts., 2/1/08                                                                    365,000        375,950
- -------------------------------------------------------------------------------------------------------------------------
Flextronics International Ltd., 9.875% Sr. Unsec. Sub. Nts., 7/1/10                                500,000        527,500
                                                                                                             ------------
                                                                                                                6,311,325
- -------------------------------------------------------------------------------------------------------------------------
Manufacturing--2.0%
Actuant Corp., 13% Sr. Sub. Nts., 5/1/09                                                           600,000        645,000
- -------------------------------------------------------------------------------------------------------------------------
Agco Corp., 9.50% Sr. Unsec. Nts., 5/1/08                                                        1,000,000      1,050,000
- -------------------------------------------------------------------------------------------------------------------------
Blount, Inc., 13% Sr. Sub. Nts., 8/1/09                                                            500,000        232,500
- -------------------------------------------------------------------------------------------------------------------------
Buhrmann US, Inc., 12.25% Sr. Unsec. Sub. Nts., 11/1/09                                            600,000        603,000
- -------------------------------------------------------------------------------------------------------------------------
Burke Industries, Inc., 10% Sr. Sub. Nts., 8/15/07(1)(2)                                           400,000         34,000
- -------------------------------------------------------------------------------------------------------------------------
Eagle-Picher Industries, Inc., 9.375% Sr. Unsec. Sub. Nts., 3/1/08                                 850,000        471,750
- -------------------------------------------------------------------------------------------------------------------------
Exide Corp., 10% Sr. Unsec. Nts., 4/15/05                                                          750,000        213,750
- -------------------------------------------------------------------------------------------------------------------------
Grove Worldwide LLC, 9.25% Sr. Sub. Nts., 5/1/08(1)(2)(6)                                        1,600,000         40,000
- -------------------------------------------------------------------------------------------------------------------------
Hydrochem Industrial Services, Inc., 10.375% Sr. Sub. Nts., 8/1/07(1)                              250,000        181,250
- -------------------------------------------------------------------------------------------------------------------------
Insilco Corp., 12% Sr. Sub. Nts., 8/15/07(1)                                                     1,200,000        186,000
- -------------------------------------------------------------------------------------------------------------------------
International Wire Group, Inc., 11.75% Sr. Sub. Nts., Series B, 6/1/05                             500,000        412,500
- -------------------------------------------------------------------------------------------------------------------------
Jordan Industries, Inc., 10.375% Sr. Unsec. Nts., Series D, 8/1/07                                 700,000        353,500
- -------------------------------------------------------------------------------------------------------------------------
Louisiana-Pacific Corp., 10.875% Sr. Sub. Nts., 11/15/08                                           250,000        241,250
- -------------------------------------------------------------------------------------------------------------------------
Moll Industries, Inc., 10.50% Sr. Unsec. Sub. Nts., 7/1/08(1)                                      560,000        103,600
- -------------------------------------------------------------------------------------------------------------------------
Roller Bearing Co. of America, Inc., 9.625% Sr. Sub. Nts., Series B, 6/15/07(1)                    560,000        492,800
- -------------------------------------------------------------------------------------------------------------------------
Terex Corp.:
8.875% Sr. Unsec. Sub. Nts., 4/1/08                                                                400,000        396,000
8.875% Sr. Unsec. Sub. Nts., Series C, 4/1/08                                                      400,000        396,000
9.25% Sr. Sub. Nts., 7/15/11(4)                                                                    800,000        804,000
                                                                                                             ------------
                                                                                                                6,856,900
- -------------------------------------------------------------------------------------------------------------------------
Media/Entertainment: Broadcasting--1.7%
AMFM Operating, Inc., 12.625% Sr. Sub. Debs., Series E, 10/31/06(1)(8)                             148,500        158,709
- -------------------------------------------------------------------------------------------------------------------------
Chancellor Media Corp., 8.75% Sr. Unsec. Sub. Nts., Series B, 6/15/07                              975,000      1,018,875
- -------------------------------------------------------------------------------------------------------------------------
Cumulus Media, Inc., 10.375% Sr. Unsec. Sub. Nts., 7/1/08                                          900,000        947,250
- -------------------------------------------------------------------------------------------------------------------------
Emmis Communications Corp., 8.125% Sr. Unsec. Sub. Nts., Series B, 3/15/09                       1,000,000        962,500
- -------------------------------------------------------------------------------------------------------------------------
Radio One, Inc., 8.875% Sr. Unsec. Sub. Nts., Series B, 7/1/11                                   1,000,000      1,037,500
- -------------------------------------------------------------------------------------------------------------------------
Spanish Broadcasting System, Inc., 9.625% Sr. Unsec. Sub. Nts., 11/1/09                            800,000        796,000
- -------------------------------------------------------------------------------------------------------------------------
Young Broadcasting, Inc., 8.50% Sr. Unsec. Nts., 12/15/08(4)                                       800,000        808,000
                                                                                                             ------------
                                                                                                                5,728,834
- -------------------------------------------------------------------------------------------------------------------------
Media/Entertainment: Cable/Wireless Video--10.0%
Adelphia Communications Corp.:
7.875% Sr. Unsec. Nts., 5/1/09                                                                     360,000        331,650
8.125% Sr. Nts., Series B, 7/15/03                                                               1,000,000        997,500
8.375% Sr. Nts., Series B, 2/1/08                                                                1,000,000        931,250
9.25% Sr. Nts., 10/1/02                                                                            390,000        394,387
9.875% Sr. Nts., Series B, 3/1/07                                                                  140,000        139,475
10.25% Sr. Unsec. Sub. Nts., 6/15/11                                                             2,800,000      2,807,000
10.50% Sr. Unsec. Nts., Series B, 7/15/04                                                          340,000        342,975
10.875% Sr. Unsec. Nts., 10/1/10                                                                   250,000        256,562



                        Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Media/Entertainment: Cable/Wireless Video  (continued)
Charter Communications Holdings LLC/Charter
Communications Holdings Capital Corp.:
0%/9.92% Sr. Unsec. Disc. Nts., 4/1/11(7)(9)                                                   $ 3,150,000   $  2,295,562
0%/11.75% Sr. Unsec. Sub. Disc. Nts., 5/15/11(7)                                                 5,000,000      3,100,000
8.25% Sr. Unsec. Nts., 4/1/07                                                                      350,000        338,188
10% Sr. Nts., 4/1/09                                                                               800,000        825,000
10.75% Sr. Unsec. Nts., 10/1/09                                                                  4,200,000      4,452,000
11.125% Sr. Unsec. Nts., 1/15/11                                                                 1,000,000      1,065,000
- -------------------------------------------------------------------------------------------------------------------------
Classic Cable, Inc., 10.50% Sr. Sub. Nts., 3/1/10(2)                                             1,000,000        255,000
- -------------------------------------------------------------------------------------------------------------------------
CSC Holdings, Inc., 7.875% Sr. Unsec. Debs., 2/15/18                                             1,000,000        975,831
- -------------------------------------------------------------------------------------------------------------------------
Diamond Cable Communications plc, 11.75% Sr. Disc. Nts., 12/15/05                                  800,000        212,000
- -------------------------------------------------------------------------------------------------------------------------
Diamond Holdings plc, 9.125% Sr. Nts., 2/1/08                                                      400,000        286,000
- -------------------------------------------------------------------------------------------------------------------------
Diva Systems Corp., 0%/12.625% Sr. Disc. Nts., Series B, 3/1/08(1)(7)                              500,000         82,500
- -------------------------------------------------------------------------------------------------------------------------
EchoStar Broadband Corp., 10.375% Sr. Unsec. Nts., 10/1/07                                       2,700,000      2,841,750
- -------------------------------------------------------------------------------------------------------------------------
EchoStar DBS Corp., 9.375% Sr. Unsec. Nts., 2/1/09                                               1,000,000      1,035,000
- -------------------------------------------------------------------------------------------------------------------------
Insight Communications Co., Inc., 0%/12.25% Sr. Disc. Nts., 2/15/11(7)                           1,500,000        892,500
- -------------------------------------------------------------------------------------------------------------------------
Insight Midwest LP/Insight Capital, Inc., 9.75% Sr. Nts., 10/1/09                                  700,000        742,000
- -------------------------------------------------------------------------------------------------------------------------
Mediacom LLC/Mediacom Capital Corp., 9.50% Sr. Unsec. Nts., 1/15/13                              1,600,000      1,668,000
- -------------------------------------------------------------------------------------------------------------------------
NTL Communications Corp.:
0%/9.75% Sr. Unsec. Nts., Series B, 4/15/09(7)(GBP)                                              2,725,000        961,747
0%/11.50% Sr. Nts., 11/15/09(7)(EUR)                                                               500,000         92,379
- -------------------------------------------------------------------------------------------------------------------------
NTL, Inc., 0%/10.75% Sr. Unsec. Unsub. Nts., Series B, 4/1/08(7)(GBP)                              500,000        196,479
- -------------------------------------------------------------------------------------------------------------------------
Rogers Communications, Inc., 8.75% Sr. Nts., 7/15/07(CAD)                                          500,000        311,658
- -------------------------------------------------------------------------------------------------------------------------
Sinclair Broadcast Group, Inc.:
8.75% Sr. Sub. Nts., 12/15/11(4)                                                                   800,000        804,000
10% Sr. Sub. Nts., 9/30/05                                                                         500,000        516,665
- -------------------------------------------------------------------------------------------------------------------------
Telewest Communications plc:
0%/9.25% Sr. Disc. Nts., 4/15/09(7)                                                              2,900,000      1,286,875
0%/9.875% Sr. Disc. Nts., 4/15/09(7)(GBP)                                                        1,300,000        813,569
0%/11.375% Sr. Disc. Nts., 2/1/10(7)                                                               800,000        312,000
11.25% Sr. Nts., 11/1/08                                                                         1,990,000      1,462,650
- -------------------------------------------------------------------------------------------------------------------------
United International Holdings, Inc., 0%/10.75% Sr. Disc. Nts., Series B, 2/15/08(7)              1,040,000        306,800
- -------------------------------------------------------------------------------------------------------------------------
United Pan-Europe Communications NV:
0%/13.375% Sr. Unsec. Disc. Nts., Series B, 11/1/09(7)                                           1,000,000         85,000
10.875% Sr. Unsec. Nts., Series B, 8/1/09                                                          600,000         81,000
11.25% Sr. Nts., Series B, 11/1/09(EUR)                                                            500,000         70,119
                                                                                                             ------------
                                                                                                               34,568,071



                      Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)

                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Media/Entertainment: Diversified Media--2.6%
Ackerley Group, Inc., 9% Sr. Unsec. Sub. Nts., Series B, 1/15/09                               $   600,000   $    639,750
- -------------------------------------------------------------------------------------------------------------------------
Adelphia Communications Corp., 10.25% Sr. Unsec. Nts., 11/1/06                                     500,000        512,500
- -------------------------------------------------------------------------------------------------------------------------
AMC Entertainment, Inc., 9.50% Sr. Unsec. Sub. Nts., 2/1/11                                      1,200,000      1,171,500
- -------------------------------------------------------------------------------------------------------------------------
Carmike Cinemas, Inc., 9.375% Gtd. Sr. Sub. Nts., Series B, 2/1/09(2)(6)                         1,250,000      1,306,250
- -------------------------------------------------------------------------------------------------------------------------
GSP I Corp., 10.15% First Mtg. Bonds, 6/24/10(4)                                                   386,664        396,536
- -------------------------------------------------------------------------------------------------------------------------
Key3Media Group, Inc., 11.25% Sr. Sub. Nts., 6/15/11                                             2,000,000      1,690,000
- -------------------------------------------------------------------------------------------------------------------------
Lamar Advertising Co., 9.625% Sr. Unsec. Sub. Nts., 12/1/06                                        500,000        524,375
- -------------------------------------------------------------------------------------------------------------------------
Mail-Well I Corp., 8.75% Sr. Unsec. Sub. Nts., Series B, 12/15/08                                1,000,000        785,000
- -------------------------------------------------------------------------------------------------------------------------
Penton Media, Inc., 10.375% Sr. Unsec. Sub. Nts., 6/15/11                                        2,200,000      1,265,000
- -------------------------------------------------------------------------------------------------------------------------
WRC Media, Inc./Weekly Reader Corp./Compass Learning Corp.,
12.75% Sr. Sub. Nts., 11/15/09                                                                     750,000        755,625
                                                                                                             ------------
                                                                                                                9,046,536
- -------------------------------------------------------------------------------------------------------------------------
Media/Entertainment: Telecommunications--3.4%
360networks, Inc.:
13% Sr. Unsec. Nts., 5/1/08(1)(2)(EUR)                                                             500,000             45
13% Sr. Unsec. Nts., 5/1/08(1)(2)                                                                  400,000             40
- -------------------------------------------------------------------------------------------------------------------------
Allegiance Telecom, Inc., 0%/11.75% Sr. Unsec. Disc. Nts., Series B, 2/15/08(7)                  1,000,000        445,000
- -------------------------------------------------------------------------------------------------------------------------
COLO.com, Inc., 13.875% Sr. Nts., 3/15/10(1)(2)(6)                                                 600,000         15,000
- -------------------------------------------------------------------------------------------------------------------------
COLT Telecom Group plc:
7.625% Bonds, 7/31/08(DEM)                                                                       1,000,000        334,612
12% Sr. Unsec. Disc. Nts., 12/15/06(1)                                                             200,000        177,000
- -------------------------------------------------------------------------------------------------------------------------
Concentric Network Corp., 12.75% Sr. Unsec. Nts., 12/15/07(2)                                      800,000         92,000
- -------------------------------------------------------------------------------------------------------------------------
Covad Communications Group, Inc., 0%/13.50% Sr. Disc. Nts., 3/15/08(1)(2)(6)(7)                  1,000,000        155,000
- -------------------------------------------------------------------------------------------------------------------------
Dobson Communications Corp., 10.875% Sr. Unsec. Nts., 7/1/10                                       500,000        518,750
- -------------------------------------------------------------------------------------------------------------------------
EchoStar DBS Corp., 9.125% Sr. Nts., 1/15/09(4)                                                    300,000        302,250
- -------------------------------------------------------------------------------------------------------------------------
Equinix, Inc., 13% Sr. Unsec. Nts., 12/1/07(1)                                                   1,000,000        340,000
- -------------------------------------------------------------------------------------------------------------------------
ESAT Telecom Group plc, 11.875% Sr. Unsec. Unsub. Nts., 11/1/09(1)(EUR)                            500,000        507,528
- -------------------------------------------------------------------------------------------------------------------------
Exodus Communications, Inc., 10.75% Sr. Nts., 12/15/09(2)(EUR)                                   1,000,000        155,820
- -------------------------------------------------------------------------------------------------------------------------
FirstWorld Communications, Inc., 0%/13% Sr. Disc. Nts., 4/15/08(1)(7)                              500,000             50
- -------------------------------------------------------------------------------------------------------------------------
FLAG Telecom Holdings Ltd., 11.625% Sr. Nts., 3/30/10EUR                                           250,000         93,492
- -------------------------------------------------------------------------------------------------------------------------
Focal Communications Corp., 11.875% Sr. Unsec. Nts., Series B, 1/15/10                             100,000         41,500
- -------------------------------------------------------------------------------------------------------------------------
Global Crossing Holdings Ltd., 8.70% Sr. Unsec. Nts., 8/1/07(2)                                  1,500,000        142,500
- -------------------------------------------------------------------------------------------------------------------------
Global TeleSystems, Inc., 10.50% Sr. Unsec. Bonds, 12/1/06(1)(2)(6)(EUR)                           350,000         28,048
- -------------------------------------------------------------------------------------------------------------------------
Globix Corp., 12.50% Sr. Unsec. Nts., 2/1/10(2)                                                    500,000        102,500
- -------------------------------------------------------------------------------------------------------------------------
GST Telecommunications, Inc., 0%/12.75% Sr. Sub. Nts., 11/15/07(1)(2)(6)(7)                      1,250,000         12,500
- -------------------------------------------------------------------------------------------------------------------------
Intermedia Communications, Inc., 0%/12.25% Sr. Disc. Nts., Series B, 3/1/09(7)                   1,200,000      1,075,500
- -------------------------------------------------------------------------------------------------------------------------
Jazztel plc, 13.25% Sr. Unsec. Nts., 12/15/09(EUR)                                                 750,000        263,781
- -------------------------------------------------------------------------------------------------------------------------
KMC Telecom Holdings, Inc., 0%/12.50% Sr. Unsec. Disc. Nts., 2/15/08(7)                          2,500,000        112,500
- -------------------------------------------------------------------------------------------------------------------------
KPNQwest BV, 8.875% Sr. Nts., 2/1/08(1)(EUR)                                                       500,000        227,052
- -------------------------------------------------------------------------------------------------------------------------
Leap Wireless International, Inc., 0%/14.50% Sr. Unsec. Disc. Nts., 4/15/10(7)                   1,400,000        504,000



                        Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)

                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Media/Entertainment: Telecommunications  (continued)
Level 3 Communications, Inc.:
0%/10.50% Sr. Disc. Nts., 12/1/08(7)                                                           $ 2,000,000   $    570,000
0%/12.875% Sr. Unsec. Disc. Nts., 3/15/10(7)                                                     2,000,000        470,000
- -------------------------------------------------------------------------------------------------------------------------
McLeodUSA, Inc., 0%/10.50% Sr. Disc. Nts., 3/1/07(2)(6)(7)                                       1,000,000        200,000
- -------------------------------------------------------------------------------------------------------------------------
Metromedia Fiber Network, Inc.:
10% Sr. Nts., 12/15/09(EUR)                                                                        500,000        111,300
10% Sr. Unsec. Nts., Series B, 11/15/08                                                            600,000        177,000
- -------------------------------------------------------------------------------------------------------------------------
Metromedia International Group, Inc., 3.728% Sr. Unsec. Disc. Nts., 9/30/07(1)(3)                  241,834        107,616
- -------------------------------------------------------------------------------------------------------------------------
Netia Holdings BV, 11% Sr. Disc. Nts., 11/1/07(2)(DEM)                                             500,000         38,697
- -------------------------------------------------------------------------------------------------------------------------
Netia Holdings II BV, 13.125% Sr. Nts., Series B, 6/15/09(2)                                     1,350,000        222,750
- -------------------------------------------------------------------------------------------------------------------------
NorthPoint Communications Group, Inc., 12.875% Nts., 2/15/10(2)(6)                                 800,000        168,000
- -------------------------------------------------------------------------------------------------------------------------
Ntelos, Inc., 13% Sr. Nts., 8/15/10(1)                                                           1,000,000        725,000
- -------------------------------------------------------------------------------------------------------------------------
OpTel, Inc., 13% Sr. Nts., Series B, 2/15/05(1)(2)(6)                                              750,000        341,250
- -------------------------------------------------------------------------------------------------------------------------
PSINet, Inc.:
10.50% Sr. Unsec. Nts., 12/1/06(1)(2)(6)(EUR)                                                    1,000,000         62,328
11% Sr. Nts., 8/1/09(2)                                                                          1,000,000         80,000
- -------------------------------------------------------------------------------------------------------------------------
RCN Corp.:
0%/9.80% Sr. Disc. Nts., Series B, 2/15/08(7)                                                      274,000         75,350
10.125% Sr. Unsec. Nts., 1/15/10                                                                   357,000        149,940
- -------------------------------------------------------------------------------------------------------------------------
Rhythms NetConnections, Inc., 14% Sr. Unsec. Nts., Series B, 2/15/10(2)                            800,000         68,000
- -------------------------------------------------------------------------------------------------------------------------
Tele1 Europe BV, 11.875% Sr. Nts., 12/1/09(EUR)                                                    400,000        119,314
- -------------------------------------------------------------------------------------------------------------------------
Teligent, Inc., 11.50% Sr. Nts., 12/1/07(1)(2)(6)                                                  400,000          2,000
- -------------------------------------------------------------------------------------------------------------------------
Time Warner Telecom LLC/Time Warner Telecom, Inc., 9.75% Sr. Nts., 7/15/08                         200,000        161,500
- -------------------------------------------------------------------------------------------------------------------------
Time Warner Telecom, Inc., 10.125% Sr. Unsec. Sub. Nts., 2/1/11                                    200,000        161,500
- -------------------------------------------------------------------------------------------------------------------------
Triton PCS, Inc., 8.75% Sr. Sub. Nts., 11/15/11(4)                                               1,200,000      1,206,000
- -------------------------------------------------------------------------------------------------------------------------
Versatel Telecom International NV, 11.875% Sr. Nts., 7/15/09                                       500,000        172,500
- -------------------------------------------------------------------------------------------------------------------------
Viatel, Inc., 11.25% Sr. Sec. Nts., 4/15/08(1)(2)                                                  600,000          2,250
- -------------------------------------------------------------------------------------------------------------------------
Williams Communications Group, Inc., 10.875% Sr. Unsec. Nts., 10/1/09                              800,000        332,000
- -------------------------------------------------------------------------------------------------------------------------
Winstar Communications, Inc., 12.75% Sr. Nts., 4/15/10(1)(2)(6)                                  1,000,000          3,750
- -------------------------------------------------------------------------------------------------------------------------
XO Communications, Inc.:
0%/12.25% Sr. Unsec. Disc. Nts., 6/1/09(2)(7)                                                      500,000         42,500
9% Sr. Unsec. Nts., 3/15/08(2)                                                                     800,000        100,000
9.625% Sr. Nts., 10/1/07(2)                                                                        500,000         62,500
10.75% Sr. Unsec. Nts., 11/15/08(2)                                                                200,000         25,000
                                                                                                             ------------
                                                                                                               11,604,513
- -------------------------------------------------------------------------------------------------------------------------
Media/Entertainment: Wireless Communications--9.2%
AirGate PCS, Inc., 0%/13.50% Sr. Sub. Disc. Nts., 10/1/09(7)                                     1,000,000        765,000
- -------------------------------------------------------------------------------------------------------------------------
Alamosa Delaware, Inc., 12.50% Sr. Unsec. Nts., 2/1/11                                             200,000        205,000
- -------------------------------------------------------------------------------------------------------------------------
American Cellular Corp., 9.50% Sr. Sub. Nts., 10/15/09                                           1,000,000        975,000
- -------------------------------------------------------------------------------------------------------------------------
American Tower Corp., 9.375% Sr. Nts., 2/1/09                                                    1,000,000        810,000
- -------------------------------------------------------------------------------------------------------------------------
CellNet Data Systems, Inc., 0%/14% Sr. Unsec. Disc. Nts., 10/1/07(1)(2)(7)                       1,834,000          2,293
- -------------------------------------------------------------------------------------------------------------------------
Centennial Cellular Corp., 10.75% Sr. Sub. Nts., 12/15/08                                          800,000        676,000



                      Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)

                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Media/Entertainment: Wireless Communications (continued)
Crown Castle International Corp.:
0%/10.375% Sr. Disc. Nts., 5/15/11(7)                                                          $   300,000   $    187,500
0%/10.625% Sr. Unsec. Disc. Nts., 11/15/07(7)                                                      940,000        794,300
9% Sr. Nts., 5/15/11                                                                               400,000        360,000
9.375% Sr. Nts., 8/1/11                                                                            400,000        369,000
- -------------------------------------------------------------------------------------------------------------------------
CTI Holdings SA, 0%/11.50% Sr. Deferred Coupon Nts., 4/15/08(2)(6)(7)                            1,000,000        102,500
- -------------------------------------------------------------------------------------------------------------------------
Horizon PCS, Inc., 0%/14% Sr. Unsec. Sub. Nts., 10/1/10(7)                                       1,600,000        832,000
- -------------------------------------------------------------------------------------------------------------------------
IPCS, Inc., 0%/14% Sr. Unsec. Disc. Nts., 7/15/10(7)                                               750,000        498,750
- -------------------------------------------------------------------------------------------------------------------------
Leap Wireless International, Inc., 12.50% Sr. Nts., 4/15/10                                        700,000        535,500
- -------------------------------------------------------------------------------------------------------------------------
Loral Space & Communications Ltd., 9.50% Sr. Nts., 1/15/06                                         700,000        388,500
- -------------------------------------------------------------------------------------------------------------------------
Microcell Telecommunications, Inc.:
0%/12% Sr. Unsec. Disc. Nts., 6/1/09(7)                                                          1,000,000        465,000
14% Sr. Disc. Nts., Series B, 6/1/06                                                               700,000        600,250
- -------------------------------------------------------------------------------------------------------------------------
Millicom International Cellular SA, 13.50% Sr. Disc. Nts., 6/1/06                                  300,000        199,500
- -------------------------------------------------------------------------------------------------------------------------
Nextel Communications, Inc.:
0%/10.65% Sr. Disc. Nts., 9/15/07(7)                                                               700,000        537,250
9.375% Sr. Unsec. Nts., 11/15/09                                                                 4,000,000      3,170,000
12% Sr. Unsec. Nts., 11/1/08                                                                       250,000        221,875
- -------------------------------------------------------------------------------------------------------------------------
Omnipoint Corp., 11.50% Sr. Nts., 9/15/09(4)                                                     2,200,000      2,552,000
- -------------------------------------------------------------------------------------------------------------------------
ORBCOMM Global LP/ORBCOMM Capital Corp., 14% Sr. Nts., 8/15/04(1)(2)(6)                            600,000         21,000
- -------------------------------------------------------------------------------------------------------------------------
Orion Network Systems, Inc., 0%/12.50% Sr. Disc. Nts., 1/15/07(7)                                1,150,000        563,500
- -------------------------------------------------------------------------------------------------------------------------
Pinnacle Holdings, Inc., 0%/10% Sr. Unsec. Disc. Nts., 3/15/08(7)                                  500,000        125,000
- -------------------------------------------------------------------------------------------------------------------------
Polska Telefoniz Cyfrowa International Financial II SA, 11.25% Sr. Sub. Nts., 12/1/09(EUR)         400,000        360,612
- -------------------------------------------------------------------------------------------------------------------------
Price Communications Wireless, Inc., 9.125% Sr. Sec. Nts., Series B, 12/15/06(1)                   500,000        532,500
- -------------------------------------------------------------------------------------------------------------------------
Real Time Data Co., 13% Disc. Nts., 5/31/09(1)(8)                                                  476,601        491,628
- -------------------------------------------------------------------------------------------------------------------------
Rural Cellular Corp., 9.625% Sr. Sub. Nts., Series B, 5/15/08                                      900,000        931,500
- -------------------------------------------------------------------------------------------------------------------------
SBA Communications Corp.:
0%/12% Sr. Unsec. Disc. Nts., 3/1/08(7)                                                          2,820,000      2,129,100
10.25% Sr. Unsec. Nts., 2/1/09                                                                     500,000        430,000
- -------------------------------------------------------------------------------------------------------------------------
Spectrasite Holdings, Inc.:
0%/11.25% Sr. Unsec. Disc. Nts., 4/15/09(7)                                                        400,000        106,000
0%/12% Sr. Disc. Nts., 7/15/08(7)                                                                1,640,000        516,600
- -------------------------------------------------------------------------------------------------------------------------
TeleCorp PCS, Inc.:
0%/11.625% Sr. Unsec. Sub. Disc. Nts., 4/15/09(7)                                                  800,000        700,000
10.625% Sr. Unsec. Sub. Nts., 7/15/10                                                            1,600,000      1,864,000
- -------------------------------------------------------------------------------------------------------------------------
Tritel PCS, Inc.:
0%/12.75% Sr. Unsec. Sub. Disc. Nts., 5/15/09(7)                                                   800,000        684,000
10.375% Sr. Sub. Nts., 1/15/11                                                                   1,500,000      1,725,000
- -------------------------------------------------------------------------------------------------------------------------
Triton PCS, Inc.:
0%/11% Sr. Unsec. Sub. Disc. Nts., 5/1/08(7)                                                       600,000        546,000
9.375% Sr. Unsec. Sub. Nts., 2/1/11                                                                600,000        624,000
- -------------------------------------------------------------------------------------------------------------------------
US Unwired, Inc., 0%/13.375% Sr. Unsec. Sub. Disc. Nts., Series B, 11/1/09(7)                    1,600,000      1,136,000
- -------------------------------------------------------------------------------------------------------------------------
VoiceStream Wireless Corp., 10.375% Sr. Unsec. Nts., 11/15/09                                    2,703,000      3,081,420
                                                                                                             ------------
                                                                                                               31,815,078



                        Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Metals/Minerals--2.1%
AK Steel Corp., 7.875% Sr. Unsec. Nts., 2/15/09                                                $   500,000   $    492,500
- -------------------------------------------------------------------------------------------------------------------------
California Steel Industries Corp., 8.50% Sr. Unsec. Nts., Series B, 4/1/09                         300,000        295,500
- -------------------------------------------------------------------------------------------------------------------------
Century Aluminum Co., 11.75% Sr. Sec. Nts., 4/15/08                                              1,000,000      1,040,000
- -------------------------------------------------------------------------------------------------------------------------
Great Lakes Carbon Corp., 10.25% Sr. Sub. Nts., Series B, 5/15/08                                1,588,125        960,816
- -------------------------------------------------------------------------------------------------------------------------
Kaiser Aluminum & Chemical Corp.:
10.875% Sr. Nts., Series B, 10/15/06(2)                                                          1,000,000        915,000
12.75% Sr. Sub. Nts., 2/1/03(2)                                                                  1,600,000      1,176,000
- -------------------------------------------------------------------------------------------------------------------------
Metallurg Holdings, Inc., 0%/12.75% Sr. Disc. Nts., 7/15/08(1)(7)                                1,000,000        385,000
- -------------------------------------------------------------------------------------------------------------------------
Metallurg, Inc., 11% Sr. Nts., 12/1/07                                                             740,000        640,100
- -------------------------------------------------------------------------------------------------------------------------
National Steel Corp., 9.875% First Mtg. Bonds, Series D, 3/1/09                                  1,300,000        461,500
- -------------------------------------------------------------------------------------------------------------------------
United States Steel LLC, 10.75% Sr. Nts., 8/1/08                                                 1,000,000        960,000
                                                                                                             ------------
                                                                                                                7,326,416
- -------------------------------------------------------------------------------------------------------------------------
Retail--2.4%
Amazon.com, Inc., 0%/10% Sr. Unsec. Disc. Nts., 5/1/08(7)                                        1,500,000      1,117,500
- -------------------------------------------------------------------------------------------------------------------------
AutoNation, Inc., 9% Bonds, 8/1/08(4)                                                            1,200,000      1,227,000
- -------------------------------------------------------------------------------------------------------------------------
Collins & Aikman Corp., 10.75% Sr. Nts., 12/31/11(4)                                               800,000        806,000
- -------------------------------------------------------------------------------------------------------------------------
CSK Auto, Inc., 12% Sr. Nts., 6/15/06(4)                                                         1,000,000      1,012,500
- -------------------------------------------------------------------------------------------------------------------------
Finlay Enterprises, Inc., 9% Debs., 5/1/08                                                         900,000        805,500
- -------------------------------------------------------------------------------------------------------------------------
Finlay Fine Jewelry Corp., 8.375% Sr. Nts., 5/1/08(1)                                              600,000        540,000
- -------------------------------------------------------------------------------------------------------------------------
Ingram Micro, Inc., 9.875% Sr. Unsec. Sub. Nts., 8/15/08(1)                                      1,200,000      1,221,000
- -------------------------------------------------------------------------------------------------------------------------
Petco Animal Supplies, Inc., 10.75% Sr. Sub. Nts., 11/1/11(4)                                      750,000        768,750
- -------------------------------------------------------------------------------------------------------------------------
Saks, Inc., 9.875% Nts., 10/1/11(4)                                                                900,000        846,000
                                                                                                             ------------
                                                                                                                8,344,250
- -------------------------------------------------------------------------------------------------------------------------
Service--5.9%
Allied Waste North America, Inc.:
8.50% Sr. Nts., 12/1/08(4)                                                                       1,500,000      1,522,500
8.875% Sr. Nts., Series B, 4/1/08                                                                2,600,000      2,691,000
10% Sr. Unsec. Sub. Nts., Series B, 8/1/09                                                       2,200,000      2,277,000
- -------------------------------------------------------------------------------------------------------------------------
American Plumbing & Mechanical, Inc., 11.625% Sr. Sub. Nts., Series B, 10/15/08                    500,000        472,500
- -------------------------------------------------------------------------------------------------------------------------
AP Holdings, Inc., 0%/11.25% Sr. Disc. Nts., 3/15/08(1)(7)                                         450,000         33,750
- -------------------------------------------------------------------------------------------------------------------------
Apcoa, Inc., 9.25% Sr. Unsec. Sub. Nts., 3/15/08(1)                                                940,000        361,900
- -------------------------------------------------------------------------------------------------------------------------
Brand Scaffold Service, Inc., 10.25% Sr. Unsec. Nts., 2/15/08                                    1,000,000        945,000
- -------------------------------------------------------------------------------------------------------------------------
Budget Group, Inc., 9.125% Sr. Unsec. Nts., 4/1/06(1)                                            1,200,000        294,000
- -------------------------------------------------------------------------------------------------------------------------
Comforce Operating, Inc., 12% Sr. Nts., Series B, 12/1/07                                          350,000        260,750
- -------------------------------------------------------------------------------------------------------------------------
Dyncorp, Inc., 9.50% Sr. Sub. Nts., 3/1/07                                                         625,000        640,625
- -------------------------------------------------------------------------------------------------------------------------
Great Lakes Dredge & Dock Corp., 11.25% Sr. Unsec. Sub. Nts., 8/15/08                            1,715,000      1,760,019
- -------------------------------------------------------------------------------------------------------------------------
Integrated Electrical Services, Inc.:
9.375% Sr. Sub. Nts., Series B, 2/1/09                                                             600,000        534,000
9.375% Sr. Sub. Nts., Series C, 2/1/09                                                           1,000,000        890,000
- -------------------------------------------------------------------------------------------------------------------------
Iron Mountain, Inc., 8.625% Sr. Unsec. Sub. Nts., 4/1/13                                         1,000,000      1,045,000
- -------------------------------------------------------------------------------------------------------------------------
IT Group, Inc., 11.25% Sr. Unsec. Sub. Nts., Series B, 4/1/09(1)(2)                                550,000        101,750
- -------------------------------------------------------------------------------------------------------------------------
Kindercare Learning Centers, Inc., 9.50% Sr. Sub. Nts., 2/15/09                                    750,000        720,000
- -------------------------------------------------------------------------------------------------------------------------
Norse CBO Ltd., 9.342% Sub. Bonds, Series 1A, Cl. C2, 8/13/10(1)                                 1,500,000      1,031,250
- -------------------------------------------------------------------------------------------------------------------------
Protection One, Inc./Protection One Alarm Monitoring, Inc., 7.375% Sr. Unsec. Nts., 8/15/05        900,000        742,500



                      Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------------

Service  (continued)
- -------------------------------------------------------------------------------------------------------------------------
Stericycle, Inc., 12.375% Sr. Unsec. Sub. Nts., Series B, 11/15/09(1)                          $   488,000   $    585,600
- -------------------------------------------------------------------------------------------------------------------------
Stewart Enterprises, Inc., 10.75% Sr. Unsec. Sub. Nts., 7/1/08                                   1,800,000      1,971,000
- -------------------------------------------------------------------------------------------------------------------------
United Rentals (North America), Inc., 10.75% Sr. Unsec. Nts., 4/15/08                            1,000,000      1,080,000
- -------------------------------------------------------------------------------------------------------------------------
United Rentals, Inc., 9.25% Sr. Unsec. Sub. Nts., Series B, 1/15/09                                250,000        248,750
                                                                                                             ------------
                                                                                                               20,208,894
- -------------------------------------------------------------------------------------------------------------------------
Transportation--3.1%
America West Airlines, Inc., 10.75% Sr. Nts., 9/1/05                                             1,000,000        445,000
- -------------------------------------------------------------------------------------------------------------------------
Amtran, Inc.:
9.625% Nts., 12/15/05                                                                              800,000        562,000
10.50% Sr. Nts., 8/1/04                                                                          1,800,000      1,444,500
- -------------------------------------------------------------------------------------------------------------------------
Atlas Air, Inc., 9.25% Sr. Nts., 4/15/08                                                           500,000        412,500
- -------------------------------------------------------------------------------------------------------------------------
Delco Remy International, Inc., 11% Sr. Unsec. Sub. Nts., 5/1/09                                 1,900,000      1,947,500
- -------------------------------------------------------------------------------------------------------------------------
Dura Operating Corp.:
9% Sr. Sub. Nts., Series B, 5/1/09(EUR)                                                            300,000        243,079
9% Sr. Unsec. Sub. Nts., Series D, 5/1/09                                                        2,700,000      2,551,500
- -------------------------------------------------------------------------------------------------------------------------
Hayes Lemmerz International, Inc., 11.875% Sr. Nts., 6/15/06(2)(4)(6)                            1,600,000        768,000
- -------------------------------------------------------------------------------------------------------------------------
Hayes Wheels International, Inc., 11% Sr. Sub. Nts., 7/15/06(2)                                    150,000          7,500
- -------------------------------------------------------------------------------------------------------------------------
Millenium Seacarriers, Inc., Units (each unit consists of $1,000
principal amount of 11.725% first priority ship mtg. sr. sec. nts.,
7/15/05 and one warrant to purchase five shares of common stock)(1)(2)(3)(10)                      700,000        413,000
- -------------------------------------------------------------------------------------------------------------------------
Navigator Gas Transport plc, 10.50% First Priority Ship Mtg. Nts., 6/30/07(4)                    1,000,000        496,250
- -------------------------------------------------------------------------------------------------------------------------
Pacific & Atlantic Holdings, Inc., 10.50% Sec. Nts., 12/31/07(1)                                   315,795        143,687
- -------------------------------------------------------------------------------------------------------------------------
Sea Containers Ltd., 7.875% Sr. Nts., 2/15/08                                                    1,500,000        817,500
- -------------------------------------------------------------------------------------------------------------------------
Teekay Shipping Corp.:
8.875% Sr. Nts., 7/15/11(4)                                                                        250,000        257,500
8.875% Sr. Nts., 7/15/11                                                                           325,000        334,750
                                                                                                             ------------
                                                                                                               10,844,266
- -------------------------------------------------------------------------------------------------------------------------
Utility--3.6%
AES Corp. (The):
8.75% Sr. Unsec. Unsub. Nts., 6/15/08                                                            1,500,000      1,327,500
8.875% Sr. Unsec. Nts., 2/15/11                                                                    500,000        442,500
9.375% Sr. Unsec. Nts., 9/15/10                                                                    700,000        633,500
- -------------------------------------------------------------------------------------------------------------------------
AES Drax Holdings Ltd., 10.41% Sr. Sec. Sub. Nts., Series B, 12/31/20                            1,000,000        897,500
- -------------------------------------------------------------------------------------------------------------------------
AmeriGas Partners LP/AmeriGas Eagle Finance Corp., 8.875% Sr. Nts., 5/20/11(4)                     700,000        724,500
- -------------------------------------------------------------------------------------------------------------------------
Azurix Corp.:
10.375% Sr. Unsec. Nts., Series B, 2/15/07                                                         400,000        282,000
10.75% Sr. Unsec. Nts., Series B, 2/15/10                                                          700,000        493,500
- -------------------------------------------------------------------------------------------------------------------------
BRL Universal Equipment Corp., 8.875% Sr. Sec. Nts., 2/15/08(4)                                  1,000,000      1,045,000
- -------------------------------------------------------------------------------------------------------------------------
Caithness Coso Funding Corp., 9.05% Sr. Sec. Nts., Series B, 12/15/09(1)                           500,000        512,500
- -------------------------------------------------------------------------------------------------------------------------
Calpine Corp., 8.50% Sr. Unsec. Nts., 2/15/11                                                    1,700,000      1,549,298
- -------------------------------------------------------------------------------------------------------------------------
Chesapeake Energy Corp., 8.375% Sr. Nts., 11/1/08(4)                                               800,000        794,000
- -------------------------------------------------------------------------------------------------------------------------
CMS Energy Corp.:
8.50% Sr. Nts., 4/15/11                                                                            500,000        500,462
9.875% Sr. Unsec. Nts., 10/15/07                                                                 1,200,000      1,274,626
- -------------------------------------------------------------------------------------------------------------------------
ESI Tractebel Acquisition Corp., 7.99% Sec. Bonds, Series B, 12/30/11                            1,000,000      1,009,059
- -------------------------------------------------------------------------------------------------------------------------
ITC/DeltaCom, Inc., 9.75% Sr. Unsec. Nts., 11/15/08                                              2,250,000        843,750
                                                                                                             ------------
                                                                                                               12,329,695
                                                                                                             ------------
Total Corporate Bonds and Notes (Cost $334,075,170)                                                           283,627,310



                        Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                                             Market Value
                                                                                               Shares        See Note 1
=========================================================================================================================

Preferred Stocks--2.7%
- -------------------------------------------------------------------------------------------------------------------------
AmeriKing, Inc., 13% Cum. Sr. Exchangeable, Non-Vtg.(1)(8)                                          12,506   $        125
- -------------------------------------------------------------------------------------------------------------------------
Dobson Communications Corp.:
12.25% Sr. Exchangeable, Non-Vtg.(8)                                                                 2,175      1,995,563
13% Sr. Exchangeable, Non-Vtg.(8)                                                                    1,380      1,383,450
- -------------------------------------------------------------------------------------------------------------------------
e.spire Communications, Inc., 12.75% Jr. Redeemable, Non-Vtg.(1)(8)                                    498             50
- -------------------------------------------------------------------------------------------------------------------------
Eagle-Picher Holdings, Inc., 11.75% Cum. Exchangeable, Series B, Non-Vtg.(1)(6)                      8,000         82,000
- -------------------------------------------------------------------------------------------------------------------------
Fidelity Federal Bank, l2% Non-Cum. Exchangeable, Series A, Non-Vtg.(1)                                 20            505
- -------------------------------------------------------------------------------------------------------------------------
Global Crossing Holdings Ltd., 10.50% Sr. Exchangeable, Non-Vtg.(1)(8)                               7,893          9,866
- -------------------------------------------------------------------------------------------------------------------------
ICG Holdings, Inc., 14.25% Exchangeable, Non-Vtg.(1)(6)(8)                                             342              5
- -------------------------------------------------------------------------------------------------------------------------
Intermedia Communications, Inc., 13.50% Exchangeable, Series B(8)                                      930        969,525
- -------------------------------------------------------------------------------------------------------------------------
Nebco Evans Holdings, Inc., 11.25% Sr. Redeemable Exchangeable, Non-Vtg.(1)(6)(8)                    7,274            909
- -------------------------------------------------------------------------------------------------------------------------
Nextel Communications, Inc., 11.125% Exchangeable, Series E, Non-Vtg.(8)                             1,596        801,990
- -------------------------------------------------------------------------------------------------------------------------
Pacific & Atlantic Holdings, Inc., 7.50% Cum. Cv., Series A(1)(6)(8)                                17,538         87,690
- -------------------------------------------------------------------------------------------------------------------------
Paxson Communications Corp., 13.25% Cum. Jr. Exchangeable, Non-Vtg.(1)(8)                               60        511,500
- -------------------------------------------------------------------------------------------------------------------------
PRIMEDIA, Inc.:
8.625% Exchangeable, Series H, Non-Vtg                                                              15,000        693,750
9.20% Exchangeable, Series F, Non-Vtg.(1)                                                            2,500        115,625
- -------------------------------------------------------------------------------------------------------------------------
Rural Cellular Corp., 11.375% Cum. Sr., Series B, Non-Vtg.(8)                                        1,946      1,658,965
- -------------------------------------------------------------------------------------------------------------------------
Sovereign Real Estate Investment Trust, 12% Non-Cum., Series A(1)                                   10,000        992,500
                                                                                                             ------------
Total Preferred Stocks (Cost $14,172,626)                                                                       9,304,018
=========================================================================================================================
Common Stocks--0.5%
- -------------------------------------------------------------------------------------------------------------------------
Aurora Foods, Inc.(1)(6)                                                                            12,397         31,302
- -------------------------------------------------------------------------------------------------------------------------
Celcaribe SA(1)(6)                                                                                 121,950        198,169
- -------------------------------------------------------------------------------------------------------------------------
Chesapeake Energy Corp.(6)                                                                         180,000      1,189,800
- -------------------------------------------------------------------------------------------------------------------------
Focal Communications Corp.(6)                                                                      213,452        130,206
- -------------------------------------------------------------------------------------------------------------------------
Geotek Communications, Inc.(1)(6)                                                                      226             --
- -------------------------------------------------------------------------------------------------------------------------
Gulfstream Holding, Inc.(1)(6)                                                                          56             --
- -------------------------------------------------------------------------------------------------------------------------
ICO Global Communication Holdings Ltd.(6)                                                           42,107         84,214
- -------------------------------------------------------------------------------------------------------------------------
OpTel, Inc., Non-Vtg.(1)(6)                                                                            945              9
- -------------------------------------------------------------------------------------------------------------------------
Southern Pacific Funding Corp., Liquidating Trust(1)(6)                                            251,604             --
- -------------------------------------------------------------------------------------------------------------------------
WRC Media Corp.(1)(6)                                                                                1,353             14
                                                                                                             ------------
Total Common Stocks (Cost $1,964,083)                                                                           1,633,714



                      Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                                             Market Value
                                                                                               Units         See Note 1
=========================================================================================================================

Rights, Warrants and Certificates--0.2%
- -------------------------------------------------------------------------------------------------------------------------
ASAT Finance LLC Wts., Exp. 11/1/06(1)(6)                                                              500   $      1,000
- -------------------------------------------------------------------------------------------------------------------------
CellNet Data Systems, Inc. Wts., Exp. 10/1/07(1)(6)                                                  1,434             14
- -------------------------------------------------------------------------------------------------------------------------
Charles River Laboratories International, Inc. Wts., Exp. 10/1/09(1)(6)                              1,100         22,000
- -------------------------------------------------------------------------------------------------------------------------
Chesapeake Energy Corp. Wts.:
Exp. 1/23/03(1)(6)                                                                                   8,351             --
Exp. 1/23/03(1)(6)                                                                                   4,766             --
Exp. 9/1/04(1)(6)                                                                                   14,000             --
- -------------------------------------------------------------------------------------------------------------------------
COLO.com, Inc. Wts., Exp. 3/15/10(1)(6)                                                                600              6
- -------------------------------------------------------------------------------------------------------------------------
Concentric Network Corp. Wts., Exp. 12/15/07(1)(6)                                                     750              7
- -------------------------------------------------------------------------------------------------------------------------
Covergent Communications, Inc. Wts., Exp. 4/1/08(1)(6)                                               2,000            750
- -------------------------------------------------------------------------------------------------------------------------
Decrane Aircraft Holdings, Inc. Wts., Exp. 9/30/08(1)(6)                                             1,750             --
- -------------------------------------------------------------------------------------------------------------------------
Diva Systems Corp. Wts., Exp. 3/1/08(1)(6)                                                           1,500             15
- -------------------------------------------------------------------------------------------------------------------------
e.spire Communications, Inc. Wts., Exp. 11/1/05(1)(6)                                                  475             10
- -------------------------------------------------------------------------------------------------------------------------
Equinix, Inc. Wts., Exp. 12/1/07(1)(6)                                                               1,000         20,125
- -------------------------------------------------------------------------------------------------------------------------
Focal Communications Corp. Wts., Exp. 12/14/07(6)                                                   33,603             --
- -------------------------------------------------------------------------------------------------------------------------
Geotek Communications, Inc. Wts., Exp. 7/15/05(1)(6)                                                52,500             --
- -------------------------------------------------------------------------------------------------------------------------
Golden State Bancorp, Inc. Litigation Wts.(6)                                                       15,626         18,439
- -------------------------------------------------------------------------------------------------------------------------
Horizon PCS, Inc. Wts., Exp. 10/1/10(1)(6)                                                           1,299         52,122
- -------------------------------------------------------------------------------------------------------------------------
ICG Communications, Inc. Wts., Exp. 9/15/05(1)(6)                                                    5,940             59
- -------------------------------------------------------------------------------------------------------------------------
ICO Global Communication Holdings Ltd. Wts.:
Exp. 5/16/06(1)(6)                                                                                  10,561            317
Exp. 5/16/06(6)                                                                                         16              2
- -------------------------------------------------------------------------------------------------------------------------
Imperial Credit Industries, Inc. Wts., Exp. 1/31/08(1)(6)                                            5,148             --
- -------------------------------------------------------------------------------------------------------------------------
In-Flight Phone Corp. Wts., Exp. 8/31/02(1)(6)                                                         950             --
- -------------------------------------------------------------------------------------------------------------------------
Insilco Corp. Wts., Exp. 8/15/07(1)(6)                                                                 765              8
- -------------------------------------------------------------------------------------------------------------------------
IPCS, Inc. Wts., Exp. 6/15/10(1)(6)                                                                    750         18,844
- -------------------------------------------------------------------------------------------------------------------------
KMC Telecom Holdings, Inc. Wts., Exp. 4/15/08(1)(6)                                                  2,455            123
- -------------------------------------------------------------------------------------------------------------------------
Leap Wireless International, Inc. Wts., Exp. 4/15/10(1)(6)                                             550         22,069
- -------------------------------------------------------------------------------------------------------------------------
Long Distance International, Inc. Wts., Exp. 4/13/08(1)(6)                                             800             --
- -------------------------------------------------------------------------------------------------------------------------
Loral Space & Communications Ltd. Wts., Exp. 1/15/07(1)(6)                                             800              8
- -------------------------------------------------------------------------------------------------------------------------
Microcell Telecommunications, Inc. Wts., Exp. 6/1/06(4)(6)                                           3,200         16,614
- -------------------------------------------------------------------------------------------------------------------------
Millenium Seacarriers, Inc. Wts., Exp. 7/15/05(1)(6)                                                 1,500             15
- -------------------------------------------------------------------------------------------------------------------------
Ntelos, Inc. Wts., Exp. 8/15/10(1)(6)                                                                1,000          5,125
- -------------------------------------------------------------------------------------------------------------------------
Pathmark Stores, Inc. Wts., Exp. 9/19/10(6)                                                         20,000        182,000
- -------------------------------------------------------------------------------------------------------------------------
PLD Telekom, Inc., 9% Cv. Sub. Nts. Wts., Exp. 3/31/03
(cv. into Metromedia International Group, Inc.)(1)(6)                                                  170              2
- -------------------------------------------------------------------------------------------------------------------------
Protection One, Inc. Wts.:
Exp. 11/1/03(1)(6)                                                                                  28,000             --
Exp. 6/30/05(1)(6)                                                                                   1,600             16
- -------------------------------------------------------------------------------------------------------------------------
R&B Falcon Corp. Wts., Exp. 5/1/09(4)(6)                                                             1,000        259,825
- -------------------------------------------------------------------------------------------------------------------------
Real Time Data Co. Wts., Exp. 5/31/04(1)(6)                                                        121,440          1,214
- -------------------------------------------------------------------------------------------------------------------------
Republic Technologies International LLC Wts., Exp. 7/15/09(1)(6)                                       500              5
- -------------------------------------------------------------------------------------------------------------------------
Telergy, Inc. Wts., Exp. 9/25/10(1)(6)                                                               2,019             20
- -------------------------------------------------------------------------------------------------------------------------
Telus Corp. Wts., Exp. 9/15/05(1)(6)                                                                 1,079         10,596
                                                                                                             ------------
Total Rights, Warrants and Certificates (Cost $236,947)                                                           631,350



                        Oppenheimer High Income Fund/VA

Statement of Investments  (Continued)


                                                                                               Principal     Market Value
                                                                                               Amount        See Note 1
=========================================================================================================================

Structured Notes--0.6%
- -------------------------------------------------------------------------------------------------------------------------
Bear Stearns Cos., Inc. (The), High Yield Index Medium-Term Nts.,
6%, 2/14/02 (Cost $2,000,000)                                                                  $ 2,000,000   $  1,941,800
=========================================================================================================================
Repurchase Agreements--10.0%(11)
- -------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with Deutsche Bank Securities, Inc., 1.40%, dated 12/31/01,
to be repurchased at $34,690,698 on 1/2/02, collateralized by U.S. Treasury Bonds,
8%, 11/15/21, with a value of $35,507,384 (Cost $34,688,000)                                    34,688,000     34,688,000
- -------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $399,023,448)                                                       98.6%   340,068,650
- -------------------------------------------------------------------------------------------------------------------------
Other Assets Net of Liabilities                                                                        1.4      4,722,298
                                                                                               -----------   ------------
Net Assets                                                                                           100.0%  $344,790,948
                                                                                               ===========   ============


Principal amount is reported in U.S. Dollars, except for those denoted in the
following currencies:
   CAD --Canadian Dollar    EUR--Euro
   DEM--German Mark         GBP--British Pound Sterling

1. Identifies issues considered to be illiquid or restricted--See Note 6 of
Notes to Financial Statements.
2. Issuer is in default.
3. Represents the current interest rate for a variable or increasing rate
security.
4. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Trustees. These securities amount to $44,078,222 or 12.78% of the Fund's net
assets as of December 31, 2001.
5. Zero coupon bond reflects the effective yield on the date of purchase.
6. Non-income-producing security.
7. Denotes a step bond: a zero coupon bond that converts to a fixed or variable
interest rate at a designated future date.
8. Interest or dividend is paid in kind.
9. A sufficient amount of securities has been designated to cover outstanding
foreign currency contracts. See Note 5 of Notes to Financial Statements.
10. Units may be comprised of several components, such as debt and equity and/or
warrants to purchase equity at some point in the future. For units which
represent debt securities, principal amount disclosed represents total
underlying principal.
11. The Fund may have elements of risk due to concentrated investments. Such
concentrations may subject the Fund to additional risks.

See accompanying Notes to Financial Statements.


                       Oppenheimer High Income Fund/VA

Statement of Assets and Liabilities  December 31, 2001


============================================================================================================

Assets
Investments, at value (including repurchase agreements of $34,688,000) (cost $399,023,448)
- --see accompanying statement                                                                    $340,068,650
- ------------------------------------------------------------------------------------------------------------
Cash                                                                                                 158,241
- ------------------------------------------------------------------------------------------------------------
Unrealized appreciation on foreign currency contracts                                                 17,269
- ------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest, dividends and principal paydowns                                                         7,002,067
Shares of beneficial interest sold                                                                   535,283
Investments sold                                                                                         451
Other                                                                                                  4,212
                                                                                                ------------
Total assets                                                                                     347,786,173
============================================================================================================
Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed                                                             2,912,390
Shareholder reports                                                                                   60,888
Trustees' compensation                                                                                   537
Other                                                                                                 21,410
                                                                                                 -----------
Total liabilities                                                                                  2,995,225
============================================================================================================
Net Assets                                                                                      $344,790,948
                                                                                                ============
============================================================================================================
Composition of Net Assets
Par value of shares of beneficial interest                                                      $     40,367
- ------------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                       422,234,474
- ------------------------------------------------------------------------------------------------------------
Undistributed (overdistributed) net investment income                                             33,752,821
- ------------------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments and foreign currency transactions            (52,298,534)
- ------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments and translation of
assets and liabilities denominated in foreign currencies                                         (58,938,180)
                                                                                                ------------
Net Assets                                                                                      $344,790,948
                                                                                                ============
============================================================================================================
Net Asset Value Per Share
Non-Service shares:
Net asset value, redemption price per share and offering price per share (based on
net assets of $344,787,866 and 40,366,798 shares of beneficial interest outstanding)                   $8.54
- ------------------------------------------------------------------------------------------------------------
Service shares:
Net asset value, redemption price per share and offering price per share (based on
net assets of $3,082 and 361 shares of beneficial interest outstanding)                                $8.54


See accompanying Notes to Financial Statements.


                        Oppenheimer High Income Fund/VA

Statement of Operations  For the Year Ended December 31, 2001


===============================================================================================

Investment Income
Interest                                                                           $ 35,569,777
- -----------------------------------------------------------------------------------------------
Dividends                                                                             1,719,714
                                                                                   ------------
Total income                                                                         37,289,491
===============================================================================================
Expenses
Management fees                                                                       2,563,318
- -----------------------------------------------------------------------------------------------
Distribution and service plan fees:
Service shares                                                                                1
- -----------------------------------------------------------------------------------------------
Shareholder reports                                                                     118,248
- -----------------------------------------------------------------------------------------------
Trustees' compensation                                                                    9,302
- -----------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                             6,661
- -----------------------------------------------------------------------------------------------
Custodian fees and expenses                                                               6,448
- -----------------------------------------------------------------------------------------------
Other                                                                                    42,627
                                                                                   ------------
Total expenses                                                                        2,746,605
Less reduction to custodian expenses                                                     (4,093)
                                                                                   ------------
Net expenses                                                                          2,742,512
===============================================================================================
Net Investment Income                                                                34,546,979
===============================================================================================
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments                                                                         (28,931,747)
Closing of futures contracts                                                          1,049,183
Foreign currency transactions                                                        (1,078,179)
                                                                                   ------------
Net realized gain (loss)                                                            (28,960,743)
- -----------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments                                                                             650,999
Translation of assets and liabilities denominated in foreign currencies                 444,346
                                                                                   ------------
Net change                                                                            1,095,345
                                                                                   ------------
Net realized and unrealized gain (loss)                                             (27,865,398)
===============================================================================================
Net Increase in Net Assets Resulting from Operations                               $  6,681,581
                                                                                   ============


See accompanying Notes to Financial Statements.


                      Oppenheimer High Income Fund/VA

Statements of Changes in Net Assets


                                                                                   Year Ended December 31,
                                                                                   2001            2000
===============================================================================================================

Operations
Net investment income (loss)                                                       $ 34,546,979    $ 34,458,330
- ---------------------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                            (28,960,743)    (12,609,134)
Net change in unrealized appreciation (depreciation)                                  1,095,345     (34,460,833)
                                                                                   ------------    ------------
Net increase (decrease) in net assets resulting from operations                       6,681,581     (12,611,637)
===============================================================================================================
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares                                                                  (34,924,849)    (33,307,606)
Service shares                                                                               --              --
===============================================================================================================
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting
from beneficial interest transactions:
Non-Service shares                                                                   39,498,599      38,623,186
Service shares                                                                            3,076              --
===============================================================================================================
Net Assets
Total increase (decrease)                                                            11,258,407      (7,296,057)
- ---------------------------------------------------------------------------------------------------------------
Beginning of period                                                                 333,532,541     340,828,598
                                                                                   ------------    ------------
End of period [including undistributed (overdistributed) net investment
income of $33,752,821 and $34,837,377, respectively]                               $344,790,948    $333,532,541
                                                                                   ============    ============


See accompanying Notes to Financial Statements.


                        Oppenheimer High Income Fund/VA

Financial Highlights

                                                  Year Ended December 31,
Non-Service shares                                2001           2000         1999         1998         1997
================================================================================================================

Per Share Operating Data
Net asset value, beginning of period                 $9.27         $10.72       $11.02       $11.52       $11.13
- ----------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                  .84(1)        1.00         1.01          .95          .94
Net realized and unrealized gain (loss)               (.62)(1)      (1.36)        (.55)        (.90)         .37
- ----------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations         .22           (.36)         .46          .05         1.31
- ----------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                  (.95)         (1.09)        (.76)        (.25)        (.91)
Distributions from net realized gain                    --             --           --         (.30)        (.01)
- ----------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                       (.95)         (1.09)        (.76)        (.55)        (.92)
- ----------------------------------------------------------------------------------------------------------------
Net asset value, end of period                       $8.54          $9.27       $10.72       $11.02       $11.52
                                                    ======         ======       ======       ======       ======
================================================================================================================
Total Return, at Net Asset Value(2)                   1.97%         (3.74)%       4.29%        0.31%       12.21%
================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)          $344,788       $333,533     $340,829     $328,563     $291,323
- ----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                 $347,723       $329,260     $340,519     $322,748     $223,617
- ----------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                 9.94%(1)      10.47%        9.61%        8.65%        8.88%
Expenses                                              0.79%          0.79%        0.75%        0.78%(4)     0.82%(4)
- ----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                 46%            31%          33%         161%         168%


1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
Net investment income                                $ .86
Net realized and unrealized gain (loss)              $(.64)
Net investment income ratio                          10.22%

2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period.
Total returns are not annualized for periods less than one full year. Total
return information does not reflect expenses that apply at the separate account
level or to related insurance products. Inclusion of these charges would reduce
the total return figures for all periods shown.

3. Annualized for periods of less than one full year.

4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.


                      Oppenheimer High Income Fund/VA

Financial Highlights  (Continued)

                                                    Period Ended
Service shares                                      December 31, 2001(1)
========================================================================

Per Share Operating Data
Net asset value, beginning of period                               $8.40
- ------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                .20(2)
Net realized and unrealized gain (loss)                             (.06)(2)
- ------------------------------------------------------------------------
Total income (loss) from investment operations                       .14
- ------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                  --
Distributions from net realized gain                                  --
- ------------------------------------------------------------------------
Total dividends and/or distributions to shareholders                  --
- ------------------------------------------------------------------------
Net asset value, end of period                                     $8.54
                                                                   =====
========================================================================
Total Return, at Net Asset Value(3)                                 1.67%
========================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)                              $3
- ------------------------------------------------------------------------
Average net assets (in thousands)                                     $2
- ------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income                                              12.51%(2)
Expenses                                                            0.96%
- ------------------------------------------------------------------------
Portfolio turnover rate                                               46%


1. For the period from September 18, 2001 (inception of offering) to December
31, 2001.

2. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
Net investment income                   Change less than $0.005 per share
Net realized and unrealized gain         Change less than $0.005 per
share Net investment income ratio                                   12.79%

3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than one
full year. Total return information does not reflect expenses that apply at the
separate account level or to related insurance products. Inclusion of theses
charges would reduce the total return figures for all periods shown.

4. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.


                        Oppenheimer High Income Fund/VA

Notes to Financial Statements

================================================================================
1. Significant Accounting Policies Oppenheimer High Income Fund/VA (the Fund) is
a separate series of Oppenheimer Variable Account Funds (the Trust), an open-end
management investment company registered under the Investment Company Act of
1940, as amended. The Fund's investment objective is to seek a high level of
current income from investments in high yield fixed income securities. The
Trust's investment advisor is OppenheimerFunds, Inc. (the Manager).
         The Fund offers two classes of shares. Both classes are sold at their
offering price, which is the net asset value per share, to separate investment
accounts of participating insurance companies as an underlying investment for
variable life insurance policies, variable annuity contracts or other investment
products. The class of shares designated as Service shares is subject to a
distribution and service plan. The following is a summary of significant
accounting policies consistently followed by the Fund.

- --------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges or
other domestic or foreign exchanges are valued based on the last sale price of
the security traded on that exchange prior to the time when the Fund's assets
are valued. In the absence of a sale, the security is valued at the last sale
price on the prior trading day, if it is within the spread of the closing bid
and asked prices, and if not, at the closing bid price. Securities (including
restricted securities) for which quotations are not readily available are valued
primarily using dealer-supplied valuations, a portfolio pricing service
authorized by the Board of Trustees, or at their fair value. Fair value is
determined in good faith under consistently applied procedures under the
supervision of the Board of Trustees. Short-term "money market type" debt
securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).

- --------------------------------------------------------------------------------
Structured Notes. The Fund invests in structured notes whose market values and
redemption prices are linked to an index. The structured notes are leveraged,
which increases the volatility of each note's market value relative to the
change in the underlying index. Fluctuations in value of the index are recorded
as unrealized gains and losses in the accompanying financial statements. The
Fund records a realized gain or loss when a structured note is sold or matures.
As of December 31, 2001, the market value of these securities comprised 0.6% of
the Fund's net assets and resulted in unrealized losses in the current period of
$58,200. The Fund also hedges a portion of the foreign currency exposure
generated by these securities, as discussed in Note 5.

- --------------------------------------------------------------------------------
Security Credit Risk. The Fund invests in high yield securities, which may be
subject to a greater degree of credit risk, greater market fluctuations and risk
of loss of income and principal, and may be more sensitive to economic
conditions than lower yielding, higher rated fixed income securities. The Fund
may acquire securities in default, and is not obligated to dispose of securities
whose issuers subsequently default. As of December 31, 2001, securities with an
aggregate market value of $9,401,436, representing 2.73% of the Fund's net
assets, were in default.

- --------------------------------------------------------------------------------
Foreign Currency Translation. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the closing rates of exchange. Amounts related
to the purchase and sale of foreign securities and investment income are
translated at the rates of exchange prevailing on the respective dates of such
transactions.
         The effect of changes in foreign currency exchange rates on investments
is separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund's Statement of Operations.


                      Oppenheimer High Income Fund/VA

Notes to Financial Statements  (Continued)

================================================================================
1. Significant Accounting Policies  (continued)

Repurchase Agreements. The Fund requires its custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of purchase. If the seller
of the agreement defaults and the value of the collateral declines, or if the
seller enters an insolvency proceeding, realization of the value of the
collateral by the Fund may be delayed or limited.

- --------------------------------------------------------------------------------
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily to
each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

- --------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers to shareholders.

As of December 31, 2001, the Fund had available for federal income tax purposes
unused capital loss carryovers as follows:

                 Expiring
                ------------------------------------------
                    2006                       $ 3,401,577
                    2007                         4,933,260
                    2008                        11,572,833
                    2009                        22,696,701
                                               -----------
                    Total                      $42,604,371
                                               ===========

As of December 31, 2001, the Fund had approximately $6,784,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized, will expire in 2010. Additionally, the Fund had approximately
$98,000 of post-October foreign currency losses which were deferred. If
unutilized by the Fund in the following fiscal year, such losses will expire.

- --------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.

- --------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes primarily because of paydown gains and losses and the
recognition of certain foreign currency gains (losses) as ordinary income (loss)
for tax purposes. The character of dividends and distributions made during the
fiscal year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due to
timing of dividends and distributions, the fiscal year in which amounts are
distributed may differ from the fiscal year in which the income or realized gain
was recorded by the Fund.
         The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended December 31, 2001, amounts have been reclassified to reflect a
decrease in undistributed net investment income of $706,686. Accumulated net
realized loss on investments was decreased by the same amount. Net assets of the
Fund were unaffected by the reclassifications.


                        Oppenheimer High Income Fund/VA

Notes to Financial Statements  (Continued)

================================================================================
1. Significant Accounting Policies  (continued)

Investment Income. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Noncash dividends included in dividend income,
if any, are recorded at the fair market value of the securities received.
Interest income, which includes accretion of discount and amortization of
premium, is accrued as earned.

- --------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade date.
Gains and losses on securities sold are determined on the basis of identified
cost.

- --------------------------------------------------------------------------------
Other. The Fund adopted the provisions of the AICPA Audit and Accounting Guide
for Investment Companies, as revised, effective for fiscal years beginning after
December 15, 2000. The Fund elected to begin amortizing premiums on debt
securities effective January 1, 2001. Prior to this date, the Fund did not
amortize premiums on debt securities. The cumulative effect of this accounting
change had no impact on the total net assets of the Fund, but resulted in a
$429,346 decrease to cost of securities and a corresponding $429,346 decrease in
net unrealized depreciation, based on securities held as of December 31, 2000.
For the year ended December 31, 2001, interest income decreased by $986,514, net
realized loss on investments increased by $211,165, and the change in net
unrealized appreciation on investments increased by $1,197,679.

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

================================================================================
2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                                     Year Ended December 31, 2001(1)           Year Ended December 31, 2000
                                                     -----------------------------------       ------------------------------
                                                     Shares             Amount                 Shares           Amount
- -----------------------------------------------------------------------------------------------------------------------------

Non-Service shares
Sold                                                  16,771,940        $ 148,496,080           14,844,051      $ 144,443,891
Dividends and/or distributions reinvested              3,924,140           34,924,849            3,447,992         33,307,606
Redeemed                                             (16,326,208)        (143,922,330)         (14,076,683)      (139,128,311)
                                                     -----------        -------------          -----------      -------------
Net increase (decrease)                                4,369,872         $ 39,498,599            4,215,360      $  38,623,186
                                                     ===========        =============          ===========      =============
Service shares
Sold                                                         362             $  3,083                   --             $   --
Dividends and/or distributions reinvested                     --                   --                   --                 --
Redeemed                                                      (1)                  (7)                  --                 --
                                                     -----------        -------------          -----------      -------------
Net increase (decrease)                                      361             $  3,076                   --             $   --
                                                     ===========        =============          ===========      =============


1. For the year ended December 31, 2001, for Non-Service shares and for the
period from September 18, 2001 (inception of offering) to December 31, 2001, for
Service shares.


                      Oppenheimer High Income Fund/VA

Notes to Financial Statements  (Continued)

================================================================================
3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2001, were
$207,851,494 and $138,496,162, respectively.

As of December 31, 2001, unrealized appreciation (depreciation) based on cost of
securities for federal income tax purposes of $401,835,494 was:

       Gross unrealized appreciation                    $ 11,758,867
       Gross unrealized depreciation                     (73,525,711)
                                                     ---------------
       Net unrealized appreciation (depreciation)       $(61,766,844)
                                                     ===============

================================================================================
4. Fees and Other Transactions with Affiliates

Management Fees. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Trust. The annual fees are 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, 0.60% on the
next $200 million and 0.50% of average annual net assets over $1 billion. The
Fund's management fee for the year ended December 31, 2001, was an annualized
rate of 0.74%.

- --------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund pays
OFS an agreed-upon per account fee. Additionally, funds offered in variable
annuity separate accounts are subject to minimum fees of $5,000 for assets of
less than $10 million and $10,000 for assets of $10 million or more. The Fund is
subject to the minimum fee in the event that the per account fee does not equal
or exceed the applicable minimum fee.

         OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.25% per annum of funds offered in variable annuity separate
accounts, effective January 1, 2001. This undertaking may be amended or
withdrawn at any time.

- --------------------------------------------------------------------------------
Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service shares to pay OppenheimerFunds
Distributor, Inc., the Distributor, for distribution-related services for the
Fund's Service shares. Although the plan allows for payment to be made quarterly
at an annual rate of up to 0.25% of the average annual net assets of Service
shares of the Fund, that rate is currently reduced to 0.15%. The Board of
Trustees may increase that rate to no more than 0.25% per annum, without
notification in advance. The Distributor currently uses all of those fees to
compensate sponsor(s) of the insurance product that offers Fund shares, for
providing personal service and maintenance of accounts of their variable
contract owners that hold Service shares. The impact of the service plan is to
increase operating expenses of the Service shares, which results in lower
performance compared to the Fund's shares that are not subject to a service fee.


                        Oppenheimer High Income Fund/VA

Notes to Financial Statements (Continued)

================================================================================
5. Foreign Currency Contracts

A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into foreign
currency contracts for operational purposes and to seek to protect against
adverse exchange rate fluctuations. Risks to the Fund include the potential
inability of the counterparty to meet the terms of the contract.

         The net U.S. dollar value of foreign currency underlying all
contractual commitments held by the Fund and the resulting unrealized
appreciation or depreciation are determined using foreign currency exchange
rates as provided by a reliable bank, dealer or pricing service. Unrealized
appreciation and depreciation on foreign currency contracts are reported in the
Statement of Assets and Liabilities as a receivable or payable and in the
Statement of Operations with the change in unrealized appreciation or
depreciation.

         The Fund may realize a gain or loss upon the closing or settlement of
the foreign currency transactions. Such realized gains and losses are reported
with all other foreign currency gains and losses in the Statement of Operations.

As of December 31, 2001, the Fund had outstanding foreign currency contracts as
follows:

                                    Expiration           Contract          Valuation as of      Unrealized
Contract Description                Date                 Amount (000s)     December 31, 2001    Appreciation
- -------------------------------------------------------------------------------------------------------------
Contracts to Sell
- -----------------
Canadian Dollar (CAD)               1/3/02               540  CAD           $338,275                 $17,269


================================================================================
6. Illiquid or Restricted Securities

As of December 31, 2001, investments in securities included issues that are
illiquid or restricted. Restricted securities are often purchased in private
placement transactions, are not registered under the Securities Act of 1933, may
have contractual restrictions on resale, and are valued under methods approved
by the Board of Trustees as reflecting fair value. A security may also be
considered illiquid if it lacks a readily available market or if its valuation
has not changed for a certain period of time. The Fund intends to invest no more
than 15% of its net assets (determined at the time of purchase and reviewed
periodically) in illiquid or restricted securities. Certain restricted
securities, eligible for resale to qualified institutional investors, are not
subject to that limitation. The aggregate value of illiquid or restricted
securities subject to this limitation as of December 31, 2001, was $34,594,156,
which represents 10.03% of the Fund's net assets, of which $32,516 is considered
restricted. Information concerning restricted securities is as follows:

                                                                                                       Unrealized
                                        Acquisition                          Valuation as of           Appreciation
Security                                Dates              Cost              December 31, 2001         (Depreciation)
- ---------------------------------------------------------------------------------------------------------------------
Stocks and/or Warrants
- ----------------------

Aurora Foods, Inc.                      9/18/00            $   --            $31,302                         $31,302
Geotek Communications, Inc.              4/6/00                --                 --                              --
Real Time Data Co. Wts.                 6/30/99             1,214              1,214                              --






Independent Auditors' Report

================================================================================
The Board of Trustees and Shareholders of Oppenheimer Bond Fund/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Bond Fund/VA (which is a series of Oppenheimer Variable Account
Funds), including the statement of investments, as of December 31, 2001, and the
related statement of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 2001, by correspondence with the custodian
and brokers; where replies were not received from brokers, we performed other
auditing procedures. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
         In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Oppenheimer Bond Fund/VA, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended, in conformity with accounting principles generally
accepted in the United States of America.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Denver, Colorado
January 23, 2002


Statement of Investments  December 31, 2001

                                                                                                Principal            Market Value
                                                                                                Amount               See Note 1
================================================================================================================================

Asset-Backed Securities--6.1%
- --------------------------------------------------------------------------------------------------------------------------------
AQ Finance NIM Trust, Home Equity Collateralized Mtg. Obligations,
Series 2001-3A, 8.835%, 2/25/32(1)                                                              $ 1,000,000          $ 1,000,000
- --------------------------------------------------------------------------------------------------------------------------------
LBFTC I, Home Equity Collateralized Mtg. Obligations,
Series 2000-1A, Cl. D, 10%, 2/25/30(2)                                                            1,685,353            1,657,440
- --------------------------------------------------------------------------------------------------------------------------------
Lease Investment Flight Trust, Collateralized Plane Obligations,
Series 1A, Cl. D2, 8%, 7/15/31(1)                                                                 5,850,000            2,340,000
- --------------------------------------------------------------------------------------------------------------------------------
Liberte American Loan Master Trust, Collateralized Loan Obligations,
Series 1999-1A, Cl. D2, 7.162%, 11/25/06(1)(3)                                                    9,000,000            7,200,000
- --------------------------------------------------------------------------------------------------------------------------------
Litigation Settlement Monetized Fee Trust, Asset-Backed Certificates,
Series 2001-1A, Cl. A1, 8.33%, 4/25/31(1)                                                         5,519,236            5,677,915
- --------------------------------------------------------------------------------------------------------------------------------
Long Beach Asset Holdings Corp. NIM Trust, Home Equity Asset-Backed
Pass-Through Certificates, Series 2001-3, 7.87%, 9/25/31                                          6,413,303            6,377,228
- --------------------------------------------------------------------------------------------------------------------------------
MSF Funding LLC, Collateralized Mtg. Obligations,
Series 2000-1, Cl. C, 9.45%, 7/25/07(1)(3)                                                        1,357,891            1,352,799
- --------------------------------------------------------------------------------------------------------------------------------
NC Finance Trust, Collateralized Mtg. Obligations,
Series 1999-I, Cl. ECFD, 8.75%, 12/25/28                                                          5,463,389            5,031,440
- --------------------------------------------------------------------------------------------------------------------------------
Option One Mortgage Securities Corp., Home Equity Collateralized Mtg. Obligations:
Series 1999-1, Cl. CTFS, 10.06%, 3/26/29(1)                                                       2,855,582            2,710,572
Series 1999-3, Cl. CTFS, 10.80%, 12/26/29                                                         1,598,663            1,548,955
- --------------------------------------------------------------------------------------------------------------------------------
Seneca Funding I Ltd., Commercial Bond Obligations, Cl. A, 4.843%, 5/31/29(3)                     7,540,000            5,509,855
- --------------------------------------------------------------------------------------------------------------------------------
Tobacco Settlement Authority, Asset-Backed Securities,
Series 2001-A, 6.79%, 6/1/10                                                                      2,100,000            2,064,563
                                                                                                                     -----------
Total Asset-Backed Securities (Cost $45,545,220)                                                                      42,470,767

=================================================================================================================================
Corporate Loans--0.2%
- --------------------------------------------------------------------------------------------------------------------------------
Ferrell Cos., Inc., Sr. Sec. Credit Facilities Term Loan, Tranche B,
5.924%, 6/17/06(1)(3) (Cost $1,709,388)                                                           1,726,654            1,683,488

================================================================================================================================
Mortgage-Backed Obligations--91.1%
- --------------------------------------------------------------------------------------------------------------------------------
Government Agency--70.8%
- --------------------------------------------------------------------------------------------------------------------------------
FHLMC/FNMA/Sponsored--70.7%
Federal Home Loan Mortgage Corp., Gtd. Multiclass Mtg.
Participation Certificates, Series 151, Cl. F, 9%, 5/15/21                                          302,840              319,497
- --------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates, Series 2054, Cl. TE, 6.25%, 4/15/24                              109,000              110,736
- --------------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 192, Cl. IO, 9.35%, 2/1/28(4)                                                             54,113,848           12,725,210
Series 194, Cl. IO, 6.67%, 4/1/28(4)                                                             42,756,843           10,542,234
Series 197, Cl. IO, 6.96%, 4/1/28(4)                                                             10,927,075            2,820,551
Series 202, Cl. IO, 7.28%, 4/1/29(4)                                                             38,570,394            9,835,451
Series 203, Cl. IO, 10.04%, 6/15/29(4)                                                           16,774,848            4,398,155
Series 204, Cl. IO, 14.05%, 5/15/29(4)                                                           30,367,953            7,943,118
Series 205, Cl. IO, 7.26%, 9/15/29(4)                                                            19,582,376            4,583,500
Series 206, Cl. IO, 20.22%, 12/15/29(4)                                                          16,306,725            3,378,550
Series 207, Cl. IO, 8.58%, 4/15/30(4)                                                            14,203,353            2,920,564
Series 214, Cl. IO, 25.18%, 6/1/31(4)                                                            62,927,950           17,393,679
Series 303, Cl. IO, 15.08%, 11/1/29(4)                                                            5,347,821            1,112,180


                            Oppenheimer Bond Fund/VA

Statement of Investments   (Continued)

                                                                                               Principal            Market Value
                                                                                               Amount               See Note 1
- --------------------------------------------------------------------------------------------------------------------------------

FHLMC/FNMA/Sponsored  (continued)
Federal Home Loan Mortgage Corp., Real Estate Mtg.
Investment Conduit Multiclass Certificates:
Series 2351, Cl. EF, 6.50%, 12/15/24(5)                                                        $ 15,873,000         $ 16,369,031
Series 2355, Cl. CQ, 6.50%, 7/15/26                                                              10,800,000           11,097,000
- --------------------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn.:
6%, 2/25/30(6)                                                                                  148,000,000          144,715,880
6.50%, 1/25/28(6)                                                                               226,750,000          226,750,000
6.50%, 3/1/11                                                                                       349,370              359,080
7%, 4/1/04-11/1/25                                                                                  398,752              407,934
7.50%, 1/1/08-1/1/26                                                                              1,267,015            1,318,248
8%, 5/1/17                                                                                           96,170              102,207
- --------------------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Collateralized Mtg. Obligations,
Gtd. Real Estate Mtg. Investment Conduit Pass-Through Certificates,
Trust 131, Cl. G, 8.75%, 11/25/05                                                                   563,131              589,351
- --------------------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates, Interest-Only Stripped
Mtg.-Backed Security, Trust 311, Cl. 2, 9.32%, 6/1/30(4)                                         11,534,934            3,020,711
- --------------------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates, Trust 1989-17, Cl. E, 10.40%, 4/25/19                            358,769              393,187
- --------------------------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Trust 299, Cl. 2, 18.04%, 5/1/28(4)                                                               4,382,261            1,048,319
Trust 313, Cl. 2, 13.31%, 6/25/31(4)                                                             22,077,710            6,043,773
                                                                                                                    ------------
                                                                                                                     490,298,146
- --------------------------------------------------------------------------------------------------------------------------------
GNMA/Guaranteed--0.1%
Government National Mortgage Assn., 7%, 1/15/09-5/15/09                                             252,945              264,628
- --------------------------------------------------------------------------------------------------------------------------------
Private--20.3%
- --------------------------------------------------------------------------------------------------------------------------------
Commercial--16.5%
Asset Securitization Corp., Commercial Mtg. Pass-Through Certificates:
Series 1996-D2, Cl. A3, 7.38%, 2/14/29(3)                                                        10,000,000            9,750,000
Series 1996-MD6, Cl. A3, 7.09%, 11/13/29(3)                                                       1,200,000            1,225,312
Series 1997-D4, Cl. B1, 7.525%, 4/14/29(3)                                                          218,000              176,546
Series 1997-D4, Cl. B2, 7.525%, 4/14/29(3)                                                          218,000              170,040
Series 1997-D4, Cl. B3, 7.525%, 4/14/29(3)                                                          219,000              155,011
Series 1997-D5, Cl. B2, 6.93%, 2/14/41                                                            5,400,000            2,378,109
- --------------------------------------------------------------------------------------------------------------------------------
Asset Securitization Corp., Interest-Only Stripped Mtg.-Backed Security,
Series 1997-D5, Cl. PS1, 8.96%, 2/14/41(4)                                                       17,686,919            1,282,302
- --------------------------------------------------------------------------------------------------------------------------------
Capital Lease Funding Securitization LP, Interest-Only Corporate-Backed
Pass-Through Certificates, Series 1997-CTL1, 9.34%, 6/22/24(1)(4)                                28,775,810              872,267
- --------------------------------------------------------------------------------------------------------------------------------
Commercial Mortgage Acceptance Corp., Commercial Mtg. Obligations:
Series 1996-C1, Cl. D, 7.35%, 12/25/20(1)(3)                                                      1,625,000            1,621,953
Series 2000-FL2A, Cl. J-NS, 4.20%, 7/15/02(3)                                                     2,600,000            2,561,406
- --------------------------------------------------------------------------------------------------------------------------------
Commercial Mortgage Asset Trust, Commercial Mtg. Pass-Through Certificates,
Series 1999-C1, Cl. C, 7.35%, 8/17/13                                                               673,400              690,025
- --------------------------------------------------------------------------------------------------------------------------------
CRIIMI MAE Commercial Mortgage Trust I, Collateralized Mtg. Obligations,
Series 1998-C1, Cl. A2, 7%, 3/2/11(2)                                                            12,750,000           12,614,930
- --------------------------------------------------------------------------------------------------------------------------------
CS First Boston Mortgage Securities Corp., Interest-Only Stripped
Mtg.-Backed Security, Series 1998-C1, Cl. AX, 7.90%, 4/11/30(4)                                  23,969,294            1,250,910


                           Oppenheimer Bond Fund/VA

Statement of Investments   (Continued)

                                                                                                Principal           Market Value
                                                                                                Amount              See Note 1
- --------------------------------------------------------------------------------------------------------------------------------

Commercial  (continued)
DLJ Commercial Mortgage Corp., Commercial Mtg. Pass-Through Certificates:
Series 1999-STF1, Cl. B6, 6.511%, 7/5/08(1)(3)                                                  $ 2,123,800         $  2,006,503
Series 1999-STF1, Cl. B6, 6.511%, 7/5/08(1)(3)                                                   34,282,669                   --
- --------------------------------------------------------------------------------------------------------------------------------
FDIC Trust, Gtd. Real Estate Mtg. Investment Conduit Pass-Through Certificates:
Series 1994-C1, Cl. 2D, 8.70%, 9/25/25                                                            1,500,000            1,468,359
Series 1994-C1, Cl. 2E, 8.70%, 9/25/25                                                            1,500,000            1,468,359
- --------------------------------------------------------------------------------------------------------------------------------
First Chicago/Lennar Trust 1, Commercial Mtg. Pass-Through Certificates,
Series 1997-CHL1, Cl. C, 8.111%, 7/25/06(1)(3)                                                    2,746,000            2,684,643
- --------------------------------------------------------------------------------------------------------------------------------
First Union National Bank Commercial Mortgage Trust, Commercial Mtg.
Pass-Through Certificates, Series 2001-C2, Cl. E, 7.003%, 1/12/43                                 4,931,000            5,006,506
- --------------------------------------------------------------------------------------------------------------------------------
First Union-Lehman Brothers Commercial Mortgage Trust, Interest-Only
Stripped Mtg.-Backed Security, Series 1998-C2, 10.93%, 5/18/28(4)                                18,549,457              568,439
- --------------------------------------------------------------------------------------------------------------------------------
General Motors Acceptance Corp., Collateralized Mtg. Obligations,
Series 1998-C1, Cl. E, 7.096%, 3/15/11(3)                                                         3,500,000            3,473,750
- --------------------------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc., Interest-Only Stripped
Mtg.-Backed Security Pass-Through Certificates, Series 1997-C1, Cl. X, 8.15%, 7/15/27(4)         16,889,415            1,136,077
- --------------------------------------------------------------------------------------------------------------------------------
GS Mortgage Securities Corp. II, Commercial Mtg. Obligations:
Series 2001-Rock, Cl. C, 6.878%, 5/3/18(2)                                                        4,800,000            4,733,624
Series 2001-Rock, Cl. E, 6.878%, 5/3/18(2)                                                        3,300,000            3,140,155
- --------------------------------------------------------------------------------------------------------------------------------
Hotel First Mortgage Trust, Commercial Mtg. Obligations,
Series 1993-A, Cl. A, 8.52%, 8/5/08(1)                                                            1,716,187            1,789,125
- --------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities, Commercial Mtg.
Pass-Through Obligations, Series 2001-FL1A, Series G, 3.895%, 7/13/13(1)(3)                       5,566,977            5,462,379
- --------------------------------------------------------------------------------------------------------------------------------
LB-UBS Securities Commercial Mortgage Trust, Commercial Mtg.
Pass-Through Certificates, Series 2000-C3, Cl. C, 7.95%, 2/15/10                                  5,826,600            6,263,595
- --------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Commercial Conduit Mortgage Trust, Interest-Only
Stripped Mtg.-Backed Security, Series 1998-C1, Cl. IO, 11.61%, 2/18/28(4)                        25,343,755            1,088,989
- --------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Capital I, Inc., Commercial Mtg. Pass-Through Certificates:
Series 1996-C1, Cl. E, 7.377%, 3/15/06(1)(3)                                                        715,000              680,603
Series 1997-RR, Cl. D, 7.751%, 4/30/39(2)(3)                                                      2,580,138            2,231,997
Series 1998-WF1, Cl. F, 7.30%, 3/15/30(1)                                                         3,000,000            2,679,375
- --------------------------------------------------------------------------------------------------------------------------------
Mortgage Capital Funding, Inc., Multifamily Mtg. Pass-Through Certificates,
Series 1996-MC1, Cl. G, 7.15%, 6/15/06(2)                                                         1,625,000            1,474,275
- --------------------------------------------------------------------------------------------------------------------------------
NationsBank Trust, Lease Pass-Through Certificates,
Series 1997A-1, 7.442%, 1/10/11(3)                                                                2,232,813            2,356,665
- --------------------------------------------------------------------------------------------------------------------------------
Nomura Asset Securities Corp., Commercial Mtg. Obligations,
Series 1996-MD5, Cl. A3, 7.638%, 4/13/39(3)                                                       8,400,000            8,866,032
- --------------------------------------------------------------------------------------------------------------------------------
PNC Mortgage Securities Corp., Collateralized Mtg. Obligations
Pass-Through Certificates, Series 1998-12, Cl. 1A2, 5.75%, 1/25/29                                9,685,500            8,780,487
- --------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc., Commercial Mtg.
Pass-Through Certificates, Series 2001-CDCA, Cl. GSA, 3.896%, 2/15/13(2)(3)                       4,891,800            4,897,915
- --------------------------------------------------------------------------------------------------------------------------------
Structured Asset Securities Corp., Sub. Multiclass Pass-Through Certificates,
Series 1996-CFL, Cl. G, 7.75%, 2/25/28                                                            7,500,000            7,529,297
                                                                                                                    ------------
                                                                                                                     114,535,960


                            Oppenheimer Bond Fund/VA

Statement of Investments   (Continued)

                                                                                                 Principal          Market Value
                                                                                                 Amount             See Note 1
- --------------------------------------------------------------------------------------------------------------------------------

Other--0.0%
Salomon Brothers Mortgage Securities VI, Inc., Principal-Only Stripped
Mtg.-Backed Security, Series 1987-3, Cl. A, (1.44)%, 10/23/17(1)(7)                              $   53,878         $     44,315
- --------------------------------------------------------------------------------------------------------------------------------
Residential--3.8%
Countrywide Funding Corp., Mtg. Pass-Through Certificates,
Series 1993-12, Cl. B1, 6.625%, 2/25/24                                                             819,084              801,163
- --------------------------------------------------------------------------------------------------------------------------------
NC Finance Trust, Collateralized Mtg. Obligations,
Series 2001-1, Cl. ECFD, 7.25%, 10/22/02                                                          4,277,901            4,277,902
- --------------------------------------------------------------------------------------------------------------------------------
Ryland Mortgage Securities Corp. III, Sub. Bonds,
Series 1992-A, Cl. 1A, 8.25%, 3/29/30(3)                                                             66,975               68,063
- --------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc., Commercial Mtg.
Pass-Through Certificates, Series 1999-NC2, Cl. M3, 5.35%, 4/25/29(3)                             3,072,000            3,085,440
- --------------------------------------------------------------------------------------------------------------------------------
Structured Asset Securities Corp., Collateralized Mtg. Obligations,
Mtg. Pass-Through Certificates, Series 1998-8, Cl. B, 3.40%, 8/25/28(3)                           3,383,193            3,337,204
- --------------------------------------------------------------------------------------------------------------------------------
Washington Mutual Finance Corp., Collateralized Mtg. Obligations,
Series 2000-1, Cl. B1, 5.93%, 1/25/40(3)                                                          5,200,000            5,155,312
- --------------------------------------------------------------------------------------------------------------------------------
Washington Mutual Mortgage Loan Trust, Commercial Mtg. Obligations,
Series 2001-S9, Cl. A12, 6.75%, 9/25/31                                                           9,711,174            9,847,738
                                                                                                                    ------------
                                                                                                                      26,572,822
                                                                                                                    ------------
Total Mortgage-Backed Obligations (Cost $626,717,696)                                                                631,715,871

================================================================================================================================
U.S. Government Obligations--1.6%
- --------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 5.375%, 2/15/31                                                              7,450,000            7,347,570
- --------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Nts., 5%, 8/15/11                                                                   3,600,000            3,592,127
                                                                                                                    ------------
Total U.S. Government Obligations (Cost $10,932,168)                                                                  10,939,697

================================================================================================================================
Corporate Bonds and Notes--51.1%
- --------------------------------------------------------------------------------------------------------------------------------
Aerospace/Defense--0.0%
Alliant Techsystems, Inc., 8.50% Sr. Unsec. Sub. Nts., 5/15/11                                      300,000              313,500
- --------------------------------------------------------------------------------------------------------------------------------
Chemicals--0.4%
Avecia Group plc, 11% Sr. Unsec. Nts., 7/1/09                                                       800,000              768,000
- --------------------------------------------------------------------------------------------------------------------------------
Huntsman Corp./ICI Chemical Co. plc, 10.125% Sr. Unsec. Sub. Nts., 7/1/09                           400,000              386,000
- --------------------------------------------------------------------------------------------------------------------------------
ISP Chemco, Inc., 10.25% Sr. Sub. Nts., 7/1/11(2)                                                   400,000              420,000
- --------------------------------------------------------------------------------------------------------------------------------
Lyondell Chemical Co.:
9.50% Sec. Nts., 12/15/08(2)                                                                        200,000              199,000
9.625% Sr. Sec. Nts., Series A, 5/1/07                                                              300,000              303,750
- --------------------------------------------------------------------------------------------------------------------------------
OM Group, Inc., 9.25% Sr. Sub. Nts., 12/15/11(2)                                                    250,000              256,250
- --------------------------------------------------------------------------------------------------------------------------------
Sterling Chemicals, Inc., 12.375% Sr. Sec. Nts., Series B, 7/15/06(8)                               400,000              334,000
                                                                                                                    ------------
                                                                                                                       2,667,000
- --------------------------------------------------------------------------------------------------------------------------------
Consumer Non-Durables--0.2%
AKI, Inc., 10.50% Sr. Unsec. Nts., 7/1/08                                                           300,000              286,500
- --------------------------------------------------------------------------------------------------------------------------------
Pennzoil-Quaker State Co., 10% Sr. Nts., 11/1/08(2)                                                 300,000              315,000
- --------------------------------------------------------------------------------------------------------------------------------
Playtex Products, Inc., 9.375% Sr. Unsec. Sub. Nts., 6/1/11                                         500,000              530,000
- --------------------------------------------------------------------------------------------------------------------------------
Revlon Consumer Products Corp.:
9% Sr. Nts., 11/1/06                                                                                200,000              138,000
12% Sr. Sec. Nts., 12/1/05(2)                                                                       250,000              249,687
- --------------------------------------------------------------------------------------------------------------------------------
Styling Technology Corp., 10.875% Sr. Unsec. Sub. Nts., 7/1/08(1)(8(9)                              360,000                   --
                                                                                                                    ------------
                                                                                                                       1,519,187


                            Oppenheimer Bond Fund/VA

Statement of Investments   (Continued)

                                                                                                 Principal          Market Value
                                                                                                 Amount             See Note 1
- --------------------------------------------------------------------------------------------------------------------------------

Energy--3.8%
Colorado Interstate Gas Corp., 10% Sr. Debs., 6/15/05                                            $  500,000         $    577,491
- --------------------------------------------------------------------------------------------------------------------------------
Devon Financing Corp., 7.875% Debs., 9/30/31(2)                                                   9,600,000            9,744,470
- --------------------------------------------------------------------------------------------------------------------------------
El Paso Energy Partners LP, 8.50% Sr. Unsec. Sub. Nts., Series B, 6/1/11                            850,000              862,750
- --------------------------------------------------------------------------------------------------------------------------------
Enron Corp., 9.875% Debs., 6/15/03(8)                                                               375,000               75,000
- --------------------------------------------------------------------------------------------------------------------------------
Hornbeck-Leevac Marine Services, Inc., 10.625% Sr. Nts., 8/1/08(2)                                  750,000              765,000
- --------------------------------------------------------------------------------------------------------------------------------
Kinder Morgan Energy Partners LP, 6.75% Sr. Unsec. Nts., 3/15/11                                  5,000,000            5,007,910
- --------------------------------------------------------------------------------------------------------------------------------
McDermott, Inc., 9.375% Nts., 3/15/02                                                               400,000              362,000
- --------------------------------------------------------------------------------------------------------------------------------
Mitchell Energy & Development Corp., 9.25% Sr. Nts., 1/15/02                                         55,000               55,101
- --------------------------------------------------------------------------------------------------------------------------------
Ocean Rig Norway AS, 10.25% Sr. Sec. Nts., 6/1/08                                                   400,000              350,000
- --------------------------------------------------------------------------------------------------------------------------------
P&L Coal Holdings Corp., 9.625% Sr. Sub. Nts., Series B, 5/15/08                                    725,000              781,187
- --------------------------------------------------------------------------------------------------------------------------------
PanCanadian Energy Corp., 7.20% Bonds, 11/1/31                                                    6,750,000            6,593,791
- --------------------------------------------------------------------------------------------------------------------------------
SESI LLC, 8.875% Sr. Unsec. Nts., 5/15/11                                                           500,000              472,500
- --------------------------------------------------------------------------------------------------------------------------------
Stone Energy Corp., 8.25% Sr. Sub. Nts., 12/15/11(2)                                                300,000              306,000
- --------------------------------------------------------------------------------------------------------------------------------
Westport Resources Corp., 8.25% Sr. Unsec. Sub. Nts., 11/1/11(2)                                    500,000              507,500
                                                                                                                    ------------
                                                                                                                      26,460,700
- --------------------------------------------------------------------------------------------------------------------------------
Financial--16.9%
Aeltus CBO II Ltd./Aeltus CBO II Corp., 7.982% Sr. Sec. Sub. Bonds, 8/6/09(2)                     5,000,000            4,993,100
- --------------------------------------------------------------------------------------------------------------------------------
Brascan Corp., 8.125% Nts., 12/15/08                                                              6,025,000            6,020,764
- --------------------------------------------------------------------------------------------------------------------------------
BT Institutional Cap Trust A, 8.09% Bonds, 12/1/26(2)                                             7,800,000            7,814,040
- --------------------------------------------------------------------------------------------------------------------------------
Colonial Bank, 9.375% Sub. Nts., 6/1/11                                                           6,900,000            7,271,482
- --------------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston (USA), Inc., 6.125% Nts., 11/15/11                                     6,000,000            5,866,938
- --------------------------------------------------------------------------------------------------------------------------------
Dime Capital Trust I, 9.33% Capital Securities, Series A, 5/6/27                                 10,228,000           10,867,720
- --------------------------------------------------------------------------------------------------------------------------------
Nationwide CSN Trust, 9.875% Sec. Nts., 2/15/25(2)                                                9,500,000            9,882,100
- --------------------------------------------------------------------------------------------------------------------------------
Ohio National Financial Services, Inc., 7% Nts., 7/15/11(2)                                      15,900,000           16,110,421
- --------------------------------------------------------------------------------------------------------------------------------
Osprey Trust/Osprey I, Inc., 8.31% Sr. Sec. Nts., 1/15/03(2)(8)                                  37,300,000            7,646,500
- --------------------------------------------------------------------------------------------------------------------------------
Oversea-Chinese Banking Corp. Ltd., 7.75% Unsec. Sub. Nts., 9/6/11                                9,800,000           10,251,349
- --------------------------------------------------------------------------------------------------------------------------------
Popular North America, Inc. 6.80% Medium-Term Nts., Series C, 12/21/05                            5,720,000            5,790,213
- --------------------------------------------------------------------------------------------------------------------------------
Sears Roebuck Acceptance Corp., 6.75% Nts., 8/15/11                                               9,000,000            8,993,214
- --------------------------------------------------------------------------------------------------------------------------------
Stilwell Financial, Inc., 7% Nts., 11/1/06                                                        8,000,000            7,838,944
- --------------------------------------------------------------------------------------------------------------------------------
U.S. Leasing International, Inc., 6.625% Sr. Nts., 5/15/03                                          750,000              772,740
- --------------------------------------------------------------------------------------------------------------------------------
Unicredito Italiano Capital Trust, 9.20% Non-Cum. Trust
Preferred Securities, 10/5/49(2)(3)                                                               6,600,000            7,353,225
                                                                                                                    ------------
                                                                                                                     117,472,750
- --------------------------------------------------------------------------------------------------------------------------------
Food/Tobacco--0.8%
Aurora Foods, Inc., 8.75% Sr. Sub. Nts., Series B, 7/1/08                                           300,000              274,500
- --------------------------------------------------------------------------------------------------------------------------------
Canandaigua Brands, Inc., 8.625% Sr. Unsec. Nts., 8/1/06                                          1,000,000            1,035,000
- --------------------------------------------------------------------------------------------------------------------------------
Great Atlantic & Pacific Tea Co., Inc. (The), 9.125% Sr. Nts., 12/15/11                             250,000              251,875
- --------------------------------------------------------------------------------------------------------------------------------
Kraft Foods, Inc., 6.50% Bonds, 11/1/31                                                           3,600,000            3,535,085
- --------------------------------------------------------------------------------------------------------------------------------
Winn-Dixie Stores, Inc., 8.875% Sr. Nts., 4/1/08                                                    300,000              288,000
                                                                                                                    ------------
                                                                                                                       5,384,460


                            Oppenheimer Bond Fund/VA

Statement of Investments   (Continued)

                                                                                                Principal            Market Value
                                                                                                Amount               See Note 1
- --------------------------------------------------------------------------------------------------------------------------------

Forest Products/Containers--2.4%
Potlatch Corp., 9.46% Medium-Term Nts., 4/2/02                                                  $   500,000          $   508,061
- --------------------------------------------------------------------------------------------------------------------------------
Riverwood International Corp., 10.625% Sr. Unsec. Nts., 8/1/07                                      450,000              474,750
- --------------------------------------------------------------------------------------------------------------------------------
Scotia Pacific Co. LLC, 7.71% Sec. Nts., Series B, Cl. A-3, 1/20/14                              18,649,000           15,333,581
- --------------------------------------------------------------------------------------------------------------------------------
Stone Container Corp., 9.75% Sr. Unsec. Nts., 2/1/11                                                400,000              427,000
                                                                                                                     -----------
                                                                                                                      16,743,392
- --------------------------------------------------------------------------------------------------------------------------------
Gaming/Leisure--0.9%
Aztar Corp., 9% Sr. Sub. Nts., 8/15/11(2)                                                           500,000              517,500
- --------------------------------------------------------------------------------------------------------------------------------
Felcor Lodging LP, 8.50% Sr. Nts., 6/1/11                                                           308,000              297,220
- --------------------------------------------------------------------------------------------------------------------------------
HMH Properties, Inc., 8.45% Sr. Nts., Series C, 12/1/08                                             300,000              286,500
- --------------------------------------------------------------------------------------------------------------------------------
Host Marriott LP, 9.50% Sr. Nts., 1/15/07(2)                                                        400,000              402,500
- --------------------------------------------------------------------------------------------------------------------------------
Intrawest Corp., 9.75% Sr. Nts., 8/15/08                                                            600,000              588,000
- --------------------------------------------------------------------------------------------------------------------------------
Meristar Hospitality Corp.:
8.75% Sr. Unsec. Sub. Nts., 8/15/07                                                                 700,000              589,750
9.125% Sr. Nts., 1/15/11                                                                            400,000              378,000
- --------------------------------------------------------------------------------------------------------------------------------
Meristar Hospitality Operating Partnership/Finance Corp. II, 10.50% Sr. Nts., 6/15/09(2)            350,000              352,188
- --------------------------------------------------------------------------------------------------------------------------------
MGM Mirage, Inc., 8.375% Sr. Unsec. Sub. Nts., 2/1/11                                               800,000              794,000
- --------------------------------------------------------------------------------------------------------------------------------
Mohegan Tribal Gaming Authority:
8.125% Sr. Nts., 1/1/06(1)                                                                          400,000              413,000
8.375% Sr. Sub. Nts., 7/1/11                                                                        300,000              310,500
8.75% Sr. Unsec. Sub. Nts., 1/1/09                                                                  300,000              312,000
- --------------------------------------------------------------------------------------------------------------------------------
Premier Parks, Inc.:
0%/10% Sr. Disc. Nts., 4/1/08(10)                                                                   300,000              257,250
9.75% Sr. Nts., 6/15/07                                                                             200,000              209,750
- --------------------------------------------------------------------------------------------------------------------------------
Station Casinos, Inc., 9.75% Sr. Sub. Nts., 4/15/07                                                 550,000              562,375
                                                                                                                     -----------
                                                                                                                       6,270,533
- --------------------------------------------------------------------------------------------------------------------------------
Healthcare--0.4%
Fresenius Medical Care Capital Trust II, 7.875% Nts., 2/1/08                                        600,000              603,000
- --------------------------------------------------------------------------------------------------------------------------------
Fresenius Medical Care Capital Trust IV, 7.875% Trust Preferred Nts., 6/15/11                       600,000              600,000
- --------------------------------------------------------------------------------------------------------------------------------
ICN Pharmaceuticals, Inc.:
8.75% Sr. Nts., 11/15/08(1)                                                                         275,000              309,375
9.75% Sr. Nts., 11/15/08(2)                                                                         125,000              140,625
- --------------------------------------------------------------------------------------------------------------------------------
Magellan Health Services, Inc., 9.375% Sr. Nts., 11/15/07(2)                                        300,000              306,000
- --------------------------------------------------------------------------------------------------------------------------------
Tenet Healthcare Corp., 8.125% Sr. Unsec. Sub. Nts., Series B, 12/1/08(1)                           500,000              530,000
                                                                                                                     -----------
                                                                                                                       2,489,000
- --------------------------------------------------------------------------------------------------------------------------------
Housing--3.8%
CB Richard Ellis Services, Inc., 11.25% Sr. Unsec. Sub. Nts., 6/15/11                               300,000              258,000
- --------------------------------------------------------------------------------------------------------------------------------
CPG Partners LP, 8.25% Unsec. Unsub. Nts., 2/1/11                                                 6,300,000            6,387,690
- --------------------------------------------------------------------------------------------------------------------------------
D.R. Horton, Inc.:
7.875% Sr. Nts., 8/15/11                                                                            400,000              392,000
9.75% Sr. Sub. Nts., 9/15/10                                                                        400,000              414,000
- --------------------------------------------------------------------------------------------------------------------------------
KB Home:
8.65% Sr. Sub. Nts., 12/15/08                                                                       400,000              404,000
9.50% Sr. Unsec. Sub. Nts., 2/15/11                                                                 300,000              307,500


                          Oppenheimer Bond Fund/VA

Statement of Investments   (Continued)

                                                                                                Principal            Market Value
                                                                                                Amount               See Note 1
- --------------------------------------------------------------------------------------------------------------------------------

Housing  (continued)
Nortek, Inc.:
9.125% Sr. Unsec. Nts., Series B, 9/1/07                                                        $   200,000          $   204,000
9.25% Sr. Nts., Series B, 3/15/07                                                                   800,000              820,000
- --------------------------------------------------------------------------------------------------------------------------------
Pulte Corp., 8.125% Sr. Unsec. Nts., 3/1/11                                                       3,600,000            3,562,585
- --------------------------------------------------------------------------------------------------------------------------------
Socgen Real Estate LLC, 7.64% Bonds, 12/29/49(2)                                                 12,000,000           12,388,668
- --------------------------------------------------------------------------------------------------------------------------------
Toll Corp., 8.25% Sr. Sub. Nts., 12/1/11                                                          1,000,000              995,000
                                                                                                                     -----------
                                                                                                                      26,133,443
- --------------------------------------------------------------------------------------------------------------------------------
Information Technology--0.1%
Amkor Technology, Inc., 9.25% Sr. Unsec. Sub. Nts., 2/15/08                                         400,000              380,000
- --------------------------------------------------------------------------------------------------------------------------------
Fairchild Semiconductor Corp., 10.50% Sr. Unsec. Sub. Nts., 2/1/09                                  400,000              427,000
                                                                                                                     -----------
                                                                                                                         807,000
- --------------------------------------------------------------------------------------------------------------------------------
Manufacturing--0.1%
Moll Industries, Inc., 10.50% Sr. Unsec. Sub. Nts., 7/1/08(1)                                       250,000               46,250
- --------------------------------------------------------------------------------------------------------------------------------
Roller Bearing Co. of America, Inc., 9.625% Sr. Sub. Nts., Series B, 6/15/07(1)                     500,000              440,000
- --------------------------------------------------------------------------------------------------------------------------------
Terex Corp.:
8.875% Sr. Unsec. Sub. Nts., Series C, 4/1/08                                                       100,000               99,000
9.25% Sr. Sub. Nts., 7/15/11(2)                                                                     250,000              251,250
                                                                                                                     -----------
                                                                                                                         836,500
- --------------------------------------------------------------------------------------------------------------------------------
Media/Entertainment: Broadcasting--0.5%
Chancellor Media Corp., 8.75% Sr. Unsec. Sub. Nts., Series B, 6/15/07                             2,500,000            2,612,500
- --------------------------------------------------------------------------------------------------------------------------------
Emmis Communications Corp., 8.125% Sr. Unsec. Sub. Nts., Series B, 3/15/09                          600,000              577,500
- --------------------------------------------------------------------------------------------------------------------------------
Radio One, Inc., 8.875% Sr. Unsec. Sub. Nts., Series B, 7/1/11                                      250,000              259,375
                                                                                                                     -----------
                                                                                                                       3,449,375
- --------------------------------------------------------------------------------------------------------------------------------
Media/Entertainment: Cable/Wireless Video--1.3%
Adelphia Communications Corp., 8.375% Sr. Nts., Series B, 2/1/08                                  1,300,000            1,210,625
- --------------------------------------------------------------------------------------------------------------------------------
Charter Communications Holdings LLC/Charter
Communications Holdings Capital Corp.:
8.25% Sr. Unsec. Nts., 4/1/07                                                                     3,000,000            2,898,750
10% Sr. Unsec. Sub. Nts., 5/15/11                                                                   600,000              613,500
10.75% Sr. Unsec. Nts., 10/1/09                                                                     800,000              848,000
- --------------------------------------------------------------------------------------------------------------------------------
EchoStar Broadband Corp., 10.375% Sr. Unsec. Nts., 10/1/07                                          900,000              947,250
- --------------------------------------------------------------------------------------------------------------------------------
EchoStar DBS Corp., 9.375% Sr. Unsec. Nts., 2/1/09                                                1,000,000            1,035,000
- --------------------------------------------------------------------------------------------------------------------------------
Insight Midwest LP/Insight Capital, Inc., 9.75% Sr. Nts., 10/1/09                                   500,000              530,000
- --------------------------------------------------------------------------------------------------------------------------------
Mediacom LLC/Mediacom Capital Corp., 9.50% Sr. Unsec. Nts., 1/15/13                                 600,000              625,500
- --------------------------------------------------------------------------------------------------------------------------------
NTL Communications Corp., 11.50% Sr. Unsec. Nts., Series B, 10/1/08                                 600,000              213,000
- --------------------------------------------------------------------------------------------------------------------------------
Sinclair Broadcast Group, Inc., 8.75% Sr. Sub. Nts., 12/15/11(2)                                    250,000              251,250
                                                                                                                     -----------
                                                                                                                       9,172,875
- --------------------------------------------------------------------------------------------------------------------------------
Media/Entertainment: Diversified Media--0.4%
Adelphia Communications Corp., 10.25% Sr. Unsec. Nts., 11/1/06                                      300,000              307,500
- --------------------------------------------------------------------------------------------------------------------------------
AMC Entertainment, Inc., 9.50% Sr. Unsec. Sub. Nts., 2/1/11                                         300,000              292,875
- --------------------------------------------------------------------------------------------------------------------------------
GSP I Corp., 10.15% First Mtg. Bonds, 6/24/10(2)                                                    927,995              951,687
- --------------------------------------------------------------------------------------------------------------------------------
Imax Corp., 7.875% Sr. Nts., 12/1/05                                                                900,000              344,250
- --------------------------------------------------------------------------------------------------------------------------------
Key3Media Group, Inc., 11.25% Sr. Sub. Nts., 6/15/11                                                600,000              507,000
- --------------------------------------------------------------------------------------------------------------------------------
Mail-Well I Corp., 8.75% Sr. Unsec. Sub. Nts., Series B, 12/15/08                                   300,000              235,500
- --------------------------------------------------------------------------------------------------------------------------------
Penton Media, Inc., 10.375% Sr. Unsec. Sub. Nts., 6/15/11                                           600,000              345,000
                                                                                                                    ------------
                                                                                                                       2,983,812


                            Oppenheimer Bond Fund/VA

Statement of Investments   (Continued)

                                                                                                Principal            Market Value
                                                                                                Amount               See Note 1
- --------------------------------------------------------------------------------------------------------------------------------

Media/Entertainment: Telecommunications--6.2%
Cable & Wire Optus Ltd., 8.125% Nts., 6/15/09(2)                                                $ 8,950,000          $ 9,823,055
- --------------------------------------------------------------------------------------------------------------------------------
Calpoint Receivable Strip Trust 2001, 7.44% Bonds, 12/10/06(2)                                   12,000,000           11,789,556
- --------------------------------------------------------------------------------------------------------------------------------
Global Crossing Holdings Ltd., 8.70% Sr. Unsec. Nts., 8/1/07(8)                                     200,000               19,000
- --------------------------------------------------------------------------------------------------------------------------------
International CableTel, Inc., 11.50% Sr. Deferred Coupon Nts., Series B, 2/1/06                   1,250,000              443,750
- --------------------------------------------------------------------------------------------------------------------------------
Metromedia Fiber Network, Inc., 10% Sr. Unsec. Nts., Series B, 11/15/08                             400,000              118,000
- --------------------------------------------------------------------------------------------------------------------------------
Qwest Capital Funding, Inc., 7.625% Bonds, 8/3/21(2)                                              1,500,000            1,434,344
- --------------------------------------------------------------------------------------------------------------------------------
Qwest Communications International, Inc., 7.50% Sr. Unsec. Nts., Series B, 11/1/08               10,065,000           10,190,611
- --------------------------------------------------------------------------------------------------------------------------------
Teleglobe, Inc., 7.70% Unsec. Debs., 7/20/29                                                      8,045,000            6,769,900
- --------------------------------------------------------------------------------------------------------------------------------
Triton PCS, Inc., 8.75% Sr. Sub. Nts., 11/15/11(2)                                                  600,000              603,000
- --------------------------------------------------------------------------------------------------------------------------------
WorldCom, Inc., 8.25% Bonds, 5/15/31                                                              1,920,000            2,035,350
- --------------------------------------------------------------------------------------------------------------------------------
XO Communications, Inc., 9.625% Sr. Nts., 10/1/07(8)                                                800,000              100,000
                                                                                                                     -----------
                                                                                                                      43,326,566
- --------------------------------------------------------------------------------------------------------------------------------
Media/Entertainment: Wireless Communications--1.8%
American Cellular Corp., 9.50% Sr. Sub. Nts., 10/15/09                                            1,250,000            1,218,750
- --------------------------------------------------------------------------------------------------------------------------------
American Tower Corp., 9.375% Sr. Nts., 2/1/09                                                       700,000              567,000
- --------------------------------------------------------------------------------------------------------------------------------
Loral Space & Communications Ltd., 9.50% Sr. Nts., 1/15/06                                          200,000              111,000
- --------------------------------------------------------------------------------------------------------------------------------
Nextel Communications, Inc., 9.375% Sr. Unsec. Nts., 11/15/09                                     1,050,000              832,125
- --------------------------------------------------------------------------------------------------------------------------------
Omnipoint Corp., 11.50% Sr. Nts., 9/15/09(2)                                                        650,000              754,000
- --------------------------------------------------------------------------------------------------------------------------------
Price Communications Wireless, Inc., 9.125% Sr. Sec. Nts., Series B, 12/15/06(1)                  1,000,000            1,065,000
- --------------------------------------------------------------------------------------------------------------------------------
SBA Communications Corp.:
0%/12% Sr. Unsec. Disc. Nts., 3/1/08(10)                                                            700,000              528,500
10.25% Sr. Unsec. Nts., 2/1/09                                                                      200,000              172,000
- --------------------------------------------------------------------------------------------------------------------------------
Spectrasite Holdings, Inc., 0%/12% Sr. Disc. Nts., 7/15/08(10)                                      600,000              189,000
- --------------------------------------------------------------------------------------------------------------------------------
Triton PCS, Inc., 9.375% Sr. Unsec. Sub. Nts., 2/1/11                                               400,000              416,000
- --------------------------------------------------------------------------------------------------------------------------------
VoiceStream Wireless Corp., 10.375% Sr. Unsec. Nts., 11/15/09                                     5,820,000            6,634,800
                                                                                                                     -----------
                                                                                                                      12,488,175
- --------------------------------------------------------------------------------------------------------------------------------
Metals/Minerals--0.3%
AK Steel Corp.:
7.875% Sr. Unsec. Nts., 2/15/09                                                                     500,000              492,500
9.125% Sr. Nts., 12/15/06                                                                           550,000              565,125
- --------------------------------------------------------------------------------------------------------------------------------
Great Lakes Carbon Corp., 10.25% Sr. Sub. Nts., Series B, 5/15/08                                   794,062              480,408
- --------------------------------------------------------------------------------------------------------------------------------
National Steel Corp., 9.875% First Mtg. Bonds, Series D, 3/1/09                                     500,000              177,500
- --------------------------------------------------------------------------------------------------------------------------------
United States Steel LLC, 10.75% Sr. Nts., 8/1/08                                                    300,000              288,000
                                                                                                                     -----------
                                                                                                                       2,003,533
- --------------------------------------------------------------------------------------------------------------------------------
Retail--0.1%
Amazon.com, Inc., 0%/10% Sr. Unsec. Disc. Nts., 5/1/08(10)                                          300,000              223,500
- --------------------------------------------------------------------------------------------------------------------------------
CSK Auto, Inc., 12% Sr. Nts., 6/15/06(2)                                                            200,000              202,500
- --------------------------------------------------------------------------------------------------------------------------------
Ingram Micro, Inc., 9.875% Sr. Unsec. Sub. Nts., 8/15/08(1)                                         300,000              305,250
                                                                                                                     -----------
                                                                                                                         731,250


                          Oppenheimer Bond Fund/VA

Statement of Investments   (Continued)

                                                                                                Principal           Market Value
                                                                                                Amount              See Note 1
- --------------------------------------------------------------------------------------------------------------------------------

Service--2.1%
Allied Waste North America, Inc.:
8.50% Sr. Nts., 12/1/08(2)                                                                      $   300,000         $    304,500
8.875% Sr. Nts., Series B, 4/1/08                                                                 1,000,000            1,035,000
10% Sr. Unsec. Sub. Nts., Series B, 8/1/09                                                          600,000              621,000
- --------------------------------------------------------------------------------------------------------------------------------
Great Lakes Dredge & Dock Corp., 11.25% Sr. Unsec. Sub. Nts., 8/15/08                               300,000              307,875
- --------------------------------------------------------------------------------------------------------------------------------
Integrated Electrical Services, Inc., 9.375% Sr. Sub. Nts., Series C, 2/1/09                        450,000              400,500
- --------------------------------------------------------------------------------------------------------------------------------
MMCaps Funding I Ltd., Inc., 8.03% Sr. Nts., 6/15/31(2)                                           7,150,000            6,951,838
- --------------------------------------------------------------------------------------------------------------------------------
PHH Corp., 8.125% Nts., 2/3/03                                                                    4,550,000            4,550,073
- --------------------------------------------------------------------------------------------------------------------------------
Protection One, Inc./Protection One Alarm Monitoring, Inc.,
7.375% Sr. Unsec. Nts., 8/15/05                                                                     300,000              247,500
- --------------------------------------------------------------------------------------------------------------------------------
Safety-Kleen Corp., 9.25% Sr. Unsec. Nts., 5/15/09(1)(8)(9)                                         800,000                   80
                                                                                                                    ------------
                                                                                                                      14,418,366
- --------------------------------------------------------------------------------------------------------------------------------
Transportation--0.6%
Amtran, Inc., 9.625% Nts., 12/15/05                                                                 800,000              562,000
- --------------------------------------------------------------------------------------------------------------------------------
Atlas Air, Inc.:
8.01% Pass-Through Certificates, Series 1998-1C, 1/2/10                                           2,359,263            2,288,532
9.375% Sr. Unsec. Nts., 11/15/06                                                                    300,000              250,500
- --------------------------------------------------------------------------------------------------------------------------------
Dura Operating Corp., 9% Sr. Unsec. Sub. Nts., Series D, 5/1/09                                     450,000              425,250
- --------------------------------------------------------------------------------------------------------------------------------
Federal-Mogul Corp., 7.375% Nts., 1/15/06(8)                                                        625,000               87,500
- --------------------------------------------------------------------------------------------------------------------------------
Hayes Lemmerz International, Inc., 11.875% Sr. Nts., 6/15/06(2)(8)(9)                               300,000              144,000
                                                                                                                    ------------
                                                                                                                       3,757,782
- --------------------------------------------------------------------------------------------------------------------------------
Utility--8.0%
AES Corp. (The):
8.75% Sr. Unsec. Unsub. Nts., 6/15/08                                                               750,000              663,750
8.875% Sr. Unsec. Nts., 2/15/11                                                                     700,000              619,500
- --------------------------------------------------------------------------------------------------------------------------------
AGL Capital Corp., 7.125% Sr. Unsec. Nts., 1/14/11                                                7,000,000            6,926,150
- --------------------------------------------------------------------------------------------------------------------------------
Alliant Energy Resources, Inc., 7% Nts., 12/1/11                                                 10,000,000            9,560,980
- --------------------------------------------------------------------------------------------------------------------------------
Chesapeake Energy Corp., 8.375% Sr. Nts., 11/1/08(2)                                                800,000              794,000
- --------------------------------------------------------------------------------------------------------------------------------
CMS Energy Corp., 9.875% Sr. Unsec. Nts., 10/15/07                                                  600,000              637,313
- --------------------------------------------------------------------------------------------------------------------------------
Kansas City Power & Light Co., 6.50% Sr. Nts., 11/15/11                                           5,000,000            4,838,105
- --------------------------------------------------------------------------------------------------------------------------------
PSEG Energy Holdings, Inc., 8.625% Sr. Unsec. Nts., 2/15/08                                       4,800,000            4,884,293
- --------------------------------------------------------------------------------------------------------------------------------
PSEG Power LLC, 8.625% Sr. Unsec. Nts., 4/15/31                                                   5,500,000            6,125,064
- --------------------------------------------------------------------------------------------------------------------------------
Qwest Corp., 6.875% Unsec. Debs., 9/15/33                                                         7,447,000            6,266,449
- --------------------------------------------------------------------------------------------------------------------------------
South Carolina Electric & Gas Co., 9% Mtg. Bonds, 7/15/06                                           500,000              526,261
- --------------------------------------------------------------------------------------------------------------------------------
Williams Cos., Inc. (The), 7.50% Sr. Unsec. Unsub. Debs., Cl. A, 1/15/31                          2,900,000            2,833,404
- --------------------------------------------------------------------------------------------------------------------------------
Xcel Energy, Inc., 7% Sr. Unsec. Sub. Nts., 12/1/10                                              10,400,000           10,521,566
                                                                                                                    ------------
                                                                                                                      55,196,835
                                                                                                                    ------------
Total Corporate Bonds and Notes (Cost $382,812,420)                                                                  354,626,034

                                                                                                Shares
================================================================================================================================

Preferred Stocks--0.9%
- --------------------------------------------------------------------------------------------------------------------------------
Pacific Gas & Electric Co., $14.75 Cum.(9)                                                          168,000            3,433,500
- --------------------------------------------------------------------------------------------------------------------------------
Southern California Edison Co., 6.45% Cum., Non-Vtg.(9)                                              30,000            2,849,064
                                                                                                                    ------------
Total Preferred Stocks (Cost $6,078,000)                                                                               6,282,564


                            Oppenheimer Bond Fund/VA

Statement of Investments   (Continued)

                                                                                                                  Market Value
                                                                                                 Shares           See Note 1
================================================================================================================================

Common Stocks--0.0%
- --------------------------------------------------------------------------------------------------------------------------------
Aurora Foods, Inc.(1)(9)                                                                              5,313       $       13,415
- --------------------------------------------------------------------------------------------------------------------------------
Pathmark Stores, Inc.(9)                                                                              7,645              188,526
                                                                                                                  --------------
Total Common Stocks (Cost $91,262)                                                                                       201,941

                                                                                                 Units
================================================================================================================================

Rights, Warrants and Certificates--0.0%
- --------------------------------------------------------------------------------------------------------------------------------
Pathmark Stores, Inc. Wts., Exp. 9/19/10(9) (Cost $14,872)                                            5,408               49,213

                                                                        Date       Strike        Contracts
================================================================================================================================

Options Purchased--0.4%
- --------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 5.375%, 2/15/31 Call(1)(9)                         1/31/02    100.00%          120,000            1,335,937
- --------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Nts. Futures, 10 yr., 3/19/02 Call(9)                     1/25/02    105.00             1,080            1,231,875
                                                                                                                  --------------
Total Options Purchased (Cost $1,747,275)                                                                              2,567,812

                                                                                                 Principal
                                                                                                 Amount
================================================================================================================================

Repurchase Agreements--0.3%
- --------------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with Banc One Capital Markets, Inc., 1.45%,
dated 12/31/01, to be repurchased at $2,138,172 on 1/2/02,
collateralized by U.S. Treasury Nts., 4.75%-7.875%, 2/28/02-11/15/08,
with a value of $1,037,079 and U.S. Treasury Bonds, 7.25%-11.125%,
8/15/03-5/15/16, with a value of $1,146,413 (Cost $2,138,000)                                    $2,138,000            2,138,000
- --------------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $1,077,786,301)                                                     151.7%       1,052,675,387
- --------------------------------------------------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets                                                                 (51.7)        (358,974,382)
                                                                                                 ----------       --------------
Net Assets                                                                                            100.0%      $  693,701,005
                                                                                                 ==========       ==============


1. Identifies issues considered to be illiquid or restricted--See Note 8 of
Notes to Financial Statements.
2. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Trustees. These securities amount to $145,675,090 or 21% of the Fund's net
assets as of December 31, 2001.
3. Represents the current interest rate for a variable or increasing rate
security.
4. Interest-Only Strips represent the right to receive the monthly interest
payments on an underlying pool of mortgage loans. These securities typically
decline in price as interest rates decline. Most other fixed income securities
increase in price when interest rates decline. The principal amount of the
underlying pool represents the notional amount on which current interest is
calculated. The price of these securities is typically more sensitive to changes
in prepayment rates than traditional mortgage-backed securities (for example,
GNMA pass-throughs). Interest rates disclosed represent current yields based
upon the current cost basis and estimated timing and amount of future cash
flows.
5. Securities with an aggregate market value of $5,671,875 are held in
collateralized accounts to cover initial margin requirements on open futures
sales contracts. See Note 6 of Notes to Financial Statements.
6. When-issued security to be delivered and settled after December 31, 2001.
7. Principal-Only Strips represent the right to receive the monthly principal
payments on an underlying pool of mortgage loans. The value of these securities
generally increases as interest rates decline and prepayment rates rise. The
price of these securities is typically more volatile than that of coupon-bearing
bonds of the same maturity. Interest rates disclosed represent current yields
based upon the current cost basis and estimated timing of future cash flows.
8. Issuer is in default.
9. Non-income-producing security.
10. Denotes a step bond: a zero coupon bond that converts to a fixed or variable
interest rate at a designated future date.

See accompanying Notes to Financial Statements.

14                          Oppenheimer Bond Fund/VA

Statement of Assets and Liabilities  December 31, 2001


================================================================================================================================

Assets
Investments, at value (cost $1,077,786,301)--see accompanying statement                                           $1,052,675,387
- --------------------------------------------------------------------------------------------------------------------------------
Cash                                                                                                                     429,126
- --------------------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold on a when-issued basis                                                                               53,164,875
Interest, dividends and principal paydowns                                                                            11,914,127
Daily variation on futures contracts                                                                                   1,990,453
Shares of beneficial interest sold                                                                                       399,518
Other                                                                                                                      5,836
                                                                                                                  --------------
Total assets                                                                                                       1,120,579,322
================================================================================================================================
Liabilities
Payables and other liabilities:
Investments purchased on a when-issued basis                                                                         424,181,946
Shares of beneficial interest redeemed                                                                                 2,563,002
Shareholder reports                                                                                                       75,041
Trustees' compensation                                                                                                     1,407
Other                                                                                                                     56,921
                                                                                                                  --------------
Total liabilities                                                                                                    426,878,317
================================================================================================================================
Net Assets                                                                                                        $  693,701,005
                                                                                                                  ==============
================================================================================================================================
Composition of Net Assets
Par value of shares of beneficial interest                                                                        $       61,895
- --------------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                                           711,536,744
- --------------------------------------------------------------------------------------------------------------------------------
Undistributed (overdistributed) net investment income                                                                 50,773,326
- --------------------------------------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments and foreign currency transactions                                (43,763,746)
- --------------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments and translation of
assets and liabilities denominated in foreign currencies                                                             (24,907,214)
                                                                                                                  --------------
Net assets--applicable to 61,894,820 shares of beneficial interest outstanding                                    $  693,701,005
                                                                                                                  ==============
================================================================================================================================
Net Asset Value, Redemption Price Per Share and Offering Price Per Share                                                  $11.21



See accompanying Notes to Financial Statements.

                            Oppenheimer Bond Fund/VA

Statement of Operations  For the Year Ended December 31, 2001


================================================================================================================================

Investment Income
Interest                                                                                                            $ 54,916,925
- --------------------------------------------------------------------------------------------------------------------------------
Dividends                                                                                                                664,337
                                                                                                                    ------------
Total income                                                                                                          55,581,262
================================================================================================================================
Expenses
Management fees                                                                                                        4,571,739
- --------------------------------------------------------------------------------------------------------------------------------
Shareholder reports                                                                                                      157,205
- --------------------------------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                                              135,424
- --------------------------------------------------------------------------------------------------------------------------------
Trustees' compensation                                                                                                    25,860
- --------------------------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                                                              7,189
- --------------------------------------------------------------------------------------------------------------------------------
Other                                                                                                                     66,014
                                                                                                                    ------------
Total expenses                                                                                                         4,963,431
Less reduction to custodian expenses                                                                                     (22,522)
                                                                                                                    ------------
Net expenses                                                                                                           4,940,909
================================================================================================================================
Net Investment Income                                                                                                 50,640,353
================================================================================================================================
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments (including premiums on options exercised)                                                                 10,837,908
Closing of futures contracts                                                                                          (7,129,075)
Closing and expiration of option contracts written                                                                     3,284,318
Foreign currency transactions                                                                                           (421,364)
                                                                                                                    ------------
Net realized gain (loss)                                                                                               6,571,787
- --------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments                                                                                                          (14,874,205)
Translation of assets and liabilities denominated in foreign currencies                                                  406,657
                                                                                                                    ------------
Net change                                                                                                           (14,467,548)
Net realized and unrealized gain (loss)                                                                               (7,895,761)
================================================================================================================================
Net Increase in Net Assets Resulting from Operations                                                                $ 42,744,592
                                                                                                                    ============


See accompanying Notes to Financial Statements.


                            Oppenheimer Bond Fund/VA

Statements of Changes in Net Assets

                                                                                               Year Ended December 31,
                                                                                               2001                 2000
================================================================================================================================

Operations
Net investment income (loss)                                                                   $ 50,640,353         $ 44,270,094
- --------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                                          6,571,787          (32,725,580)
- --------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                                            (14,467,548)          21,128,933
                                                                                               ------------         ------------
Net increase (decrease) in net assets resulting from operations                                  42,744,592           32,673,447
================================================================================================================================
Dividends and/or Distributions to Shareholders
Dividends from net investment income                                                            (44,272,510)         (45,437,709)
================================================================================================================================
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from
beneficial interest transactions                                                                132,884,316          (25,954,730)
================================================================================================================================
Net Assets
Total increase (decrease)                                                                       131,356,398          (38,718,992)
- --------------------------------------------------------------------------------------------------------------------------------
Beginning of period                                                                             562,344,607          601,063,599
                                                                                               ------------         ------------
End of period [including undistributed (overdistributed) net investment
income of $50,773,326 and $44,283,440, respectively]                                           $693,701,005         $562,344,607
                                                                                               ============         ============


See accompanying Notes to Financial Statements.

                            Oppenheimer Bond Fund/VA

Financial Highlights



                                                        Year Ended December 31,
                                                        2001            2000          1999          1998         1997
=========================================================================================================================

Per Share Operating Data
Net asset value, beginning of period                      $11.25          $11.52        $12.32        $11.91       $11.63
- -------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                        .81(1)          .94           .88           .72          .76
Net realized and unrealized gain (loss)                      .03(1)         (.29)        (1.06)          .07          .28
- -------------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations               .84             .65          (.18)          .79         1.04
- -------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.88)           (.92)         (.57)         (.20)        (.72)
Distributions from net realized gain                          --              --          (.05)         (.18)        (.04)
- -------------------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                             (.88)           (.92)         (.62)         (.38)        (.76)
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                            $11.21          $11.25        $11.52        $12.32       $11.91
                                                          ======          ======        ======        ======       ======
=========================================================================================================================
Total Return, at Net Asset Value(2)                         7.79%           6.10%        (1.52)%        6.80%        9.25%
=========================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)                $693,701        $562,345      $601,064      $655,543     $520,078
- -------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                       $638,820        $557,873      $633,059      $586,242     $449,760
- -------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                       7.93%(1)        7.94%         7.22%         6.31%        6.72%
Expenses                                                    0.77%           0.76%         0.73%         0.74%(4)     0.78%(4)
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                      186%            260%          256%           76%         117%


1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
      Net investment income                                       $.83
      Net realized and unrealized gain                            $.01
      Net investment income ratio                                 8.06%


2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods less than one full year. Total return
information does not reflect expenses that apply at the separate account level
or to related insurance products. Inclusion of these charges would reduce the
total return figures for all periods shown.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.


                            Oppenheimer Bond Fund/VA

Notes to Financial Statements

================================================================================
1. Significant Accounting Policies

Oppenheimer Bond Fund/VA (the Fund) is a separate series of Oppenheimer Variable
Account Funds (the Trust), an open-end management investment company registered
under the Investment Company Act of 1940, as amended. The Fund's main investment
objective is to seek a high level of current income. The Trust's investment
advisor is OppenheimerFunds, Inc. (the Manager). The following is a summary of
significant accounting policies consistently followed by the Fund.
- --------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges or
other domestic or foreign exchanges are valued based on the last sale price of
the security traded on that exchange prior to the time when the Fund's assets
are valued. In the absence of a sale, the security is valued at the last sale
price on the prior trading day, if it is within the spread of the closing bid
and asked prices, and if not, at the closing bid price. Securities (including
restricted securities) for which quotations are not readily available are valued
primarily using dealer-supplied valuations, a portfolio pricing service
authorized by the Board of Trustees or at their fair value. Fair value is
determined in good faith under consistently applied procedures under the
supervision of the Board of Trustees. Short-term "money market type" debt
securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
- --------------------------------------------------------------------------------
Securities Purchased on a When-Issued Basis. Delivery and payment for securities
that have been purchased by the Fund on a when-issued basis can take place a
month or more after the trade date. Normally the settlement date occurs within
six months after the trade date; however, the Fund may, from time to time,
purchase securities whose settlement date extends beyond six months or more
beyond trade date. During this period, such securities do not earn interest, are
subject to market fluctuation and may increase or decrease in value prior to
their delivery. The Fund maintains segregated assets with a market value equal
to or greater than the amount of its purchase commitments. The purchase of
securities on a when-issued basis may increase the volatility of the Fund's net
asset value to the extent the Fund makes such purchases while remaining
substantially fully invested. As of December 31, 2001, the Fund had entered into
net outstanding when-issued commitments of $371,017,071.
         In connection with its ability to purchase securities on a when-issued
basis, the Fund may enter into forward roll transactions with respect to
mortgage-related securities. Forward roll transactions require the sale of
securities for delivery in the current month, and a simultaneous agreement with
the same counterparty to repurchase similar (same type, coupon and maturity) but
not identical securities on a specified future date. The forward roll may not
extend for a period of greater than one year. The Fund generally records the
incremental difference between the forward purchase and sell of each forward
roll as interest income.
         Risks to the Fund of entering into forward roll transactions include
the potential inability of the counterparty to meet the terms of the agreement;
the potential of the Fund to receive inferior securities to what was sold to the
counterparty at redelivery; counterparty credit risk; and the potential paydown
speed variance between the mortgage-related pools.
- --------------------------------------------------------------------------------
Security Credit Risk. The Fund invests in high yield securities, which may be
subject to a greater degree of credit risk, greater market fluctuations and risk
of loss of income and principal, and may be more sensitive to economic
conditions than lower yielding, higher rated fixed income securities. The Fund
may acquire securities in default, and is not obligated to dispose of securities
whose issuers subsequently default. As of December 31, 2001, securities with an
aggregate market value of $8,406,080, representing 1.21% of the Fund's net
assets, were in default.
- --------------------------------------------------------------------------------
Foreign Currency Translation. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the closing rates of exchange. Amounts related
to the purchase and sale of foreign securities and investment income are
translated at the rates of exchange prevailing on the respective dates of such
transactions.
         The effect of changes in foreign currency exchange rates on investments
is separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund's Statement of Operations.


                            Oppenheimer Bond Fund/VA

Notes to Financial Statements  (Continued)

================================================================================
1. Significant Accounting Policies  (continued)

Repurchase Agreements. The Fund requires its custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of purchase. If the seller
of the agreement defaults and the value of the collateral declines, or if the
seller enters an insolvency proceeding, realization of the value of the
collateral by the Fund may be delayed or limited.
- --------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers, to shareholders.

As of December 31, 2001, the Fund had available for federal income tax purposes
an unused capital loss carryover as follows:

                    Expiring
                    -----------------------------------------

                        2008                      $13,955,380


As of December 31, 2001, the Fund had approximately $24,337,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized, will expire in 2010.
- --------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
- --------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes primarily because of paydown gains and losses and the
recognition of certain foreign currency gains (losses) as ordinary income (loss)
for tax purposes. The character of dividends and distributions made during the
fiscal year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due to
timing of dividends and distributions, the fiscal year in which amounts are
distributed may differ from the fiscal year in which the income or realized gain
was recorded by the Fund.
         The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended December 31, 2001, amounts have been reclassified to reflect an
increase in undistributed net investment income of $122,043. Accumulated net
realized loss on investments was increased by the same amount. Net assets of the
Fund were unaffected by the reclassifications.
- --------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Noncash dividends included in dividend income,
if any, are recorded at the fair market value of the securities received.
Interest income, which includes accretion of discount and amortization of
premium, is accrued as earned.
- --------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade date.
Gains and losses on securities sold are determined on the basis of identified
cost.
- --------------------------------------------------------------------------------
Other. The Fund adopted the provisions of the AICPA Audit and Accounting Guide
for Investment Companies, as revised, effective for fiscal years beginning after
December 15, 2000. The Fund elected to begin amortizing premiums on debt
securities effective January 1, 2001. Prior to this date, the Fund did not
amortize premiums on debt securities. The cumulative effect of this accounting
change had no impact on the total net assets of the Fund, but resulted in a
$550,599 decrease to cost of securities and a corresponding $550,599 decrease in
net unrealized depreciation, based on securities held as of December 31, 2000.
For the year ended December 31, 2001, interest income decreased by $802,748, net
realized gain on investments decreased by $417,362, and the change in net
unrealized depreciation on investments decreased by $1,220,110.


                          Oppenheimer Bond Fund/VA

Notes to Financial Statements  (Continued)

================================================================================
1. Significant Accounting Policies  (continued)

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expenses during
the reporting period. Actual results could differ from those estimates.

================================================================================
2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                               Year Ended December 31, 2001              Year Ended December 31, 2000
                                               -----------------------------------       --------------------------------
                                               Shares              Amount                Shares             Amount
- -------------------------------------------------------------------------------------------------------------------------

Sold                                            24,573,653         $ 275,467,782           8,778,109        $  96,959,552
Dividends and/or distributions reinvested        4,099,306            44,272,509           4,250,487           45,437,709
Redeemed                                       (16,752,613)         (186,855,975)        (15,220,765)        (168,351,991)
                                               -----------         -------------         -----------        -------------
Net increase (decrease)                         11,920,346         $ 132,884,316          (2,192,169)       $ (25,954,730)
                                               ===========         =============         ===========        =============


================================================================================
3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2001, were
$1,673,772,294 and $1,827,295,906, respectively.

As of December 31, 2001, unrealized appreciation (depreciation) based on cost of
securities for federal income tax purposes of $1,082,603,506 was:

          Gross unrealized appreciation                       $ 21,573,298
          Gross unrealized depreciation                        (51,501,417)
                                                              ------------
          Net unrealized appreciation (depreciation)          $(29,928,119)
                                                              ============

================================================================================
4. Fees and Other Transactions with Affiliates

Management Fees. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Trust. The annual fees are 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, 0.60% on the
next $200 million and 0.50% of average annual net assets over $1 billion. The
Fund's management fee for the year ended December 31, 2001, was an annualized
rate of 0.72%.
- --------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund pays
OFS an agreed upon per account fee. Additionally, funds offered in variable
annuity separate accounts are subject to minimum fees of $5,000 for assets of
less than $10 million and $10,000 for assets of $10 million or more. The Fund is
subject to the minimum fee in the event that the per account fee does not equal
or exceed the applicable minimum fee.
         OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.25% per annum of funds offered in variable annuity separate
accounts, effective January 1, 2001. This undertaking may be amended or
withdrawn at any time.

                            Oppenheimer Bond Fund/VA

Notes to Financial Statements  (Continued)


================================================================================
5. Foreign Currency Contracts

A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into foreign
currency contracts for operational purposes and to seek to protect against
adverse exchange rate fluctuations. Risks to the Fund include the potential
inability of the counterparty to meet the terms of the contract.
         The net U.S. dollar value of foreign currency underlying all
contractual commitments held by the Fund and the resulting unrealized
appreciation or depreciation are determined using foreign currency exchange
rates as provided by a reliable bank, dealer or pricing service. Unrealized
appreciation and depreciation on foreign currency contracts are reported in the
Statement of Assets and Liabilities as a receivable or payable and in the
Statement of Operations with the change in unrealized appreciation or
depreciation.
         The Fund may realize a gain or loss upon the closing or settlement of
the foreign currency transactions. Such realized gains and losses are reported
with all other foreign currency gains and losses in the Statement of Operations.

================================================================================
6. Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a
commodity or financial instrument at a particular price on a stipulated future
date at a negotiated price. Futures contracts are traded on a commodity
exchange. The Fund may buy and sell futures contracts that relate to broadly
based securities indices "financial futures" or debt securities "interest rate
futures" in order to gain exposure to or to seek to protect against changes in
market value of stock and bonds or interest rates. The Fund may also buy or
write put or call options on these futures contracts.
         The Fund generally sells futures contracts to hedge against increases
in interest rates and decreases in market value of portfolio securities. The
Fund may also purchase futures contracts to gain exposure to market changes as
it may be more efficient or cost effective than actually buying fixed income
securities.
         Upon entering into a futures contract, the Fund is required to deposit
either cash or securities (initial margin) in an amount equal to a certain
percentage of the contract value. Subsequent payments (variation margin) are
made or received by the Fund each day. The variation margin payments are equal
to the daily changes in the contract value and are recorded as unrealized gains
and losses. The Fund recognizes a realized gain or loss when the contract is
closed or expires.
         Securities held in collateralized accounts to cover initial margin
requirements on open futures contracts are noted in the Statement of
Investments. The Statement of Assets and Liabilities reflects a receivable
and/or payable for the daily mark to market for variation margin. Realized gains
and losses are reported on the Statement of Operations as closing and expiration
of futures contracts.
         Risks of entering into futures contracts (and related options) include
the possibility that there may be an illiquid market and that a change in the
value of the contract or option may not correlate with changes in the value of
the underlying securities.

As of December 31, 2001, the Fund had outstanding futures contracts as follows:

                                                                                                  Unrealized
                                  Expiration           Number of        Valuation as of           Appreciation
Contract Description              Dates                Contracts        December 31, 2001         (Depreciation)
- ---------------------------------------------------------------------------------------------------------------
Contracts to Purchase
- ---------------------

U.S. Long Bond                    3/19/02              1,455            $147,727,969              $(806,971)
U.S. Treasury Nts., 5 yr.         3/19/02                600              63,496,875                440,625
U.S. Treasury Nts., 10 yr.        3/19/02                371              39,007,172                570,046
                                                                                                  ---------
                                                                                                  $ 203,700
                                                                                                  =========


                          Oppenheimer Bond Fund/VA

Notes to Financial Statements  (Continued)

================================================================================
7. Option Activity

The Fund may buy and sell put and call options, or write put and covered call
options on portfolio securities in order to produce incremental earnings or
protect against changes in the value of portfolio securities.
         The Fund generally purchases put options or writes covered call options
to hedge against adverse movements in the value of portfolio holdings. When an
option is written, the Fund receives a premium and becomes obligated to sell or
purchase the underlying security at a fixed price, upon exercise of the option.
         Options are valued daily based upon the last sale price on the
principal exchange on which the option is traded and unrealized appreciation or
depreciation is recorded. The Fund will realize a gain or loss upon the
expiration or closing of the option transaction. When an option is exercised,
the proceeds on sales for a written call option, the purchase cost for a written
put option, or the cost of the security for a purchased put or call option is
adjusted by the amount of premium received or paid.
         Securities designated to cover outstanding call options are noted in
the Statement of Investments where applicable. Shares subject to call,
expiration date, exercise price, premium received and market value are detailed
in a note to the Statement of Investments. Options written are reported as a
liability in the Statement of Assets and Liabilities. Realized gains and losses
are reported in the Statement of Operations.
         The risk in writing a call option is that the Fund gives up the
opportunity for profit if the market price of the security increases and the
option is exercised. The risk in writing a put option is that the Fund may incur
a loss if the market price of the security decreases and the option is
exercised. The risk in buying an option is that the Fund pays a premium whether
or not the option is exercised. The Fund also has the additional risk of not
being able to enter into a closing transaction if a liquid secondary market does
not exist.

Written option activity for the year ended December 31, 2001, was as follows:

                               Call Options                            Put Options
                               ----------------------------------      ------------------------------
                               Principal (000s)/                       Principal (000s)/
                               Number of         Amount of             Number of          Amount of
                               Contracts         Premiums              Contracts          Premiums
- -----------------------------------------------------------------------------------------------------

Options outstanding as of
December 31, 2000                    --          $        --               --             $        --
Options written                 213,939            3,525,354            8,851               2,931,073
Options closed or expired      (213,339)          (3,322,104)          (7,401)             (2,673,167)
Options exercised                  (600)            (203,250)          (1,450)               (257,906)
                               --------          -----------           ------             -----------
Options outstanding as of
December 31, 2001                    --          $        --               --             $        --
                               ========          ===========           ======             ===========


================================================================================
8. Illiquid or Restricted Securities

As of December 31, 2001, investments in securities included issues that are
illiquid or restricted. Restricted securities are often purchased in private
placement transactions, are not registered under the Securities Act of 1933, may
have contractual restrictions on resale, and are valued under methods approved
by the Board of Trustees as reflecting fair value. A security may also be
considered illiquid if it lacks a readily available market or if its valuation
has not changed for a certain period of time. The Fund intends to invest no more
than 15% of its net assets (determined at the time of purchase and reviewed
periodically) in illiquid or restricted securities. Certain restricted
securities, eligible for resale to qualified institutional investors, are not
subject to that limitation. The aggregate value of illiquid or restricted
securities subject to this limitation as of December 31, 2001, was $44,264,244,
which represents 6.38% of the Fund's net assets, of which $13,415 is considered
restricted. Information concerning restricted securities is as follows:

                                                                                                    Unrealized
                                Acquisition                          Valuation as of                Appreciation
Security                        Date               Cost              December 31, 2001              (Depreciation)
- -----------------------------------------------------------------------------------------------------------------
Stocks and/or Warrants
- ----------------------

Aurora Foods, Inc.              9/18/00            $--               $13,415                        $13,415

EX-99 5 sai2.htm SAI PART 2 SAI Part 2

Independent Auditors' Report

===============================================================================
The Board of Trustees and Shareholders of Oppenheimer Strategic Bond Fund/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Strategic Bond Fund/VA (which is a series of Oppenheimer Variable
Account Funds), including the statement of investments, as of December 31,
2001, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for the periods indicated. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
          We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of December 31, 2001, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other auditing procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
          In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Oppenheimer Strategic Bond Fund/VA as of December 31, 2001, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial
highlights for the periods indicated, in conformity with accounting principles
generally accepted in the United States of America.

/s/ Deloite & Touche LLP
Deloitte & Touche LLP

Denver, Colorado
January 23, 2002

                    Oppenheimer Strategic Bond Fund/VA




Statement of Investments  December 31, 2001

                                                                                 Principal       Market Value
                                                                                 Amount          See Note 1
=============================================================================================================

Asset-Backed Securities--3.1%
- -------------------------------------------------------------------------------------------------------------
American Money Management Corp., Commercial Debt Obligations Sub. Bonds,
Series I, Cl. D1, 13.602%, 1/15/12(1)                                            $   200,000     $    200,000
- -------------------------------------------------------------------------------------------------------------
Conseco Finance, Home Equity Loan Pass-Through Certificates,
Series 2001-D, Cl. M2, 3.83%, 11/15/32(2)                                          3,000,000        2,962,500
- -------------------------------------------------------------------------------------------------------------
Embarcadero Aircraft Securitization Trust, Airplane Collateral Obligations,
Series 2000-A, Cl. B, 3%, 8/15/25(1)(2)                                            1,829,916        1,426,763
- -------------------------------------------------------------------------------------------------------------
Impac Secured Assets CMN Owner Trust, Home Equity Collateralized Mtg.
Obligations, Series 2001-5, Cl. M1, 7.25%, 8/25/31                                 2,197,000        2,184,235
- -------------------------------------------------------------------------------------------------------------
LBFTC I, Home Equity Collateralized Mtg. Obligations,
Series 2000-1A, Cl. D, 10%, 2/25/30(3)                                                19,597           19,273
- -------------------------------------------------------------------------------------------------------------
Lehman ABS Manufactured Housing Contract, Commercial Mtg. Pass-Through
Certificates, Series 2001-B, Cl. A4, 5.27%, 9/15/18                                3,000,000        2,950,312
- -------------------------------------------------------------------------------------------------------------
NC Finance Trust, Collateralized Mtg. Obligations,
Series 1999-I, Cl. ECFD, 8.75%, 12/25/28                                             108,203           99,649
- -------------------------------------------------------------------------------------------------------------
Option One Mortgage Securities Corp., Home Equity Collateralized
Mtg. Obligations, Series 1999-1, Cl. CTFS, 10.06%, 3/26/29(1)                        140,582          133,444
- -------------------------------------------------------------------------------------------------------------
Principal Residential Mortgage Capital Resources Trust,
Real Estate Mtg. Investment Conduit Participation Certificates,
Series 2000-1, Cl. B, 3.752%, 6/20/05(1)(2)                                        1,000,000          993,438
                                                                                                 ------------
Total Asset-Backed Securities (Cost $11,481,576)                                                   10,969,614
=============================================================================================================
Mortgage-Backed Obligations--51.9%
- -------------------------------------------------------------------------------------------------------------
Government Agency--41.8%
- -------------------------------------------------------------------------------------------------------------
FHLMC/FNMA/Sponsored--35.7%
Federal Home Loan Mortgage Corp., 11%, 11/1/14                                       295,364          329,480
- -------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., Gtd. Multiclass Mtg. Participation
Certificates, Series 151, Cl. F, 9%, 5/15/21                                         454,261          479,245
- -------------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 192, Cl. IO, 11.369%, 2/1/28(4)                                            11,981,116        2,817,434
Series 194, Cl. IO, 3.585%, 4/1/28(4)                                             35,575,073        8,771,479
Series 208, Cl. IO, 13.349%, 6/1/30(4)                                            12,485,143        2,692,109
- -------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn.:
6%, 2/25/30(5)                                                                    19,500,000       19,067,295
6.50%, 1/25/28(5)                                                                 83,900,000       83,900,000
6.50%, 5/1/29                                                                      1,210,338        1,214,139
7.50%, 8/1/25                                                                        233,022          242,066
- -------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Collateralized Mtg. Obligations,
Gtd. Real Estate Mtg. Investment Conduit Pass-Through Certificates,
Trust 1993-202, Cl. PH, 6.50%, 2/25/22(6)                                          4,500,000        4,678,560
- -------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit
Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security,
Trust 294, Cl.2,(1.026)%, 2/1/28(4)                                                1,513,361          343,107
- -------------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates, Trust 1999-29, Cl. D, 6.50%, 12/25/26             855,761          875,282
                                                                                                 ------------
                                                                                                  125,410,196

                      Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                   Principal      Market Value
                                                                                   Amount         See Note 1
- --------------------------------------------------------------------------------------------------------------

GNMA/Guaranteed--6.1%
Government National Mortgage Assn.:
7%, 3/15/28-7/15/28                                                                $9,396,261      $ 9,619,425
7.50%, 2/15/27                                                                      1,376,856        1,429,631
7.625%, 11/20/25                                                                       76,203           78,371
8%, 11/15/25-5/15/26                                                                1,361,978        1,435,580
- --------------------------------------------------------------------------------------------------------------
Government National Mortgage Assn., Gtd. Multiclass Mtg
Participation Certificates, Series 1999-27, Cl. PQ, 7.50%, 8/16/28                  8,220,125        8,756,981
                                                                                                   -----------
                                                                                                    21,319,988
- --------------------------------------------------------------------------------------------------------------
Private--10.1%
- --------------------------------------------------------------------------------------------------------------
Commercial--6.1%
AMRESCO Commercial Mortgage Funding I Corp., Multiclass Mtg.
Pass-Through Certificates, Series 1997-C1, Cl. G, 7%, 6/17/29(1)                      100,000           88,899
- --------------------------------------------------------------------------------------------------------------
Asset Securitization Corp., Commercial Mtg. Pass-Through Certificates:
Series 1996-MD6, Cl. A7, 7.69%, 11/13/26(2)                                         2,000,000        1,820,625
Series 1997-D4, Cl. B1, 7.525%, 4/14/29(2)                                            375,000          303,691
Series 1997-D5, Cl. B1, 6.93%, 2/14/41                                                300,000          163,500
Series 1997-D5, Cl. B2, 6.93%, 2/14/41                                              1,250,000          550,488
- --------------------------------------------------------------------------------------------------------------
FDIC Trust, Gtd. Real Estate Mtg. Investment Conduit Pass-Through
Certificates, Series 1994-C1, Cl.2G, 8.70%, 9/25/25(1)                                153,594          153,114
- --------------------------------------------------------------------------------------------------------------
First Chicago/Lennar Trust 1, Commercial Mtg. Pass-Through Certificates:
Series 1997-CHL1, Cl. D,8.111%, 5/25/08(1)(2)                                         350,000          320,141
Series 1997-CHL1, Cl. E,8.111%, 2/25/11(1)(2)                                         600,000          466,500
- --------------------------------------------------------------------------------------------------------------
First Union-Lehman Brothers Commercial Mortgage Trust,
Commercial Mtg. Pass-Through Certificates, Series 1997-C2, Cl. F, 7.50%, 9/18/15      225,000          180,668
- --------------------------------------------------------------------------------------------------------------
General Motors Acceptance Corp., Collateralized Mtg. Obligations,
Series 1998-C1, Cl. E, 7.096%, 3/15/11(2)                                             800,000          794,000
- --------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc., Interest-Only Stripped
Mtg.-Backed Security Pass-Through Certificates,
Series 1997-C1, Cl. X, 8.292%, 7/15/27(4)                                           3,613,318          243,052
- --------------------------------------------------------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc., Mtg. Pass-Through Certificates:
Series 1997-C1, Cl. G, 7.414%, 11/15/11                                               440,000          347,119
Series 1997-C2, Cl. F, 6.75%, 4/16/29                                                 250,000          143,662
- --------------------------------------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc., Mtg. Pass-Through Certificates,
Series 1995-C2, Cl. D, 7.603%, 6/15/21(2)                                             245,873          256,969
- --------------------------------------------------------------------------------------------------------------
Morgan Stanley Capital I, Inc., Commercial Mtg. Pass-Through Certificates:
Series 1996-C1, Cl. E, 7.377%, 3/15/06(1)(2)                                          553,342          526,722
Series 1996-C1, Cl. F, 7.377%, 2/15/28(2)(3)                                          162,744          129,831
Series 1997-HF1, Cl. F, 6.86%, 2/15/10(3)                                             150,000          132,281
Series 1997-RR, Cl. D, 7.751%, 4/30/39(2)(3)                                          450,024          389,302
Series 1997-RR, Cl. E, 7.751%, 4/30/39(2)(3)                                          300,016          219,620
Series 1997-RR, Cl. F, 7.751%, 4/30/39(2)(3)                                          600,032          367,841
Series 1997-XL1, Cl. G, 7.695%, 10/3/30(3)                                            390,000          349,030
Series 1998-HF1, Cl. F, 7.18%, 12/15/09(3)                                          1,500,000        1,335,858
- --------------------------------------------------------------------------------------------------------------
Mortgage Capital Funding, Inc., Commercial Mtg. Pass-Through Certificates:
Series 1996-MC2, Cl. F, 5.75%, 12/21/26                                             4,350,000        3,673,031
Series 1997-MC1, Cl. F, 7.452%, 5/20/07(3)                                             63,720           56,153
- --------------------------------------------------------------------------------------------------------------
Mortgage Capital Funding, Inc., Multifamily Mtg. Pass-Through Certificates,
Series 1996-MC1, Cl. G, 7.15%, 6/15/06(3)                                           1,800,000        1,633,043


                     Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                  Principal       Market Value
                                                                                  Amount          See Note 1
- --------------------------------------------------------------------------------------------------------------

Commercial (continued)
Prudential Mortgage Capital Co. II LLC, Commercial Mtg. Pass-Through
Certificates, Series PRU-HTG 2000-C1, Cl. A2,7.306%, 10/6/15                      $4,000,000      $  4,311,250
- --------------------------------------------------------------------------------------------------------------
Resolution Trust Corp., Commercial Mtg. Pass-Through Certificates:
Series 1994-C2, Cl. E, 8%, 4/25/25(1)                                                306,776           306,729
Series 1995-C1, Cl. F, 6.90%, 2/25/27                                                 50,463            49,997
- --------------------------------------------------------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc., Commercial Mtg.
Pass-Through Certificates, Series 1996-C1, Cl. F, 8.877%, 1/20/28(2)               1,000,000           814,688
- --------------------------------------------------------------------------------------------------------------
Strategic Hotel Capital, Inc., Commercial Mtg. Obligations,
Series 2001-SCH1, Cl. E, 4.096%, 4/17/06(1)(2)                                     1,496,869         1,409,864
- --------------------------------------------------------------------------------------------------------------
Structured Asset Securities Corp., Multiclass Pass-Through Certificates,
Series 1995-C4, Cl. E, 8.994%, 6/25/26(1)(2)                                         100,078           100,704
                                                                                                  ------------
                                                                                                    21,638,372
- --------------------------------------------------------------------------------------------------------------
Residential--4.0%
Lehman Structured Securities Corp., Collateralized Mtg. Obligations,
Series 2001-GE4, Cl. A, 6%, 10/25/30                                               1,911,932         1,845,015
- --------------------------------------------------------------------------------------------------------------
Norwest Asset Securities Corp., Collateralized Mtg. Obligations,
Mtg. Pass-Through Certificates, Series 1999-20, Cl. A13, 6.75%, 8/25/29            6,000,000         6,129,360
- --------------------------------------------------------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc., Commercial Mtg.
Pass-Through Certificates, Series 1996-B, Cl.1, 7.11%, 4/25/26(1)(2)                 337,747           241,490
- --------------------------------------------------------------------------------------------------------------
Structured Asset Securities Corp., Collateralized Mtg. Obligations,
Series 2001-1, Cl. A, 7.50%, 7/25/30(1)                                              803,743           799,725
- --------------------------------------------------------------------------------------------------------------
Washington Mutual Mortgage Loan Trust, Commercial Mtg. Obligations,
Series 2001-S9, Cl. A12, 6.75%, 9/25/31                                            4,952,698         5,022,346
                                                                                                  ------------
                                                                                                    14,037,936
                                                                                                  ------------
Total Mortgage-Backed Obligations (Cost $183,372,120)                                              182,406,492
==============================================================================================================
U.S. Government Obligations--1.0%
- --------------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds:
5.375%, 2/15/31                                                                      790,000           779,138
8.875%, 2/15/19                                                                      735,000           986,278
11.875%, 11/15/03(7)                                                                 500,000           580,469
- --------------------------------------------------------------------------------------------------------------
U.S. Treasury Nts.:
6.50%, 2/15/10                                                                       650,000           714,290
6.75%, 5/15/05                                                                       300,000           326,274
                                                                                                  ------------
Total U.S. Government Obligations (Cost $3,259,131)                                                  3,386,449
==============================================================================================================
Foreign Government Obligations--23.4%
- --------------------------------------------------------------------------------------------------------------
Argentina--0.6%
Argentina (Republic of) Bonds:
11.375%, 3/15/10                                                                   1,065,000           271,575
11.75%, 6/15/15                                                                    2,095,000           549,937
Series 2008, 7%, 12/19/08                                                            310,000            84,475
Series 2018, 12.25%, 6/19/18                                                       1,698,000           411,765
- --------------------------------------------------------------------------------------------------------------
Argentina (Republic of) Par Bonds, 6%, 3/31/23(2)                                    940,000           405,375
- --------------------------------------------------------------------------------------------------------------
Argentina (Republic of) Unsec. Bonds, 12.375%, 2/21/12                               360,000            90,900
- --------------------------------------------------------------------------------------------------------------
Argentina (Republic of) Unsec. Unsub. Nts., 11.75%, 4/7/09                           845,000           221,812
- --------------------------------------------------------------------------------------------------------------
Argentina (Republic of) Unsub. Bonds, Series 2031, 2.64%, 6/19/31                    434,600            96,698
- --------------------------------------------------------------------------------------------------------------
Buenos Aires (Province of) Bonds, Bonos de Consolidacion de Deudas,
Series PBA1, 2.629%, 4/1/07(1)(2)(ARP)                                               141,569            30,882
                                                                                                  ------------
                                                                                                     2,163,419


                      Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                       Principal     Market Value
                                                                                       Amount        See Note 1
- -----------------------------------------------------------------------------------------------------------------

Austria--0.7%
Austria (Republic of) Bonds, Series 99 4, 5.50%, 1/15/10(EUR)                           2,780,000     $ 2,539,286
- -----------------------------------------------------------------------------------------------------------------
Belgium--0.8%
Belgium (Kingdom of) Bonds, Series 35, 5.75%, 9/28/10(EUR)                              2,910,000       2,711,289
- -----------------------------------------------------------------------------------------------------------------
Brazil--6.6%
Brazil (Federal Republic of) Bonds:
8.875%, 4/15/24                                                                         4,536,000       3,027,780
12.25%, 3/6/30                                                                          2,725,000       2,354,400
Series 15 yr., 3.25%, 4/15/09(2)                                                          494,117         395,294
Series RG, 3.25%, 4/15/09(2)                                                              445,588         356,471
- -----------------------------------------------------------------------------------------------------------------
Brazil (Federal Republic of) Debt Capitalization Bonds, Series 20 yr., 8%, 4/15/14(10) 14,407,497      11,129,791
- -----------------------------------------------------------------------------------------------------------------
Brazil (Federal Republic of) Debt Conversion Bonds:
Series 18 yr., 3.25%, 4/15/12(2)                                                          730,000         516,475
Series D, 3.25%, 4/15/12(2)                                                               555,000         392,663
- -----------------------------------------------------------------------------------------------------------------
Brazil (Federal Republic of) Eligible Interest Bonds, 3.188%, 4/15/06(2)                  806,400         707,616
- -----------------------------------------------------------------------------------------------------------------
Brazil (Federal Republic of) Gtd. Disc. Bonds, 3.188%, 4/15/24(2)                       1,405,000       1,022,138
- -----------------------------------------------------------------------------------------------------------------
Brazil (Federal Republic of) Unsec. Unsub. Bonds:
11%, 8/17/40                                                                            1,820,000       1,405,950
11.25%, 7/26/07                                                                         1,295,000       1,230,250
- -----------------------------------------------------------------------------------------------------------------
Brazil (Federal Republic of) Unsub. Bonds, 14.50%, 10/15/09                               690,000         739,335
                                                                                                      -----------
                                                                                                       23,278,163
- -----------------------------------------------------------------------------------------------------------------
Canada--0.4%
Canada (Government of) Bonds, 5.50%, 6/1/09(CAD)                                        1,540,000         984,122
- -----------------------------------------------------------------------------------------------------------------
Canada (Government of) Nts., 0.70%, 3/20/06(JPY)                                        7,000,000          54,217
- -----------------------------------------------------------------------------------------------------------------
Ontario (Province of) Unsec. Unsub. Nts., 1.875%, 1/25/10(JPY)                         36,000,000         288,711
                                                                                                      -----------
                                                                                                        1,327,050
- -----------------------------------------------------------------------------------------------------------------
Colombia--0.3%
Colombia (Republic of) Unsec. Unsub. Bonds:
8.375%, 2/15/27                                                                           240,000         173,400
11.75%, 2/25/20                                                                           210,000         209,475
- -----------------------------------------------------------------------------------------------------------------
Colombia (Republic of) Unsec. Unsub. Nts., 11.375%, 1/31/08(EUR)                          570,000         519,582
                                                                                                      -----------
                                                                                                          902,457
- -----------------------------------------------------------------------------------------------------------------
Dominican Republic--0.3%
Dominican Republic Unsec. Unsub. Bonds:
9.50%, 9/27/06(3)                                                                         645,000         659,512
9.50%, 9/27/06                                                                            350,000         357,875
                                                                                                      -----------
                                                                                                        1,017,387
- -----------------------------------------------------------------------------------------------------------------
Ecuador--0.3%
Ecuador (Republic of) Unsec. Bonds, 5%, 8/15/30(2)                                      2,040,000         981,240
- -----------------------------------------------------------------------------------------------------------------
Finland--0.7%
Finland (Republic of) Bonds, 7.25%, 4/18/06(EUR)                                        2,600,000       2,558,374
- -----------------------------------------------------------------------------------------------------------------
France--1.9%
France (Government of) Bonds, Obligations Assimilables du Tresor, 5.50%, 10/25/10(EUR)  7,370,000       6,778,802
- -----------------------------------------------------------------------------------------------------------------
Germany--0.2%
Germany (Republic of) Bonds:
5.25%, 7/4/10(EUR)                                                                         20,000          18,202
Series 98, 5.25%, 1/4/08(EUR)                                                             920,000         847,347
                                                                                                      -----------
                                                                                                          865,549


                     Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                     Principal        Market Value
                                                                                     Amount           See Note 1
- ------------------------------------------------------------------------------------------------------------------

Great Britain--0.4%
United Kingdom Treasury Bonds, 7.75%, 9/8/06(GBP)                                        275,000       $   444,421
- ------------------------------------------------------------------------------------------------------------------
United Kingdom Treasury Nts., 8%, 12/7/15(GBP)                                           415,000           781,927
                                                                                                       -----------
                                                                                                         1,226,348
- ------------------------------------------------------------------------------------------------------------------
Guatemala--0.2%
Guatemala (Republic of) Nts., 10.25%, 11/8/11(3)                                         775,000           819,562
- ------------------------------------------------------------------------------------------------------------------
Hungary--0.7%
Hungary (Government of) Bonds:
Series 04/J, 8.50%, 10/12/04(HUF)                                                    305,340,000         1,122,842
Series 05/E, 9.25%, 5/12/05(HUF)                                                      57,130,000           216,501
Series 06/E, 8.50%, 5/12/06(HUF)                                                     318,870,000         1,200,025
                                                                                                       -----------
                                                                                                         2,539,368
- ------------------------------------------------------------------------------------------------------------------
Italy--0.1%
Italy (Republic of) Treasury Bonds, Buoni del Tesoro Poliennali, 4.25%, 11/1/09(EUR)     305,000           259,025
- ------------------------------------------------------------------------------------------------------------------
Ivory Coast-0.0%
Ivory Coast (Government of) Past Due Interest Bonds, Series F, 3/29/18(8)(9)(FRF)      2,892,750            62,090
- ------------------------------------------------------------------------------------------------------------------
Mexico--1.2%
United Mexican States Bonds:
5.01%, 12/31/19(DEM)                                                                   1,200,000           469,822
11.50%, 5/15/26                                                                          475,000           606,338
Series MTN, 8.30%, 8/15/31                                                             3,315,000         3,265,275
- ------------------------------------------------------------------------------------------------------------------
United Mexican States Collateralized Fixed Rate Par Bonds,
Series B, 6.25%, 12/31/19                                                                 20,000            18,525
                                                                                                       -----------
                                                                                                         4,359,960
- ------------------------------------------------------------------------------------------------------------------
Peru--0.4%
Peru (Republic of) Sr. Nts., Zero Coupon, 4.53%, 2/28/16(11)                           2,756,000         1,482,453
- ------------------------------------------------------------------------------------------------------------------
Philippines--1.0%
Philippines (Republic of) Nts.:
9.875%, 3/16/10                                                                          930,000           964,875
10.625%, 3/16/25                                                                       1,210,000         1,188,825
- ------------------------------------------------------------------------------------------------------------------
Philippines (Republic of) Unsec. Bonds, 9.875%, 1/15/19                                  815,000           777,306
- ------------------------------------------------------------------------------------------------------------------
Philippines (Republic of) Unsec. Unsub. Bonds, 9.375%, 12/7/06(1)(EUR)                   470,000           428,950
                                                                                                       -----------
                                                                                                         3,359,956
- ------------------------------------------------------------------------------------------------------------------
Poland--0.8%
Poland (Republic of) Bonds, Series 0506, 8.50%, 5/12/06(PLZ)                          10,830,000         2,636,117
- ------------------------------------------------------------------------------------------------------------------
Portugal--0.1%
Portugal (Republic of) Obrig Do Tes Medio Prazo
Unsec. Unsub. Bonds, 5.85%, 5/20/10(EUR)                                                 350,000           326,942
- ------------------------------------------------------------------------------------------------------------------
Russia--4.0%
Russian Federation Unsec. Unsub. Nts.:
8.25%, 3/31/10(10)                                                                       417,366           364,152
10%, 6/26/07(10)                                                                       2,395,000         2,371,050
- ------------------------------------------------------------------------------------------------------------------
Russian Federation Unsub. Bonds, 8.25%, 3/31/10(10)                                    1,835,000         1,601,038
- ------------------------------------------------------------------------------------------------------------------
Russian Federation Unsub. Nts., 5%, 3/31/30(2)(10)                                    15,321,875         8,905,840
- ------------------------------------------------------------------------------------------------------------------
Russian Ministry of Finance Unsec. Debs., Series IV, 3%, 5/14/03                         765,000           693,521
                                                                                                       -----------
                                                                                                        13,935,601


                      Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                 Principal        Market Value
                                                                                 Amount           See Note 1
- --------------------------------------------------------------------------------------------------------------
Spain--0.2%
Spain (Kingdom of) Gtd. Bonds, Bonos y Obligacion del Estado, 5.40%, 7/30/11(EUR)   910,000        $   823,544
- --------------------------------------------------------------------------------------------------------------
Sweden--0.1%
Sweden (Kingdom of) Bonds, Series 1037, 8%, 8/15/07(SEK)                          2,630,000            286,199
- --------------------------------------------------------------------------------------------------------------
The Netherlands--0.4%
Netherlands (Government of The) Bonds, 5.50%, 7/15/10(EUR)                        1,610,000          1,481,568
- --------------------------------------------------------------------------------------------------------------
Turkey--0.2%
Turkey (Republic of) Bonds, 11.75%, 6/15/10(10)                                     260,000            255,450
- --------------------------------------------------------------------------------------------------------------
Turkey (Republic of) Sr. Unsec. Unsub. Nts., 11.875%, 1/15/30(10)                   295,000            285,413
- --------------------------------------------------------------------------------------------------------------
Turkey (Republic of) Sr. Unsub. Bonds, 12.375%, 6/15/09                             230,000            232,875
                                                                                                   -----------
                                                                                                       773,738
- --------------------------------------------------------------------------------------------------------------
Ukraine--0.4%
Ukraine (Republic of) Sr. Unsec. Nts., 11%, 3/15/07                               1,485,200          1,419,109
- --------------------------------------------------------------------------------------------------------------
Venezuela--0.4%
Venezuela (Republic of) Bonds, 9.25%, 9/15/27                                     1,305,000            825,413
- --------------------------------------------------------------------------------------------------------------
Venezuela (Republic of) Debs., Series DL, 2.875%, 12/18/07(2)                       869,751            632,744
                                                                                                   -----------
                                                                                                     1,458,157
                                                                                                   -----------
Total Foreign Government Obligations (Cost $77,982,060)                                             82,372,753
==============================================================================================================
Loan Participations--0.3%
- --------------------------------------------------------------------------------------------------------------
Algeria (Republic of) Trust III Nts., Tranche 3, 0.938%, 3/4/10(1)(2)(JPY)       26,651,526            159,760
- --------------------------------------------------------------------------------------------------------------
Morocco (Kingdom of) Loan Participation Agreement,
Tranche A, 2.781%, 1/1/09(1)(2)                                                     285,535            254,127
- --------------------------------------------------------------------------------------------------------------
PT Bank Ekspor Impor Indonesia Nts., Series 4 yr., 7.031%, 8/28/02(1)(2)            300,000            291,750
- --------------------------------------------------------------------------------------------------------------
Shoshone Partners Loan Trust Sr. Nts., 4.03%, 4/28/02
(representing a basket of reference loans and a total return swap
between Chase Manhattan Bank and the Trust)(1)(2)                                   750,000            331,302
                                                                                                   -----------
Total Loan Participations (Cost $1,468,961)                                                          1,036,939
==============================================================================================================
Corporate Bonds and Notes--36.5%
- --------------------------------------------------------------------------------------------------------------
Aerospace/Defense--0.3%
Alliant Techsystems, Inc., 8.50% Sr. Unsec. Sub. Nts., 5/15/11                      300,000            313,500
- --------------------------------------------------------------------------------------------------------------
BE Aerospace, Inc., 8.875% Sr. Unsec. Sub. Nts., 5/1/11                             400,000            342,000
- --------------------------------------------------------------------------------------------------------------
Fairchild Corp., 10.75% Sr. Unsec. Sub. Nts., 4/15/09                               550,000            189,750
- --------------------------------------------------------------------------------------------------------------
SC International Services, Inc., 9.25% Sr. Sub. Nts., Series B, 9/1/07              200,000            140,000
                                                                                                   -----------
                                                                                                       985,250
- --------------------------------------------------------------------------------------------------------------
Chemicals--0.9%
Compass Minerals Group, Inc., 10% Sr. Sub. Nts., 8/15/11(3)                         250,000            260,625
- --------------------------------------------------------------------------------------------------------------
Huntsman Corp./ICI Chemical Co. plc:
10.125% Sr. Unsec. Sub. Nts., 7/1/09                                                400,000            386,000
10.125% Sr. Unsec. Sub. Nts., 7/1/09(EUR)                                           300,000            235,733
Zero Coupon Sr. Unsec. Disc. Nts., 13.09%, 12/31/09(11)                             750,000            191,250
- --------------------------------------------------------------------------------------------------------------
ISP Holdings, Inc., 10.625% Bonds, 12/15/09(3)                                      200,000            201,000
- --------------------------------------------------------------------------------------------------------------
Lyondell Chemical Co.:
9.50% Sec. Nts., 12/15/08(3)                                                        300,000            298,500
9.625% Sr. Sec. Nts., Series A, 5/1/07                                              400,000            405,000
10.875% Sr. Sub. Nts., 5/1/09(6)                                                    300,000            278,250


                    Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                   Principal      Market Value
                                                                                   Amount         See Note 1
- --------------------------------------------------------------------------------------------------------------

Chemicals  (continued)
NL Industries, Inc., 11.75% Sr. Sec. Nts., 10/15/03                                $111,000         $  110,445
- --------------------------------------------------------------------------------------------------------------
OM Group, Inc., 9.25% Sr. Sub. Nts., 12/15/11(3)                                    200,000            205,000
- --------------------------------------------------------------------------------------------------------------
PCI Chemicals Canada, Inc., 9.25% Sec. Nts., 10/15/07(8)(9)                         175,000             74,375
- --------------------------------------------------------------------------------------------------------------
Pioneer Americas Acquisition Corp., 9.25% Sr. Nts., 6/15/07(8)(9)                   250,000             71,562
- --------------------------------------------------------------------------------------------------------------
Polymer Group, Inc., 9% Sr. Unsec. Sub. Nts., Series B, 7/1/07(8)                   500,000            147,500
- --------------------------------------------------------------------------------------------------------------
Sterling Chemicals, Inc.:
11.75% Sr. Unsec. Sub. Nts., 8/15/06(8)                                             540,000             40,500
12.375% Sr. Sec. Nts., Series B, 7/15/06(8)                                         500,000            417,500
                                                                                                    ----------
                                                                                                     3,323,240
- --------------------------------------------------------------------------------------------------------------
Consumer Non-Durables--0.6%
AKI Holdings Corp., 0%/13.50% Sr. Disc. Debs., 7/1/09(1)(12)                        150,000             75,750
- --------------------------------------------------------------------------------------------------------------
AKI, Inc., 10.50% Sr. Unsec. Nts., 7/1/08                                           100,000             95,500
- --------------------------------------------------------------------------------------------------------------
Galey & Lord, Inc., 9.125% Sr. Unsec. Sub. Nts., 3/1/08                             400,000             81,000
- --------------------------------------------------------------------------------------------------------------
Globe Manufacturing Corp., 10% Sr. Unsec. Sub. Nts., Series B, 8/1/08(1)(8)(9)      315,000                 --
- --------------------------------------------------------------------------------------------------------------
Holmes Products Corp., 9.875% Sr. Unsec. Sub. Nts., Series B, 11/15/07(1)           200,000             69,500
- --------------------------------------------------------------------------------------------------------------
Phillips-Van Heusen Corp., 9.50% Sr. Unsec. Sub. Nts., 5/1/08(1)                    200,000            205,000
- --------------------------------------------------------------------------------------------------------------
Playtex Products, Inc., 9.375% Sr. Unsec. Sub. Nts., 6/1/11                         500,000            530,000
- --------------------------------------------------------------------------------------------------------------
Revlon Consumer Products Corp., 9% Sr. Nts., 11/1/06                                800,000            552,000
- --------------------------------------------------------------------------------------------------------------
Salton, Inc., 10.75% Sr. Unsec. Sub. Nts., 12/15/05                                 425,000            418,625
- --------------------------------------------------------------------------------------------------------------
Styling Technology Corp., 10.875% Sr. Unsec. Sub. Nts., 7/1/08(1)(8)(9)              70,000                 --
                                                                                                    ----------
                                                                                                     2,027,375
- --------------------------------------------------------------------------------------------------------------
Energy--2.5%
AEI Resources, Inc., 11.50% Sr. Sub. Nts., 12/15/06(1)(8)(9)                        250,000             28,750
- --------------------------------------------------------------------------------------------------------------
Chesapeake Energy Corp., 8.125% Sr. Unsec. Nts., 4/1/11                             700,000            682,500
- --------------------------------------------------------------------------------------------------------------
Clark Refining & Marketing, Inc., 8.875% Sr. Sub. Nts., 11/15/07                    200,000            163,000
- --------------------------------------------------------------------------------------------------------------
Denbury Management, Inc., 9% Sr. Sub. Nts., 3/1/08                                  400,000            377,000
- --------------------------------------------------------------------------------------------------------------
Dresser, Inc., 9.375% Sr. Sub. Nts., 4/15/11                                        400,000            410,000
- --------------------------------------------------------------------------------------------------------------
Frontier Oil Corp., 11.75% Sr. Nts., 11/15/09(1)                                    400,000            426,000
- --------------------------------------------------------------------------------------------------------------
Grant Geophysical, Inc., 9.75% Sr. Unsec. Nts., Series B, 2/15/08(1)                560,000            394,800
- --------------------------------------------------------------------------------------------------------------
Hanover Equipment Trust, 8.50% Sr. Sec. Nts., Trust 2001, Cl. A, 9/1/08(3)          500,000            522,500
- --------------------------------------------------------------------------------------------------------------
Hornbeck-Leevac Marine Services, Inc., 10.625% Sr. Nts., 8/1/08(3)                  750,000            765,000
- --------------------------------------------------------------------------------------------------------------
Leviathan Gas Pipeline Partners LP/Leviathan Finance Corp.,
10.375% Sr. Unsec. Sub. Nts., Series B, 6/1/09                                      400,000            426,000
- --------------------------------------------------------------------------------------------------------------
Ocean Rig Norway AS, 10.25% Sr. Sec. Nts., 6/1/08                                   700,000            612,500
- --------------------------------------------------------------------------------------------------------------
P&L Coal Holdings Corp., 9.625% Sr. Sub. Nts., Series B, 5/15/08                    403,000            434,232
- --------------------------------------------------------------------------------------------------------------
Petroleos Mexicanos, 9.50% Sr. Sub. Nts., 9/15/27                                   625,000            662,500
- --------------------------------------------------------------------------------------------------------------
Pogo Producing Co., 8.75% Sr. Sub. Nts., Series B, 5/15/07                          370,000            380,175
- --------------------------------------------------------------------------------------------------------------
RAM Energy, Inc., 11.50% Sr. Unsec. Nts., 2/15/08                                   900,000            670,500
- --------------------------------------------------------------------------------------------------------------
SESI LLC, 8.875% Sr. Unsec. Nts., 5/15/11                                           500,000            472,500
- --------------------------------------------------------------------------------------------------------------
Statia Terminals International NV/Statia Terminals (Canada), Inc.,
11.75% First Mtg. Nts., Series B, 11/15/03(1)                                       175,000            181,125
- --------------------------------------------------------------------------------------------------------------
Stone Energy Corp., 8.75% Sr. Sub. Nts., 9/15/07                                    270,000            276,750
- --------------------------------------------------------------------------------------------------------------
Universal Compression Holdings, Inc., 0%/9.875% Sr. Disc. Nts., 2/15/08(12)         800,000            764,000
                                                                                                    ----------
                                                                                                     8,649,832


                      Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                   Principal        Market Value
                                                                                   Amount           See Note 1
- ----------------------------------------------------------------------------------------------------------------

Financial--3.2%
AmeriCredit Corp., 9.875% Gtd. Sr. Nts., 4/15/06                                   $   600,000       $   567,000
- ----------------------------------------------------------------------------------------------------------------
AMRESCO, Inc.:
9.875% Sr. Sub. Nts., Series 98-A, 3/15/05(8)                                          300,000            76,500
10% Sr. Sub. Nts., Series 97-A, 3/15/04(8)                                             100,000            25,500
- ----------------------------------------------------------------------------------------------------------------
Bank Plus Corp., 12% Sr. Nts., 7/18/07(1)                                                7,000             7,455
- ----------------------------------------------------------------------------------------------------------------
Conseco, Inc., 10.75% Sr. Unsec. Nts., 6/15/08                                         300,000           134,700
- ----------------------------------------------------------------------------------------------------------------
Development Bank of Japan (The), 1.75% Unsec. Nts., 6/21/10(JPY)                    20,000,000           159,309
- ----------------------------------------------------------------------------------------------------------------
Finova Group, Inc. (The), 7.50% Nts., 11/15/09                                         500,000           212,500
- ----------------------------------------------------------------------------------------------------------------
Fuji JGB Investment LLC:
9.87% Non-Cum. Bonds, Series A, 12/31/49(2)                                            165,000           127,520
9.87% Non-Cum. Bonds, Series A, 12/31/49(2)(3)                                       1,325,000         1,024,028
- ----------------------------------------------------------------------------------------------------------------
Gold Eagle Capital Ltd., 7.981% Sec. Nts., 4/8/02(1)(2)                                500,000           503,750
- ----------------------------------------------------------------------------------------------------------------
Hanvit Bank:
12.75% Unsec. Sub. Nts., 3/1/10(2)(3)                                                  115,000           128,194
12.75% Unsec. Sub. Nts., 3/1/10(2)                                                     710,000           791,458
- ----------------------------------------------------------------------------------------------------------------
IBJ Preferred Capital Co. (The) LLC:
8.79% Bonds, 12/29/49(2)(3)                                                          1,725,000         1,262,643
8.79% Non-Cum. Bonds, Series A, 12/29/49(2)                                            105,000            76,857
- ----------------------------------------------------------------------------------------------------------------
IPC Acquisition Corp., 11.50% Sr. Sub. Nts., 12/15/09(3)                               400,000           402,000
- ----------------------------------------------------------------------------------------------------------------
IStar Financial, Inc., 8.75% Sr. Unsec. Nts., 8/15/08                                  200,000           200,387
- ----------------------------------------------------------------------------------------------------------------
KFW International Finance, Inc., 1.75% Bonds, 3/23/10(JPY)                          11,000,000            89,361
- ----------------------------------------------------------------------------------------------------------------
Korea Exchange Bank:
13.75% Unsec. Sub. Bonds, 6/30/10(2)                                                   540,000           604,800
13.75% Unsec. Unsub. Bonds, 6/30/10(2)(3)                                               30,000            33,703
- ----------------------------------------------------------------------------------------------------------------
LaBranche & Co., Inc., 12% Sr. Unsec. Sub. Nts., 3/2/07                                200,000           229,000
- ----------------------------------------------------------------------------------------------------------------
Local Financial Corp., 11% Sr. Nts., 9/8/04(1)                                         150,000           159,750
- ----------------------------------------------------------------------------------------------------------------
Ocwen Capital Trust I, 10.875% Capital Nts., 8/1/27(1)                                 150,000           120,750
- ----------------------------------------------------------------------------------------------------------------
Ocwen Financial Corp., 11.875% Nts., 10/1/03                                           150,000           148,500
- ----------------------------------------------------------------------------------------------------------------
Oesterreichische Kontrollbank AG, 1.80% Unsec. Nts., 3/22/10(JPY)                  163,000,000         1,328,775
- ----------------------------------------------------------------------------------------------------------------
Ongko International Finance Co. BV, 10.50% Sec. Nts., 3/29/04(1)(8)(9)                  90,000             2,250
- ----------------------------------------------------------------------------------------------------------------
Pemex Project Funding Master Trust, 9.125% Unsec. Unsub. Nts., 10/13/10              1,750,000         1,859,375
- ----------------------------------------------------------------------------------------------------------------
Saul (B.F.) Real Estate Investment Trust, 9.75% Sr. Sec. Nts., Series B, 4/1/08(1)     245,000           238,875
- ----------------------------------------------------------------------------------------------------------------
SBS Agro Finance BV, 10.25% Bonds, 7/21/00(1)(8)(9)                                    339,000            15,255
- ----------------------------------------------------------------------------------------------------------------
Tokai Preferred Capital Co. LLC, 9.98% Non-Cum. Bonds, Series A, 12/29/49(2)(3)        680,000           593,052
                                                                                                     -----------
                                                                                                      11,123,247
- ----------------------------------------------------------------------------------------------------------------
Food & Drug--0.4%
Family Restaurants, Inc., 9.75% Sr. Nts., 2/1/02(1)(8)(9)                              500,000            22,500
- ----------------------------------------------------------------------------------------------------------------
Fleming Cos., Inc.:
10.125% Sr. Unsec. Nts., 4/1/08                                                        400,000           406,000
10.625% Sr. Sub. Nts., 7/31/07                                                         300,000           288,000
10.625% Sr. Sub. Nts., Series B, 7/31/07                                               500,000           480,000
- ----------------------------------------------------------------------------------------------------------------
Pantry, Inc. (The), 10.25% Sr. Sub. Nts., 10/15/07                                     200,000           197,500
- ----------------------------------------------------------------------------------------------------------------
Shoppers Food Warehouse Corp., 9.75% Sr. Nts., 6/15/04                                 155,000           162,064
                                                                                                     -----------
                                                                                                       1,556,064


                    Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                         Principal     Market Value
                                                                                         Amount        See Note 1
- -------------------------------------------------------------------------------------------------------------------

Food/Tobacco--0.9%
Aurora Foods, Inc., 8.75% Sr. Sub. Nts., Series B, 7/1/08                                $  300,000      $  274,500
- -------------------------------------------------------------------------------------------------------------------
Del Monte Corp., 9.25% Sr. Unsec. Sub. Nts., 5/15/11                                        300,000         315,000
- -------------------------------------------------------------------------------------------------------------------
Doane Pet Care Co., 9.75% Sr. Unsec. Sub. Nts., 5/15/07(1)                                  400,000         330,000
- -------------------------------------------------------------------------------------------------------------------
Great Atlantic & Pacific Tea Co., Inc. (The), 9.125% Sr. Nts., 12/15/11                     400,000         403,000
- -------------------------------------------------------------------------------------------------------------------
Packaged Ice, Inc., 9.75% Sr. Unsec. Nts., Series B, 2/1/05                                 200,000         145,000
- -------------------------------------------------------------------------------------------------------------------
Smithfield Foods, Inc., 7.625% Sr. Unsec. Sub. Nts., 2/15/08(1)                             400,000         394,000
- -------------------------------------------------------------------------------------------------------------------
Sparkling Spring Water Group Ltd., 11.50% Sr. Sec. Sub. Nts., 11/15/07(1)                   200,000         155,000
- -------------------------------------------------------------------------------------------------------------------
United Biscuits Finance plc, 10.75% Sr. Sub. Nts., 4/15/11(GBP)                             400,000         652,019
- -------------------------------------------------------------------------------------------------------------------
Winn-Dixie Stores, Inc., 8.875% Sr. Nts., 4/1/08                                            400,000         384,000
                                                                                                         ----------
                                                                                                          3,052,519
- -------------------------------------------------------------------------------------------------------------------
Forest Products/Containers--1.2%
Ainsworth Lumber Co. Ltd., 12.50% Sr. Nts., 7/15/07(13)                                     400,000         398,000
- -------------------------------------------------------------------------------------------------------------------
Ball Corp.:
7.75% Sr. Unsec. Nts., 8/1/06(1)                                                            125,000         133,750
8.25% Sr. Unsec. Sub. Nts., 8/1/08(1)                                                       125,000         132,500
- -------------------------------------------------------------------------------------------------------------------
Consumers International, Inc., 10.25% Sr. Sec. Nts., 4/1/05(1)(8)(9)                        250,000          96,250
- -------------------------------------------------------------------------------------------------------------------
Doman Industries Ltd., 8.75% Sr. Nts., 3/15/04                                              900,000         166,500
- -------------------------------------------------------------------------------------------------------------------
Gaylord Container Corp., 9.75% Sr. Unsec. Nts., Series B, 6/15/07                           600,000         510,000
- -------------------------------------------------------------------------------------------------------------------
Packaging Corp. of America, 9.625% Sr. Unsec. Sub. Nts., 4/1/09                             750,000         825,000
- -------------------------------------------------------------------------------------------------------------------
Riverwood International Corp.:
10.625% Sr. Unsec. Nts., 8/1/07                                                             750,000         791,250
10.875% Sr. Sub. Nts., 4/1/08                                                               250,000         255,000
- -------------------------------------------------------------------------------------------------------------------
Stone Container Corp.:
9.25% Sr. Unsec. Nts., 2/1/08                                                               200,000         212,000
9.75% Sr. Unsec. Nts., 2/1/11                                                               400,000         427,000
- -------------------------------------------------------------------------------------------------------------------
U.S. Timberlands Co. LP, 9.625% Sr. Nts., 11/15/07                                          300,000         202,500
                                                                                                         ----------
                                                                                                          4,149,750
- -------------------------------------------------------------------------------------------------------------------
Gaming/Leisure--3.1%
Aztar Corp., 9% Sr. Sub. Nts., 8/15/11(3)                                                   850,000         879,750
- -------------------------------------------------------------------------------------------------------------------
Capstar Hotel Co., 8.75% Sr. Sub. Nts., 8/15/07                                             275,000         231,687
- -------------------------------------------------------------------------------------------------------------------
Felcor Lodging LP, 8.50% Sr. Nts., 6/1/11                                                   406,000         391,790
- -------------------------------------------------------------------------------------------------------------------
Florida Panthers Holdings, Inc., 9.875% Sr. Sub. Nts., 4/15/09(1)                           450,000         465,750
- -------------------------------------------------------------------------------------------------------------------
Hollywood Casino Corp., 11.25% Sr. Sec. Nts., 5/1/07                                        250,000         271,562
- -------------------------------------------------------------------------------------------------------------------
Hollywood Park, Inc., 9.25% Sr. Unsec. Sub. Nts., Series B, 2/15/07                         325,000         282,750
- -------------------------------------------------------------------------------------------------------------------
Horseshoe Gaming LLC, 9.375% Sr. Sub. Nts., 6/15/07                                         425,000         453,156
- -------------------------------------------------------------------------------------------------------------------
Host Marriott LP, 9.50% Sr. Nts., 1/15/07(3)                                                400,000         402,500
- -------------------------------------------------------------------------------------------------------------------
Intrawest Corp., 9.75% Sr. Nts., 8/15/08                                                    350,000         343,000
- -------------------------------------------------------------------------------------------------------------------
Jupiters Ltd., 8.50% Sr. Unsec. Nts., 3/1/06                                                400,000         402,000
- -------------------------------------------------------------------------------------------------------------------
Mandalay Resort Group, 10.25% Sr. Unsec. Sub. Nts., Series B, 8/1/07                        650,000         677,625
- -------------------------------------------------------------------------------------------------------------------
Meristar Hospitality Corp.
8.75% Sr. Unsec. Sub. Nts., 8/15/07                                                         325,000         273,812
9.125% Sr. Nts., 1/15/11                                                                    600,000         567,000
- -------------------------------------------------------------------------------------------------------------------
Meristar Hospitality Operating Partnership/Finance Corp. II, 10.50% Sr. Nts., 6/15/09(3)    400,000         402,500
- -------------------------------------------------------------------------------------------------------------------
MGM Mirage, Inc., 8.375% Sr. Unsec. Sub. Nts., 2/1/11(6)                                  1,200,000       1,191,000


                      Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                         Principal    Market Value
                                                                                         Amount       See Note 1
- ------------------------------------------------------------------------------------------------------------------

Gaming/Leisure (continued)
Mohegan Tribal Gaming Authority:
8.125% Sr. Nts., 1/1/06(1)                                                               $300,000      $   309,750
8.375% Sr. Sub. Nts., 7/1/11                                                              600,000          621,000
8.75% Sr. Unsec. Sub. Nts., 1/1/09                                                        700,000          728,000
- ------------------------------------------------------------------------------------------------------------------
Premier Cruise Ltd., 11% Sr. Nts., 3/15/08(1)(8)(9)                                       250,000               --
- ------------------------------------------------------------------------------------------------------------------
Premier Parks, Inc.:
0%/10% Sr. Disc. Nts., 4/1/08(12)                                                         450,000          385,875
9.25% Sr. Nts., 4/1/06                                                                    100,000          101,000
9.75% Sr. Nts., 6/15/07                                                                   100,000          104,875
- ------------------------------------------------------------------------------------------------------------------
Six Flags Entertainment Corp., 8.875% Sr. Nts., 4/1/06(1)                                 200,000          202,000
- ------------------------------------------------------------------------------------------------------------------
Station Casinos, Inc., 9.875% Sr. Unsec. Sub. Nts., 7/1/10                                800,000          817,000
- ------------------------------------------------------------------------------------------------------------------
Trump Atlantic City Associates/Trump Atlantic City Funding, Inc.,
11.25% First Mtg. Nts., 5/1/06                                                             25,000           16,000
- ------------------------------------------------------------------------------------------------------------------
Vail Resorts, Inc., 8.75% Sr. Sub. Nts., 5/15/09(3)                                       200,000          195,000
- ------------------------------------------------------------------------------------------------------------------
Venetian Casino Resort LLC/Las Vegas Sands, Inc., 12.25% Mtg. Nts., 11/15/04              250,000          251,250
                                                                                                       -----------
                                                                                                        10,967,632
- ------------------------------------------------------------------------------------------------------------------
Healthcare--1.6%
Beverly Enterprises, Inc., 9.625% Sr. Unsec. Nts., 4/15/09                                800,000          844,000
- ------------------------------------------------------------------------------------------------------------------
Charles River Laboratories International, Inc., 13.50% Sr. Sub. Nts., Series B, 10/1/09   227,500          274,137
- ------------------------------------------------------------------------------------------------------------------
Fresenius Medical Care Capital Trust II, 7.875% Nts., 2/1/08                              900,000          904,500
- ------------------------------------------------------------------------------------------------------------------
Fresenius Medical Care Capital Trust III, 7.375% Nts., 2/1/08(DEM)                         25,000           11,211
- ------------------------------------------------------------------------------------------------------------------
Fresenius Medical Care Capital Trust IV, 7.875% Trust Preferred Nts., 6/15/11             600,000          600,000
- ------------------------------------------------------------------------------------------------------------------
ICN Pharmaceuticals, Inc.:
8.75% Sr. Nts., 11/15/08(1)                                                               200,000          225,000
9.75% Sr. Nts., 11/15/08(3)                                                               350,000          393,750
- ------------------------------------------------------------------------------------------------------------------
Kinetic Concepts, Inc., 9.625% Sr. Unsec. Sub. Nts., Series B, 11/1/07(1)                 250,000          248,750
- ------------------------------------------------------------------------------------------------------------------
Magellan Health Services, Inc.:
9% Sr. Sub. Nts., 2/15/08                                                                 600,000          537,000
9.375% Sr. Nts., 11/15/07(3)                                                              700,000          714,000
- ------------------------------------------------------------------------------------------------------------------
Triad Hospitals, Inc., 8.75% Sr. Unsec. Nts., Series B, 5/1/09                            400,000          419,000
- ------------------------------------------------------------------------------------------------------------------
VanGuard Health Systems, Inc., 9.75% Sr. Sub. Nts., 8/1/11(3)                             300,000          316,500
                                                                                                       -----------
                                                                                                         5,487,848
- ------------------------------------------------------------------------------------------------------------------
Housing--1.4%
Ainsworth Lumber Co. Ltd., 13.875% Sr. Sec. Nts., 7/15/07(3)                              400,000          416,000
- ------------------------------------------------------------------------------------------------------------------
CB Richard Ellis Services, Inc., 11.25% Sr. Unsec. Sub. Nts., 6/15/11                     500,000          430,000
- ------------------------------------------------------------------------------------------------------------------
D.R. Horton, Inc.:
7.875% Sr. Nts., 8/15/11                                                                  300,000          294,000
9.375% Sr. Unsec. Sub. Nts., 3/15/11                                                      400,000          412,000
9.75% Sr. Sub. Nts., 9/15/10                                                              400,000          414,000
- ------------------------------------------------------------------------------------------------------------------
Del Webb Corp., 10.25% Sr. Unsec. Sub. Nts., 2/15/10                                      300,000          323,250
- ------------------------------------------------------------------------------------------------------------------
Formica Corp., 10.875% Sr. Unsec. Sub. Nts., Series B, 3/1/09                             200,000           61,000
- ------------------------------------------------------------------------------------------------------------------
KB Home:
7.75% Sr. Nts., 10/15/04(1)                                                               300,000          306,000
8.65% Sr. Sub. Nts., 12/15/08                                                             250,000          252,500
9.50% Sr. Unsec. Sub. Nts., 2/15/11                                                       400,000          410,000


                    Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                 Principal   Market Value
                                                                                 Amount      See Note 1
- ---------------------------------------------------------------------------------------------------------

Housing (continued)
Lennar Corp., 9.95% Sr. Unsec. Nts., Series B, 5/1/10                            $ 500,000     $  553,750
- ---------------------------------------------------------------------------------------------------------
Nortek, Inc.:
9.125% Sr. Unsec. Nts., Series B, 9/1/07                                           650,000        663,000
9.25% Sr. Nts., Series B, 3/15/07                                                  150,000        153,750
9.875% Sr. Unsec. Sub. Nts., 6/15/11                                               250,000        248,750
                                                                                               ----------
                                                                                                4,938,000
- ---------------------------------------------------------------------------------------------------------
Information Technology--1.3%
Amkor Technology, Inc.:
9.25% Sr. Unsec. Nts., 5/1/06                                                      700,000        672,000
9.25% Sr. Unsec. Sub. Nts., 2/15/08                                                250,000        237,500
- ---------------------------------------------------------------------------------------------------------
ASAT Finance LLC, 12.50% Sr. Unsec. Nts., 11/1/06                                  162,500        111,312
- ---------------------------------------------------------------------------------------------------------
Cherokee International LLC, 10.50% Sr. Unsec. Sub. Nts., Series B, 5/1/09(1)       500,000        252,500
- ---------------------------------------------------------------------------------------------------------
ChipPAC International Co. Ltd., 12.75% Sr. Unsec. Sub. Nts., Series B, 8/1/09      600,000        555,000
- ---------------------------------------------------------------------------------------------------------
Communications & Power Industries, Inc., 12% Sr. Sub. Nts., Series B, 8/1/05(1)    250,000        118,750
- ---------------------------------------------------------------------------------------------------------
Fairchild Semiconductor Corp.:
10.375% Sr. Unsec. Nts., 10/1/07                                                   500,000        523,750
10.50% Sr. Unsec. Sub. Nts., 2/1/09                                                300,000        320,250
- ---------------------------------------------------------------------------------------------------------
Fisher Scientific International, Inc., 9% Sr. Unsec. Sub. Nts., 2/1/08             505,000        520,150
- ---------------------------------------------------------------------------------------------------------
Flextronics International Ltd., 9.875% Sr. Unsec. Sub. Nts., 7/1/10                500,000        527,500
- ---------------------------------------------------------------------------------------------------------
Micron Technology, Inc., 6.50% Sub. Nts., 9/30/05                                1,000,000        900,000
                                                                                               ----------
                                                                                                4,738,712
- ---------------------------------------------------------------------------------------------------------
Manufacturing--1.1%
Actuant Corp., 13% Sr. Sub. Nts., 5/1/09                                           300,000        322,500
- ---------------------------------------------------------------------------------------------------------
Agco Corp., 9.50% Sr. Unsec. Nts., 5/1/08                                          800,000        840,000
- ---------------------------------------------------------------------------------------------------------
Blount, Inc., 13% Sr. Sub. Nts., 8/1/09                                            300,000        139,500
- ---------------------------------------------------------------------------------------------------------
Buhrmann US, Inc., 12.25% Sr. Unsec. Sub. Nts., 11/1/09                            500,000        502,500
- ---------------------------------------------------------------------------------------------------------
Burke Industries, Inc., 10% Sr. Sub. Nts., 8/15/07(1)(8)                           150,000         12,750
- ---------------------------------------------------------------------------------------------------------
Eagle-Picher Industries, Inc., 9.375% Sr. Unsec. Sub. Nts., 3/1/08                 300,000        166,500
- ---------------------------------------------------------------------------------------------------------
Grove Worldwide LLC, 9.25% Sr. Sub. Nts., 5/1/08(1)(8)(9)                          500,000         12,500
- ---------------------------------------------------------------------------------------------------------
Hydrochem Industrial Services, Inc., 10.375% Sr. Sub. Nts., 8/1/07(1)              150,000        108,750
- ---------------------------------------------------------------------------------------------------------
Insilco Corp., 12% Sr. Sub. Nts., 8/15/07(1)                                       400,000         62,000
- ---------------------------------------------------------------------------------------------------------
International Utility Structures, Inc., 13% Unsec. Sub. Nts., 2/1/08(1)             71,000         13,490
- ---------------------------------------------------------------------------------------------------------
International Wire Group, Inc., 11.75% Sr. Sub. Nts., Series B, 6/1/05             125,000        103,125
- ---------------------------------------------------------------------------------------------------------
Jordan Industries, Inc., 10.375% Sr. Unsec. Nts., Series D, 8/1/07                 300,000        151,500
- ---------------------------------------------------------------------------------------------------------
Moll Industries, Inc., 10.50% Sr. Unsec. Sub. Nts., 7/1/08(1)                      200,000         37,000
- ---------------------------------------------------------------------------------------------------------
Roller Bearing Co. of America, Inc., 9.625% Sr. Sub. Nts., Series B, 6/15/07(1)    540,000        475,200
- ---------------------------------------------------------------------------------------------------------
Terex Corp.:
8.875% Sr. Unsec. Sub. Nts., 4/1/08                                                250,000        247,500
8.875% Sr. Unsec. Sub. Nts., Series C, 4/1/08                                      100,000         99,000
9.25% Sr. Sub. Nts., 7/15/11(3)                                                    400,000        402,000
- ---------------------------------------------------------------------------------------------------------
Unifrax Investment Corp., 10.50% Sr. Nts., 11/1/03(1)                               50,000         50,250
                                                                                               ----------
                                                                                                3,746,065


                      Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                  Principal     Market Value
                                                                                  Amount        See Note 1
- ------------------------------------------------------------------------------------------------------------

Media/Entertainment: Broadcasting--1.1%
Chancellor Media Corp., 8.75% Sr. Unsec. Sub. Nts., Series B, 6/15/07             $ 400,000       $  418,000
- ------------------------------------------------------------------------------------------------------------
Cumulus Media, Inc., 10.375% Sr. Unsec. Sub. Nts., 7/1/08                           450,000          473,625
- ------------------------------------------------------------------------------------------------------------
Emmis Communications Corp.:
0%/12.50% Sr. Unsec. Disc. Nts. , 3/15/11(12)                                       700,000          427,000
8.125% Sr. Unsec. Sub. Nts., Series B, 3/15/09                                      600,000          577,500
- ------------------------------------------------------------------------------------------------------------
Radio One, Inc., 8.875% Sr. Unsec. Sub. Nts., Series B, 7/1/11                      400,000          415,000
- ------------------------------------------------------------------------------------------------------------
Sinclair Broadcast Group, Inc.:
8.75% Sr. Sub. Nts., 12/15/07                                                       100,000          100,250
8.75% Sr. Sub. Nts., 12/15/11(3)                                                    300,000          301,500
9% Sr. Unsec. Sub. Nts., 7/15/07                                                    500,000          505,000
- ------------------------------------------------------------------------------------------------------------
Spanish Broadcasting System, Inc., 9.625% Sr. Unsec. Sub. Nts., 11/1/09             800,000          796,000
                                                                                                  ----------
                                                                                                   4,013,875
- ------------------------------------------------------------------------------------------------------------
Media/Entertainment: Cable/Wireless Video--3.5%
Adelphia Communications Corp.:
7.875% Sr. Unsec. Nts., 5/1/09                                                      350,000          322,438
8.375% Sr. Nts., Series B, 2/1/08                                                   100,000           93,125
9.25% Sr. Nts., 10/1/02                                                             385,000          389,331
9.375% Sr. Nts., 11/15/09                                                           500,000          483,125
10.25% Sr. Unsec. Sub. Nts., 6/15/11                                                600,000          601,500
10.50% Sr. Unsec. Nts., Series B, 7/15/04                                            70,000           70,612
10.875% Sr. Unsec. Nts., 10/1/10                                                    500,000          513,125
- ------------------------------------------------------------------------------------------------------------
Callahan Nordrhein-Westfalen GmbH, 14.125% Sr. Nts., 7/15/11(EUR)                   500,000          282,702
- ------------------------------------------------------------------------------------------------------------
Charter Communications Holdings LLC/Charter Communications Holdings CapitalCorp.:
0%/9.92% Sr. Unsec. Disc. Nts., 4/1/11(12)                                        1,750,000        1,275,313
8.25% Sr. Unsec. Nts., 4/1/07                                                       400,000          386,500
10% Sr. Nts., 4/1/09                                                                100,000          103,125
10% Sr. Unsec. Sub. Nts., 5/15/11                                                   600,000          613,500
10.75% Sr. Unsec. Nts., 10/1/09                                                   1,500,000        1,590,000
11.125% Sr. Unsec. Nts., 1/15/11                                                    500,000          532,500
- ------------------------------------------------------------------------------------------------------------
Classic Cable, Inc., 10.50% Sr. Sub. Nts., 3/1/10(8)                                200,000           51,000
- ------------------------------------------------------------------------------------------------------------
Comcast UK Cable Partner Ltd., 11.20% Sr. Unsec. Disc. Debs., 11/15/07              250,000          186,250
- ------------------------------------------------------------------------------------------------------------
Diamond Cable Communications plc, 11.75% Sr. Disc. Nts., 12/15/05                   750,000          198,750
- ------------------------------------------------------------------------------------------------------------
Diamond Holdings plc, 9.125% Sr. Nts., 2/1/08                                        50,000           35,750
- ------------------------------------------------------------------------------------------------------------
EchoStar Broadband Corp., 10.375% Sr. Unsec. Nts., 10/1/07                          800,000          842,000
- ------------------------------------------------------------------------------------------------------------
EchoStar DBS Corp., 9.375% Sr. Unsec. Nts., 2/1/09                                  945,000          978,075
- ------------------------------------------------------------------------------------------------------------
Insight Midwest LP/Insight Capital, Inc., 9.75% Sr. Nts., 10/1/09                   400,000          424,000
- ------------------------------------------------------------------------------------------------------------
Mediacom LLC/Mediacom Capital Corp., 9.50% Sr. Unsec. Nts., 1/15/13                 600,000          625,500
- ------------------------------------------------------------------------------------------------------------
NTL Communications Corp.,0%/9.75% Sr. Unsec. Nts., Series B, 4/15/09(12)(GBP )      775,000          273,524
- ------------------------------------------------------------------------------------------------------------
NTL, Inc.,0%/10.75% Sr. Unsec. Unsub. Nts., Series B, 4/1/08(12)(GBP)               200,000           78,592
- ------------------------------------------------------------------------------------------------------------
Rogers Cablesystems Ltd.,10% Second Priority Sr. Sec. Debs., 12/1/07                200,000          217,000
- ------------------------------------------------------------------------------------------------------------
Rogers Communications, Inc., 8.75% Sr. Nts., 7/15/07CAD                             400,000          249,327
- ------------------------------------------------------------------------------------------------------------
Telewest Communications plc:
0%/9.25% Sr. Disc. Nts., 4/15/09(12)                                                600,000          266,250
0%/9.875% Sr. Disc. Nts., 4/15/09(12)(GBP)                                          425,000          265,974
0%/11.375% Sr. Disc. Nts., 2/1/10(12)                                               300,000          117,000
- ------------------------------------------------------------------------------------------------------------
United International Holdings, Inc.,0%/10.75% Sr. Disc. Nts., Series B,
2/15/08(12)                                                                         770,000          227,150


                    Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                             Principal       Market Value
                                                                             Amount          See Note 1
- ---------------------------------------------------------------------------------------------------------

Media/Entertainment: Cable/Wireless Video (continued)
United Pan-Europe Communications NV:
0%/13.375% Sr. Unsec. Disc. Nts., Series B, 11/1/09(12)                      $   500,000      $    42,500
0%/13.75% Sr. Unsec. Disc. Nts., Series B, 2/1/10(12)                            200,000           17,000
10.875% Sr. Nts., 8/1/09(EUR)                                                    500,000           70,119
11.25% Sr. Nts., Series B, 11/1/09(EUR)                                          250,000           35,060
                                                                                              -----------
                                                                                               12,457,717
- ---------------------------------------------------------------------------------------------------------
Media/Entertainment: Diversified Media--0.9%
Adelphia Communications Corp., 10.25% Sr. Unsec. Nts., 11/1/06                   900,000          922,500
- ---------------------------------------------------------------------------------------------------------
AMC Entertainment, Inc., 9.50% Sr. Unsec. Sub. Nts., 2/1/11                      500,000          488,125
- ---------------------------------------------------------------------------------------------------------
Key3Media Group, Inc., 11.25% Sr. Sub. Nts., 6/15/11                             500,000          422,500
- ---------------------------------------------------------------------------------------------------------
Lamar Advertising Co.:
8.625% Sr. Sub. Nts., 9/15/07                                                    150,000          157,125
9.625% Sr. Unsec. Sub. Nts., 12/1/06                                              50,000           52,438
- ---------------------------------------------------------------------------------------------------------
Mail-Well I Corp., 8.75% Sr. Unsec. Sub. Nts., Series B, 12/15/08                600,000          471,000
- ---------------------------------------------------------------------------------------------------------
Penton Media, Inc., 10.375% Sr. Unsec. Sub. Nts., 6/15/11                        600,000          345,000
- ---------------------------------------------------------------------------------------------------------
WRC Media, Inc./Weekly Reader Corp./Compass Learning Corp.,
12.75% Sr. Sub. Nts., 11/15/09                                                   500,000          503,750
                                                                                              -----------
                                                                                                3,362,438
- ---------------------------------------------------------------------------------------------------------
Media/Entertainment: Telecommunications--1.9%
360networks, Inc., 13% Sr. Unsec. Nts., 5/1/08(1)(8)(EUR)                        250,000               22
- ---------------------------------------------------------------------------------------------------------
Adelphia Business Solutions, Inc., 12% Sr. Sub. Nts., 11/1/07                    200,000            3,000
- ---------------------------------------------------------------------------------------------------------
Allegiance Telecom, Inc., 0%/11.75% Sr. Unsec. Disc. Nts., Series B, 2/15/08(12) 800,000          356,000
- ---------------------------------------------------------------------------------------------------------
COLO. com, Inc., 13.875% Sr. Nts., 3/15/10(1)(8)(9)                              400,000           10,000
- ---------------------------------------------------------------------------------------------------------
COLT Telecom Group plc:
7.625% Bonds, 7/31/08(DEM)                                                       500,000          167,306
12% Sr. Unsec. Disc. Nts., 12/15/06(1)                                           400,000          354,000
- ---------------------------------------------------------------------------------------------------------
Concentric Network Corp., 12.75% Sr. Unsec. Nts., 12/15/07(8)                     80,000            9,200
- ---------------------------------------------------------------------------------------------------------
Covad Communications Group, Inc., 0%/13.50% Sr. Disc. Nts.,
3/15/08(1)(8)(9)(12)                                                             800,000          124,000
- ---------------------------------------------------------------------------------------------------------
Dobson Communications Corp., 10.875% Sr. Unsec. Nts., 7/1/10                     400,000          415,000
- ---------------------------------------------------------------------------------------------------------
Equinix, Inc., 13% Sr. Unsec. Nts., 12/1/07(1)                                   200,000           68,000
- ---------------------------------------------------------------------------------------------------------
Exodus Communications, Inc., 10.75% Sr. Nts., 12/15/09(8)(9)(EUR)                400,000           62,328
- ---------------------------------------------------------------------------------------------------------
FirstWorld Communications, Inc., 0%/13% Sr. Disc. Nts., 4/15/08(1)(12)           250,000               25
- ---------------------------------------------------------------------------------------------------------
FLAG Telecom Holdings Ltd., 11.625% Sr. Nts., 3/30/10(EUR)                       150,000           56,095
- ---------------------------------------------------------------------------------------------------------
Focal Communications Corp.:
0%/12.125% Sr. Unsec. Disc. Nts., 2/15/08(12)                                     80,000           22,800
11.875% Sr. Unsec. Nts., Series B, 1/15/10                                        75,000           31,125
- ---------------------------------------------------------------------------------------------------------
Global Crossing Holdings Ltd., 8.70% Sr. Unsec. Nts., 8/1/07(8)                  200,000           19,000
- ---------------------------------------------------------------------------------------------------------
Global TeleSystems, Inc., 10.50% Sr. Unsec. Bonds, 12/1/06(1)(8)(9)(EUR)         250,000           20,034
- ---------------------------------------------------------------------------------------------------------
Globix Corp., 12.50% Sr. Unsec. Nts., 2/1/10(8)                                  300,000           61,500
- ---------------------------------------------------------------------------------------------------------
Intermedia Communications, Inc.,0%/12.25% Sr. Disc. Nts., Series B, 3/1/09(12)   500,000          448,125
- ---------------------------------------------------------------------------------------------------------
International CableTel, Inc., 11.50% Sr. Deferred Coupon Nts., Series B, 2/1/06  500,000          177,500
- ---------------------------------------------------------------------------------------------------------
Jazztel plc, 13.25% Sr. Unsec. Nts., 12/15/09(EUR)                               300,000          105,512
- ---------------------------------------------------------------------------------------------------------
KMC Telecom Holdings, Inc.,0%/12.50% Sr. Unsec. Disc. Nts., 2/15/08(12)          900,000           40,500
- ---------------------------------------------------------------------------------------------------------
KPNQwest BV, 8.875% Sr. Nts., 2/1/08(1)(EUR)                                     400,000          181,642
- ---------------------------------------------------------------------------------------------------------
Leap Wireless International, Inc., 0%/14.50% Sr. Unsec. Disc. Nts.,
4/15/10(12)                                                                    1,000,000          360,000
- ---------------------------------------------------------------------------------------------------------
Level 3 Communications, Inc., 0%/10.50% Sr. Disc. Nts., 12/1/08(12)            2,000,000          570,000


                      Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                               Principal        Market Value
                                                                               Amount           See Note 1
- ------------------------------------------------------------------------------------------------------------

Media/Entertainment: Telecommunications (continued)
Metromedia Fiber Network, Inc.:
10% Sr. Nts., 12/15/09                                                         $    400,000      $   118,000
10% Sr. Unsec. Nts., Series B, 11/15/08                                             400,000          118,000
- ------------------------------------------------------------------------------------------------------------
Metromedia International Group, Inc., 3.728% Sr. Unsec. Disc. Nts.,
9/30/07(1)(2)                                                                       503,059          223,861
- ------------------------------------------------------------------------------------------------------------
NorthPoint Communications Group, Inc., 12.875% Nts., 2/15/10(8)(9)                  350,000           73,500
- ------------------------------------------------------------------------------------------------------------
Ntelos, Inc., 13% Sr. Nts., 8/15/10(1)                                              450,000          326,250
- ------------------------------------------------------------------------------------------------------------
OpTel, Inc., 13% Sr. Nts., Series B, 2/15/05(1)(8)(9)                               100,000           45,500
- ------------------------------------------------------------------------------------------------------------
PSINet, Inc.:
10.50% Sr. Unsec. Nts., 12/1/06(1)(8)(9)(EUR)                                       100,000            6,233
11% Sr. Nts., 8/1/09(8)                                                             300,000           24,000
- ------------------------------------------------------------------------------------------------------------
RCN Corp., 10.125% Sr. Unsec. Nts., 1/15/10                                         357,000          149,940
- ------------------------------------------------------------------------------------------------------------
Rhythms NetConnections, Inc., 14% Sr. Unsec. Nts., Series B, 2/15/10(8)             500,000           42,500
- ------------------------------------------------------------------------------------------------------------
Shaw Communications, Inc., 8.54% Debs., 9/30/27(CAD)                                340,000          202,790
- ------------------------------------------------------------------------------------------------------------
Tele1 Europe BV, 11.875% Sr. Nts., 12/1/09(EUR)                                     500,000          149,142
- ------------------------------------------------------------------------------------------------------------
Teligent, Inc., 11.50% Sr. Nts., 12/1/07(1)(8)(9)                                   500,000            2,500
- ------------------------------------------------------------------------------------------------------------
Time Warner Telecom LLC/Time Warner Telecom, Inc., 9.75% Sr. Nts., 7/15/08          100,000           80,750
- ------------------------------------------------------------------------------------------------------------
Time Warner Telecom, Inc., 10.125% Sr. Unsec. Sub. Nts., 2/1/11                     600,000          484,500
- ------------------------------------------------------------------------------------------------------------
Triton PCS, Inc., 8.75% Sr. Sub. Nts., 11/15/11(3)                                  500,000          502,500
- ------------------------------------------------------------------------------------------------------------
Viatel, Inc., 11.25% Sr. Sec. Nts., 4/15/08(1)(8)                                   500,000            1,875
- ------------------------------------------------------------------------------------------------------------
Williams Communications Group, Inc.:
10.875% Sr. Unsec. Nts., 10/1/09                                                    300,000          124,500
11.875% Sr. Unsec. Nts., 8/1/10                                                     300,000          124,500
- ------------------------------------------------------------------------------------------------------------
Winstar Communications, Inc., 12.75% Sr. Nts., 4/15/10(1)(8)(9)                     250,000              938
- ------------------------------------------------------------------------------------------------------------
XO Communications, Inc.:
0%/12.25% Sr. Unsec. Disc. Nts., 6/1/09(8)(12)                                      400,000           34,000
9% Sr. Unsec. Nts., 3/15/08(8)                                                      250,000           31,250
9.625% Sr. Nts., 10/1/07(8)                                                         200,000           25,000
10.75% Sr. Unsec. Nts., 11/15/08(8)                                                 300,000           37,500
                                                                                                 -----------
                                                                                                   6,592,243
- ------------------------------------------------------------------------------------------------------------
Media/Entertainment: Wireless Communications--4.1%
Alamosa Delaware, Inc., 12.50% Sr. Unsec. Nts., 2/1/11                              400,000          410,000
- ------------------------------------------------------------------------------------------------------------
American Cellular Corp., 9.50% Sr. Sub. Nts., 10/15/09                              850,000          828,750
- ------------------------------------------------------------------------------------------------------------
American Tower Corp., 9.375% Sr. Nts., 2/1/09                                     1,000,000          810,000
- ------------------------------------------------------------------------------------------------------------
CellNet Data Systems, Inc., 0%/14% Sr. Unsec. Disc. Nts., 10/1/07(1)(8)(12)         400,000              500
- ------------------------------------------------------------------------------------------------------------
Crown Castle International Corp.:
0%/10.375% Sr. Disc. Nts., 5/15/11(12)                                              500,000          312,500
0%/10.625% Sr. Unsec. Disc. Nts., 11/15/07(12)                                      500,000          422,500
9.375% Sr. Nts., 8/1/11                                                             400,000          369,000
- ------------------------------------------------------------------------------------------------------------
Horizon PCS, Inc., 0%/14% Sr. Unsec. Sub. Nts., 10/1/10(12)                       1,000,000          520,000
- ------------------------------------------------------------------------------------------------------------
IPCS, Inc., 0%/14% Sr. Unsec. Disc. Nts., 7/15/10(12)                               300,000          199,500
- ------------------------------------------------------------------------------------------------------------
Leap Wireless International, Inc., 12.50% Sr. Nts., 4/15/10                         275,000          210,375
- ------------------------------------------------------------------------------------------------------------
Loral Space & Communications Ltd., 9.50% Sr. Nts., 1/15/06                          300,000          166,500
- ------------------------------------------------------------------------------------------------------------
Microcell Telecommunications, Inc.:
0%/11.125% Sr. Disc. Nts., Series B, 10/15/07(1)(12)(CAD)                           300,000          115,110
14% Sr. Disc. Nts., Series B, 6/1/06                                                300,000          257,250
- ------------------------------------------------------------------------------------------------------------
Millicom International Cellular SA, 13.50% Sr. Disc. Nts., 6/1/06                   410,000          272,650


                    Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                             Principal       Market Value
                                                                             Amount          See Note 1
- ---------------------------------------------------------------------------------------------------------

Media/Entertainment: Wireless Communications (continued)
Nextel Communications, Inc.:
0%/9.95% Sr. Disc. Nts., 2/15/08(12)                                         $  245,000       $   169,050
0%/10.65% Sr. Disc. Nts., 9/15/07(12)                                           750,000           575,625
9.375% Sr. Unsec. Nts., 11/15/09                                                800,000           634,000
- ---------------------------------------------------------------------------------------------------------
Nextel Partners, Inc., 11% Sr. Unsec. Nts., 3/15/10                             250,000           203,125
- ---------------------------------------------------------------------------------------------------------
Omnipoint Corp., 11.50% Sr. Nts., 9/15/09(3)                                    735,000           852,600
- ---------------------------------------------------------------------------------------------------------
ORBCOMM Global LP/ORBCOMM Capital Corp., 14% Sr. Nts., 8/15/04(1)(8)(9)         200,000             7,000
- ---------------------------------------------------------------------------------------------------------
Orion Network Systems, Inc., 0%/12.50% Sr. Disc. Nts., 1/15/07(12)              675,000           330,750
- ---------------------------------------------------------------------------------------------------------
Pinnacle Holdings, Inc., 0%/10% Sr. Unsec. Disc. Nts., 3/15/08(12)              600,000           150,000
- ---------------------------------------------------------------------------------------------------------
Price Communications Wireless, Inc.:
9.125% Sr. Sec. Nts., Series B, 12/15/06(1)                                     250,000           266,250
11.75% Sr. Sub. Nts., 7/15/07                                                   275,000           301,125
- ---------------------------------------------------------------------------------------------------------
Real Time Data Co., 13% Disc. Nts., 5/31/09(1)(13)                              142,981           147,489
- ---------------------------------------------------------------------------------------------------------
Rural Cellular Corp., 9.625% Sr. Sub. Nts., Series B, 5/15/08                   300,000           310,500
- ---------------------------------------------------------------------------------------------------------
SBA Communications Corp.:
0%/12% Sr. Unsec. Disc. Nts., 3/1/08(12)                                      1,200,000           906,000
10.25% Sr. Unsec. Nts., 2/1/09                                                  400,000           344,000
- ---------------------------------------------------------------------------------------------------------
Spectrasite Holdings, Inc.:
0%/12% Sr. Disc. Nts., 7/15/08(12)                                              500,000           157,500
0%/12.875% Sr. Unsec. Disc. Nts., Series B, 3/15/10(12)                         300,000            70,500
- ---------------------------------------------------------------------------------------------------------
TeleCorp PCS, Inc.:
0%/11.625% Sr. Unsec. Sub. Disc. Nts., 4/15/09(12)                              500,000           437,500
10.625% Sr. Unsec. Sub. Nts., 7/15/10                                           400,000           466,000
- ---------------------------------------------------------------------------------------------------------
Tritel PCS, Inc.:
0%/12.75% Sr. Unsec. Sub. Disc. Nts., 5/15/09(12)                               350,000           299,250
10.375% Sr. Sub. Nts., 1/15/11                                                  400,000           460,000
- ---------------------------------------------------------------------------------------------------------
Triton PCS, Inc.:
0%/11% Sr. Unsec. Sub. Disc. Nts., 5/1/08(12)                                   400,000           364,000
9.375% Sr. Unsec. Sub. Nts., 2/1/11                                             300,000           312,000
- ---------------------------------------------------------------------------------------------------------
US Unwired, Inc., 0%/13.375% Sr. Unsec. Sub. Disc. Nts., Series B, 11/1/09(12)  900,000           639,000
- ---------------------------------------------------------------------------------------------------------
VoiceStream Wireless Corp., 10.375% Sr. Unsec. Nts., 11/15/09                   964,000         1,098,960
                                                                                              -----------
                                                                                               14,396,859
- ---------------------------------------------------------------------------------------------------------
Metals/Minerals--1.1%
AK Steel Corp., 7.875% Sr. Unsec. Nts., 2/15/09                                 500,000           492,500
- ---------------------------------------------------------------------------------------------------------
Better Minerals & Aggregates Co., 13% Sr. Unsec. Sub. Nts., 9/15/09             100,000            84,000
- ---------------------------------------------------------------------------------------------------------
California Steel Industries Corp., 8.50% Sr. Unsec. Nts., Series B, 4/1/09      200,000           197,000
- ---------------------------------------------------------------------------------------------------------
Centaur Mining & Exploration Ltd., 11% Sr. Nts., 12/1/07(1)(8)(9)               100,000             5,500
- ---------------------------------------------------------------------------------------------------------
Century Aluminum Co., 11.75% Sr. Sec. Nts., 4/15/08                             500,000           520,000
- ---------------------------------------------------------------------------------------------------------
Great Lakes Carbon Corp., 10.25% Sr. Sub. Nts., Series B, 5/15/08               529,375           320,272
- ---------------------------------------------------------------------------------------------------------
Kaiser Aluminum & Chemical Corp., 12.75% Sr. Sub. Nts., 2/1/03(8)             1,000,000           735,000
- ---------------------------------------------------------------------------------------------------------
Metallurg Holdings, Inc., 0%/12.75% Sr. Disc. Nts., 7/15/08(1)(12)              300,000           115,500
- ---------------------------------------------------------------------------------------------------------
Metallurg, Inc., 11% Sr. Nts., 12/1/07                                          500,000           432,500
- ---------------------------------------------------------------------------------------------------------
National Steel Corp., 9.875% First Mtg. Bonds, Series D, 3/1/09                 800,000           284,000
- ---------------------------------------------------------------------------------------------------------
United States Steel LLC, 10.75% Sr. Nts., 8/1/08                                700,000           672,000
                                                                                              -----------
                                                                                                3,858,272


                      Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                               Principal       Market Value
                                                                               Amount          See Note 1
- -----------------------------------------------------------------------------------------------------------

Retail--1.0%
Amazon. com, Inc., 0%/10% Sr. Unsec. Disc. Nts., 5/1/08(12)                    $  900,000        $  670,500
- -----------------------------------------------------------------------------------------------------------
AutoNation, Inc., 9% Bonds, 8/1/08(3)                                             500,000           511,250
- -----------------------------------------------------------------------------------------------------------
Collins & Aikman Corp., 10.75% Sr. Nts., 12/31/11(3)                              400,000           403,000
- -----------------------------------------------------------------------------------------------------------
CSK Auto, Inc., 12% Sr. Nts., 6/15/06(3)                                          400,000           405,000
- -----------------------------------------------------------------------------------------------------------
Eye Care Centers of America, Inc., 9.125% Sr. Unsec. Sub. Nts., 5/1/08(1)         200,000            95,250
- -----------------------------------------------------------------------------------------------------------
Finlay Enterprises, Inc., 9% Debs., 5/1/08                                        100,000            89,500
- -----------------------------------------------------------------------------------------------------------
Finlay Fine Jewelry Corp., 8.375% Sr. Nts., 5/1/08(1)                             100,000            90,000
- -----------------------------------------------------------------------------------------------------------
Ingram Micro, Inc., 9.875% Sr. Unsec. Sub. Nts., 8/15/08(1)                       700,000           712,250
- -----------------------------------------------------------------------------------------------------------
Petco Animal Supplies, Inc., 10.75% Sr. Sub. Nts., 11/1/11(3)                     200,000           205,000
- -----------------------------------------------------------------------------------------------------------
Saks, Inc., 9.875% Nts., 10/1/11(3)                                               400,000           376,000
                                                                                                 ----------
                                                                                                  3,557,750
- -----------------------------------------------------------------------------------------------------------
Service--2.5%
Allied Waste North America, Inc.:
8.50% Sr. Nts., 12/1/08(3)                                                        900,000           913,500
8.875% Sr. Nts., Series B, 4/1/08                                                 800,000           828,000
10% Sr. Unsec. Sub. Nts., Series B, 8/1/09                                      1,700,000         1,759,500
- -----------------------------------------------------------------------------------------------------------
American Plumbing & Mechanical, Inc., 11.625% Sr. Sub. Nts.,
Series B, 10/15/08                                                                425,000           401,625
- -----------------------------------------------------------------------------------------------------------
AP Holdings, Inc., 0%/11.25% Sr. Disc. Nts., 3/15/08(1)(12)                        50,000             3,750
- -----------------------------------------------------------------------------------------------------------
Apcoa, Inc., 9.25% Sr. Unsec. Sub. Nts., 3/15/08(1)                               100,000            38,500
- -----------------------------------------------------------------------------------------------------------
Brand Scaffold Service, Inc., 10.25% Sr. Unsec. Nts., 2/15/08                     300,000           283,500
- -----------------------------------------------------------------------------------------------------------
Budget Group, Inc., 9.125% Sr. Unsec. Nts., 4/1/06(1)                             700,000           171,500
- -----------------------------------------------------------------------------------------------------------
Dyncorp, Inc., 9.50% Sr. Sub. Nts., 3/1/07                                        350,000           358,750
- -----------------------------------------------------------------------------------------------------------
Great Lakes Dredge & Dock Corp., 11.25% Sr. Unsec. Sub. Nts., 8/15/08             500,000           513,125
- -----------------------------------------------------------------------------------------------------------
Integrated Electrical Services, Inc., 9.375% Sr. Sub. Nts., Series C, 2/1/09      700,000           623,000
- -----------------------------------------------------------------------------------------------------------
IT Group, Inc., 11.25% Sr. Unsec. Sub. Nts., Series B, 4/1/09(1)(8)               400,000            74,000
- -----------------------------------------------------------------------------------------------------------
Kindercare Learning Centers, Inc., 9.50% Sr. Sub. Nts., 2/15/09                   500,000           480,000
- -----------------------------------------------------------------------------------------------------------
Petroleos Mexicanos, 9.375% Sr. Unsec. Bonds, 12/2/08                             585,000           633,263
- -----------------------------------------------------------------------------------------------------------
Protection One, Inc./Protection One Alarm Monitoring, Inc.,
7.375% Sr. Unsec. Nts., 8/15/05                                                   400,000           330,000
- -----------------------------------------------------------------------------------------------------------
Safety-Kleen Corp., 9.25% Sr. Unsec. Nts., 5/15/09(1)(8)(9)                       400,000                40
- -----------------------------------------------------------------------------------------------------------
United Rentals (North America), Inc., 10.75% Sr. Unsec. Nts., 4/15/08             600,000           648,000
- -----------------------------------------------------------------------------------------------------------
United Rentals, Inc., 9.25% Sr. Unsec. Sub. Nts., Series B, 1/15/09               250,000           248,750
- -----------------------------------------------------------------------------------------------------------
URS Corp., 12.25% Sr. Sub. Nts., Series B, 5/1/09                                 500,000           514,375
                                                                                                 ----------
                                                                                                  8,823,178
- -----------------------------------------------------------------------------------------------------------
Transportation--0.8%
America West Airlines, Inc., 10.75% Sr. Nts., 9/1/05                              450,000           200,250
- -----------------------------------------------------------------------------------------------------------
Amtran, Inc.:
9.625% Nts., 12/15/05                                                             100,000            70,250
10.50% Sr. Nts., 8/1/04                                                           700,000           561,750


                    Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                    Principal      Market Value
                                                                                    Amount         See Note 1
- ---------------------------------------------------------------------------------------------------------------

Transportation (continued)
Atlas Air, Inc.:
9.25% Sr. Nts., 4/15/08                                                             $100,000       $     82,500
9.375% Sr. Unsec. Nts., 11/15/06                                                     300,000            250,500
- ---------------------------------------------------------------------------------------------------------------
Delco Remy International, Inc., 11% Sr. Unsec. Sub. Nts., 5/1/09                     300,000            307,500
- ---------------------------------------------------------------------------------------------------------------
Dura Operating Corp.:
9% Sr. Sub. Nts., Series B, 5/1/09(EUR)                                              400,000            324,106
9% Sr. Unsec. Sub. Nts., Series D, 5/1/09                                            500,000            472,500
- ---------------------------------------------------------------------------------------------------------------
Hayes Lemmerz International, Inc., 11.875% Sr. Nts., 6/15/06(3)(8)(9)                600,000            288,000
- ---------------------------------------------------------------------------------------------------------------
Hayes Wheels International, Inc., 9.125% Sr. Unsec. Sub. Nts., Series B,
7/15/07(8)                                                                           250,000             12,500
- ---------------------------------------------------------------------------------------------------------------
Millenium Seacarriers, Inc., Units (each unit consists of $1,000
principal amount of 11.725% first priority ship mtg. sr. sec. nts.,
7/15/05 and one warrant to purchase five shares of common stock)(1)(2)(8)(14)        250,000            147,500
- ---------------------------------------------------------------------------------------------------------------
Navigator Gas Transport plc, 10.50% First Priority Ship Mtg. Nts., 6/30/07(3)        175,000             86,844
                                                                                                   ------------
                                                                                                      2,804,200
- ---------------------------------------------------------------------------------------------------------------
Utility--1.1%
AES Corp. (The):
8.75% Sr. Unsec. Unsub. Nts., 6/15/08                                                500,000            442,500
8.875% Sr. Unsec. Nts., 2/15/11                                                      500,000            442,500
- ---------------------------------------------------------------------------------------------------------------
AES Drax Holdings Ltd., 10.41% Sr. Sec. Sub. Nts., Series B, 12/31/20                600,000            538,500
- ---------------------------------------------------------------------------------------------------------------
Azurix Corp.:
10.75% Sr. Unsec. Nts., Series B, 2/15/10                                            200,000            141,000
10.375% Sr. Unsec. Nts., Series B, 2/15/07                                           200,000            141,000
- ---------------------------------------------------------------------------------------------------------------
Caithness Coso Funding Corp., 9.05% Sr. Sec. Nts., Series B, 12/15/09(1)             400,000            410,000
- ---------------------------------------------------------------------------------------------------------------
Calpine Corp., 8.50% Sr. Unsec. Nts., 2/15/11                                        600,000            546,811
- ---------------------------------------------------------------------------------------------------------------
Central Termica Guemes SA, Unsec. Unsub. Bonds, 2.50%, 9/26/10(1)(2)                  90,000              6,300
- ---------------------------------------------------------------------------------------------------------------
CMS Energy Corp.:
8.50% Sr. Nts., 4/15/11                                                              500,000            500,462
9.875% Sr. Unsec. Nts., 10/15/07                                                     500,000            531,094
- ---------------------------------------------------------------------------------------------------------------
Funding Corp./Beaver Valley Funding Corp., 9% Second Lease Obligation Bonds,
6/1/17                                                                               199,000            218,043
                                                                                                   ------------
                                                                                                      3,918,210
                                                                                                   ------------
Total Corporate Bonds and Notes (Cost $152,827,153)                                                 128,530,276

                                                                                     Shares
===============================================================================================================
Preferred Stocks--1.1%
- ---------------------------------------------------------------------------------------------------------------
AmeriKing, Inc., 13% Cum. Sr. Exchangeable, Non-Vtg.(1)(13)                            3,865                 39
- ---------------------------------------------------------------------------------------------------------------
BankUnited Capital Trust, 10.25% Capital Securities, 12/31/26(1)                     100,000             94,250
- ---------------------------------------------------------------------------------------------------------------
CRIIMI MAE, Inc., 10.875% Cum. Cv., Series B, Non-Vtg.                                46,000            625,600
- ---------------------------------------------------------------------------------------------------------------
Crown American Realty Trust,11% Cum., Series A, Non-Vtg.                               2,000            103,400
- ---------------------------------------------------------------------------------------------------------------
Doane Pet Care Co., 14.25% Jr. Sub. Debs., Non-Vtg.(1)(9)                              5,000            151,250
- ---------------------------------------------------------------------------------------------------------------
Dobson Communications Corp.:
12.25% Sr. Exchangeable, Non-Vtg.(13)                                                    614            563,345
13% Sr. Exchangeable, Non-Vtg.(13)                                                       413            414,032


                      Oppenheimer Strategic Bond Fund/VA                     21


Statement of Investments  (Continued)

                                                                                               Market Value
                                                                                    Shares     See Note 1
===========================================================================================================

Preferred Stocks (continued)
- -----------------------------------------------------------------------------------------------------------
e.spire Communications, Inc., 12.75% Jr. Redeemable, Non-Vtg.(1)(13)                    216      $       22
- -----------------------------------------------------------------------------------------------------------
Eagle-Picher Holdings, Inc., 11.75% Cum. Exchangeable, Series B, Non-Vtg.(1)(9)       5,000          51,250
- -----------------------------------------------------------------------------------------------------------
Earthwatch, Inc., 12% Cv. Sr., Series C, Non-Vtg.(1)                                  5,427           1,357
- -----------------------------------------------------------------------------------------------------------
Fidelity Federal Bank, l2% Non-Cum. Exchangeable, Series A, Non-Vtg.(1)                  20             505
- -----------------------------------------------------------------------------------------------------------
ICG Holdings, Inc., 14.25% Exchangeable, Non-Vtg.(1)(9)(13)                             151               2
- -----------------------------------------------------------------------------------------------------------
Nebco Evans Holdings, Inc., 11.25% Sr. Redeemable Exchangeable, Non-Vtg.(1)(9)(13)    6,061             758
- -----------------------------------------------------------------------------------------------------------
Nextel Communications, Inc., 11.125% Exchangeable, Series E, Non-Vtg.(13)               146          73,365
- -----------------------------------------------------------------------------------------------------------
Paxson Communications Corp., 13.25% Cum. Jr. Exchangeable, Non-Vtg.(1)(13)               29         247,225
- -----------------------------------------------------------------------------------------------------------
Premcor USA, Inc., 11.50% Cum. Sr., Non-Vtg.(1)(13)                                      74          37,185
- -----------------------------------------------------------------------------------------------------------
PRIMEDIA, Inc.:
8.625% Exchangeable, Series H, Non-Vtg.                                              10,000         462,500
9.20% Exchangeable, Series F, Non-Vtg.(1)                                             1,000          46,250
- -----------------------------------------------------------------------------------------------------------
Rural Cellular Corp., 11.375% Cum. Sr., Series B, Non-Vtg.(13)                          597         508,942
- -----------------------------------------------------------------------------------------------------------
Sovereign Real Estate Investment Trust,12% Non-Cum., Series A(1)                      4,600         456,550
- -----------------------------------------------------------------------------------------------------------
WorldCom, Inc., 7% Cum. Cv., Series E                                                 2,100          45,937
                                                                                                 ----------
Total Preferred Stocks (Cost $7,026,158)                                                          3,883,764
===========================================================================================================
Common Stocks--0.1%
- -----------------------------------------------------------------------------------------------------------
Adelphia Business Solutions, Inc.(9)                                                    363             210
- -----------------------------------------------------------------------------------------------------------
Aurora Foods, Inc.(1)(9)                                                              5,313          13,415
- -----------------------------------------------------------------------------------------------------------
Celcaribe SA(1)(9)                                                                   24,390          39,634
- -----------------------------------------------------------------------------------------------------------
Chesapeake Energy Corp.(1)(9)                                                        20,099         126,212
- -----------------------------------------------------------------------------------------------------------
Contour Energy Co.(9)                                                                 5,400           4,995
- -----------------------------------------------------------------------------------------------------------
CRIIMI MAE, Inc.(9)                                                                  53,898         217,209
- -----------------------------------------------------------------------------------------------------------
Focal Communications Corp.(9)                                                       153,706          93,761
- -----------------------------------------------------------------------------------------------------------
Geotek Communications, Inc.(1)(9)                                                        90              --
- -----------------------------------------------------------------------------------------------------------
Geotek Communications, Inc., Series B (Escrowed)(1)(9)                                  210              --
- -----------------------------------------------------------------------------------------------------------
ICO Global Communication Holdings Ltd.(9)                                             6,016          12,032
- -----------------------------------------------------------------------------------------------------------
OpTel, Inc., Non-Vtg.(1)(9)                                                             210               2
- -----------------------------------------------------------------------------------------------------------
Premier Holdings Ltd.(1)(9)                                                          18,514              --
- -----------------------------------------------------------------------------------------------------------
Southern Pacific Funding Corp., Liquidating Trust(1)(9)                              83,868              --
- -----------------------------------------------------------------------------------------------------------
Star Gas Partners LP                                                                    187           3,817
- -----------------------------------------------------------------------------------------------------------
Wilshire Financial Services Group, Inc.(9)                                            6,273          12,860
- -----------------------------------------------------------------------------------------------------------
WorldCom, Inc./MCI Group                                                                  8             101
- -----------------------------------------------------------------------------------------------------------
WorldCom, Inc./WorldCom Group(9)                                                        206           2,900
- -----------------------------------------------------------------------------------------------------------
WRC Media Corp.(1)(9)                                                                 1,082              11
                                                                                                 ----------
Total Common Stocks (Cost $750,903)                                                                 527,159


                    Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                                          Market Value
                                                                            Units         See Note 1
======================================================================================================

Rights, Warrants and Certificates--0.5%
- ------------------------------------------------------------------------------------------------------
ASAT Finance LLC Wts., Exp.11/1/06(1)(9)                                        250         $      500
- ------------------------------------------------------------------------------------------------------
Charles River Laboratories International, Inc. Wts., Exp.10/1/09(1)(9)          350              7,000
- ------------------------------------------------------------------------------------------------------
Chesapeake Energy Corp. Wts.:
Exp.1/23/03(1)(9)                                                             1,668                 --
Exp.1/23/03(1)(9)                                                               953                 --
Exp.5/1/05(1)(9)                                                              2,181                 --
Exp.9/1/04(1)(9)                                                              2,800                 --
- ------------------------------------------------------------------------------------------------------
COLO. com, Inc. Wts., Exp.3/15/10(1)(9)                                         400                  4
- ------------------------------------------------------------------------------------------------------
Comunicacion Celular SA Wts., Exp.11/15/03(1)(9)                                200                  4
- ------------------------------------------------------------------------------------------------------
Concentric Network Corp. Wts., Exp.12/15/07(1)(9)                               100                  1
- ------------------------------------------------------------------------------------------------------
Covergent Communications, Inc. Wts., Exp.4/1/08(1)(9)                           400                150
- ------------------------------------------------------------------------------------------------------
Equinix, Inc. Wts., Exp.12/1/07(1)(9)                                           200              4,025
- ------------------------------------------------------------------------------------------------------
Focal Communications Corp. Wts., Exp.12/14/07(9)                             24,198                 --
- ------------------------------------------------------------------------------------------------------
Geotek Communications, Inc. Wts., Exp.7/15/05(1)(9)                           7,500                 --
- ------------------------------------------------------------------------------------------------------
Golden State Bancorp, Inc. Litigation Wts.(9)                                 2,404              2,837
- ------------------------------------------------------------------------------------------------------
HF Holdings, Inc. Wts., Exp.9/27/09(1)(9)                                       530                 53
- ------------------------------------------------------------------------------------------------------
Horizon PCS, Inc. Wts., Exp.10/1/10(1)(9)                                     1,000             40,125
- ------------------------------------------------------------------------------------------------------
ICG Communications, Inc. Wts., Exp.9/15/05(1)(9)                                825                  8
- ------------------------------------------------------------------------------------------------------
ICO Global Communication Holdings Ltd. Wts.:
Exp.5/16/06(1)(9)                                                             1,509                 45
Exp.5/16/06(9)                                                                    2                 --
- ------------------------------------------------------------------------------------------------------
Imperial Credit Industries, Inc. Wts., Exp.1/31/08(1)(9)                      2,135                 --
- ------------------------------------------------------------------------------------------------------
In-Flight Phone Corp. Wts., Exp.8/31/02(1)(9)                                   200                 --
- ------------------------------------------------------------------------------------------------------
Insilco Corp. Wts., Exp.8/15/07(1)(9)                                           270                  3
- ------------------------------------------------------------------------------------------------------
International Utility Structures, Inc. Wts., Exp.2/1/03(1)(9)                    50                 --
- ------------------------------------------------------------------------------------------------------
IPCS, Inc. Wts., Exp.6/15/10(1)(9)                                              300              7,538
- ------------------------------------------------------------------------------------------------------
KMC Telecom Holdings, Inc. Wts., Exp.4/15/08(1)(9)                              725                 36
- ------------------------------------------------------------------------------------------------------
Leap Wireless International, Inc. Wts., Exp.4/15/10(1)(9)                       275             11,034
- ------------------------------------------------------------------------------------------------------
Long Distance International, Inc. Wts., Exp.4/13/08(1)(9)                       200                 --
- ------------------------------------------------------------------------------------------------------
Loral Space & Communications Ltd. Wts., Exp.1/15/07(1)(9)                       150                  2
- ------------------------------------------------------------------------------------------------------
Mexico Value Rts., Exp.6/30/03(9)                                            20,071                  5
- ------------------------------------------------------------------------------------------------------
Microcell Telecommunications, Inc. Wts., Exp.6/1/06(3)(9)                       600              3,115
- ------------------------------------------------------------------------------------------------------
Millenium Seacarriers, Inc. Wts., Exp.7/15/05(1)(9)                             250                  3
- ------------------------------------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co. Wts., Exp.6/5/03(9)                        163,560          1,618,819
- ------------------------------------------------------------------------------------------------------
Ntelos, Inc. Wts., Exp.8/15/10(1)(9)                                            450              2,306
- ------------------------------------------------------------------------------------------------------
Occidente y Caribe Celular SA Wts., Exp.3/15/04(1)(9)                           800              8,000
- ------------------------------------------------------------------------------------------------------
Pathmark Stores, Inc. Wts., Exp.9/19/10(9)                                    5,710             51,961
- ------------------------------------------------------------------------------------------------------
PLD Telekom, Inc. Wts., Exp.6/1/06
(cv. into Metromedia International Group, Inc.)(1)(9)                           300                  3
- ------------------------------------------------------------------------------------------------------
PLD Telekom, Inc.,14% Sr. Disc. Nts. Wts., Exp.3/31/03
(cv. into Metromedia International Group, Inc.)(1)(9)                           300                  3
- ------------------------------------------------------------------------------------------------------
Real Time Data Co. Wts., Exp.5/31/04(1)(9)                                   36,431                364
- ------------------------------------------------------------------------------------------------------
Republic Technologies International LLC Wts., Exp.7/15/09(1)(9)                 200                  2
- ------------------------------------------------------------------------------------------------------
Telus Corp. Wts., Exp.9/15/05(1)(9)                                             269              2,642
- ------------------------------------------------------------------------------------------------------
Verado Holdings, Inc., Cl. B Wts., Exp.4/15/08(1)(9)                            175                 88
                                                                                            ----------
Total Rights, Warrants and Certificates (Cost $1,661,802)                                    1,760,676


                      Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

                                                                          Principal        Market Value
                                                                          Amount           See Note 1
=========================================================================================================

Structured Notes--1.6%
- ---------------------------------------------------------------------------------------------------------
Credit Suisse First Boston Corp. (New York Branch),
Russian Obligatzii Federal'nogo Zaima Linked Nts.:
Series 27005, 14.841%, 10/9/02(1)(2)(RUR)                                   9,307,830        $    291,886
Series 27005, 14.841%, 10/9/02(1)(2)(RUR)                                     277,180               8,692
Series 27006, 14.841%, 1/22/03(1)(2)(RUR)                                   5,003,930             154,852
Series 27006, 14.841%, 1/22/03(1)(2)(RUR)                                     277,180               8,578
Series 27007, 14.841%, 2/5/03(1)(2)(RUR)                                    7,647,050             235,317
Series 27007, 14.841%, 2/5/03(1)(2)(RUR)                                      277,180               8,529
Series 27008, 14.841%, 5/21/03(1)(2)(RUR)                                   3,315,240             101,343
Series 27008, 14.841%, 5/21/03(1)(2)(RUR)                                     277,180               8,473
Series 27009, 14.841%, 6/4/03(1)(2)(RUR)                                    3,783,430             115,718
Series 27009, 14.841%, 6/4/03(1)(2)(RUR)                                      277,180               8,478
Series 27009, 14.841%, 6/4/03(1)(2)(RUR)                                    2,561,555              78,346
Series 27010, 14.841%, 9/17/03(1)(2)(RUR)                                   2,047,150              62,190
Series 27010, 14.841%, 9/17/03(1)(2)(RUR)                                     277,180               8,420
Series 27011, 14.841%, 10/8/03(1)(2)(RUR)                                   3,646,190             109,236
Series 27011, 14.841%, 10/8/03(1)(2)(RUR)                                     277,180               8,304
Series 28001, 14.841%, 1/21/04(1)(2)(RUR)                                     277,180               8,130
- ---------------------------------------------------------------------------------------------------------
Deutsche Bank AG, Brazilian Real Linked Nts., 1.75%, 10/1/02                  885,000             890,237
- ---------------------------------------------------------------------------------------------------------
Deutsche Bank AG, Korean Won, Thai Baht,
Philippines Peso & Japanese Yen Linked Nts., 8.014%, 6/20/02                1,545,000           1,572,656
- ---------------------------------------------------------------------------------------------------------
ING Barings LLC, Zero Coupon Russian Equity Linked Nts., 4/19/02(9)             3,600             283,392
- ---------------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc., Redwood Capital I, Ltd.,
Catastrophe Linked Nts., 6.903%, 1/1/03(1)(2)                                 400,000             400,000
- ---------------------------------------------------------------------------------------------------------
Russia (Government of) Federal Loan Obligatzii Federal'nogo Zaima Bonds,
Series 27010, 14.841%, 9/17/03(1)(2)(RUR)                                   3,590,420             109,073
- ---------------------------------------------------------------------------------------------------------
UBS AG Australian Dollar Property Index Linked Nts., 7%, 7/30/02(AUD)       1,940,000           1,065,599
                                                                                             ------------
Total Structured Notes (Cost $5,355,965)                                                        5,537,449

                                                        Date    Strike    Contracts
=========================================================================================================
Options Purchased--0.0%
- ---------------------------------------------------------------------------------------------------------
Japanese Yen Call(1)(9) (Cost $78,831)                 3/8/02   125.62(JPY) 3,485,000              16,380

                                                                          Principal
                                                                          Amount
=========================================================================================================
Repurchase Agreements--7.7%
- ---------------------------------------------------------------------------------------------------------
Repurchase agreement with Banc One Capital Markets, Inc., 1.45%,
dated 12/31/01, to be repurchased at $27, 037, 178 on 1/2/02,
collateralized by U.S. Treasury Nts., 4.75%-7.875%, 2/28/02-11/15/08,
with a value of $13,113,857 and U.S. Treasury Bonds, 7.25%-11.125%,
8/15/03-5/15/16, with a value of $14,496,392 (Cost $27,035,000)           $27,035,000          27,035,000
- ---------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $472,299,660)                                 127.2%        447,462,951
- ---------------------------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets                                           (27.2)        (95,772,783)
                                                                          -----------        ------------
Net Assets                                                                      100.0%       $351,690,168
                                                                          ===========        ============


                    Oppenheimer Strategic Bond Fund/VA


Statement of Investments  (Continued)

- -------------------------------------------------------------------------------
Principal amount is reported in U.S Dollars, except for those denoted in the
following currencies:
   ARP -- Argentine Peso
   AUD -- Australian Dollar
   CAD -- Canadian Dollar
   DEM -- German Mark
   EUR -- Euro
   FRF -- French Franc
   GBP -- British Pound Sterling
   HUF -- Hungarian Forint
   JPY -- Japanese Yen
   PLZ -- Polish Zloty
   RUR -- Russian Ruble
   SEK -- Swedish Krona

1. Identifies issues considered to be illiquid or restricted-See Note 8 of
Notes to Financial Statements.
2. Represents the current interest rate for a variable or increasing rate
security.
3. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities
have been determined to be liquid under guidelines established by the Board
of Trustees. These securities amount to $20,777,860 or 5.91% of the
Fund's net assets as of December 31, 2001.
4. Interest-only Strips represent the right to receive the monthly interest
payments on an underlying pool of mortgage loans. These securities typically
decline in price as interest rates decline. Most other fixed income securities
increase in price when interest rates decline. The principal amount of the
underlying pool represents the notional amount onwhich current interest is
calculated. The price of these securities is typically more sensitive to
changes in prepayment rates than traditional mortgage-backed securities
(for example, GNMA pass-throughs). Interest rates disclosed represent
current yields based upon the current cost basis and estimated timing and
amount of future cash flows.
5. When-issued security to be delivered and settled after December 31, 2001.
6. Securities with an aggregate market value of $1,613,963 are held in
collateralized accounts to cover initial margin requirements on open futures
sales contracts. See Note 6 of Notes to Financial Statements.
7. A sufficient amount of securities has been designated to cover outstanding
foreign currency contracts. See Note 5 of Notes to Financial Statements.
8. Issuer is in default.
9. Non-income-producing security.
10. A sufficient amount of liquid assets has been designated to cover
outstanding written options, as follows:

                                                  Principal (000s)   Expiration   Exercise   Premium    Market Value
                                                  Subject to Call    Dates        Price      Received   See Note 1
- --------------------------------------------------------------------------------------------------------------------

Brazil (Federal Republic of) Debt Capitalization
Bonds, Series 20 yr., 8%, 4/15/14                      $5,474        2/13/02      7.344%     $120,420       $229,892
Russian Federation Unsec. Unsub. Nts., 10%, 6/26/07     2,395        2/13/02      9.650        39,517         69,455
Russian Federation Unsub. Bonds, 8.25%, 3/31/10         1,680        2/13/02      8.363        29,400         65,520
Russian Federation Unsub. Nts., 5%, 3/31/30             4,175        5/14/02      5.000       132,765        327,738
Turkey (Republic of) Bonds, 11.75%, 6/15/10               260        1/24/02      9.175         4,680         17,550
Turkey (Republic of) Sr. Unsec. Unsub. Nts.,
11.875%, 1/15/30                                          125        1/24/02      8.675         3,125         12,812
                                                                                             --------       --------
                                                                                             $329,907       $722,967
                                                                                             ========       ========


11. Zero coupon bond reflects the effective yield on the date of purchase.
12. Denotes a step bond: a zero coupon bond that converts to a fixed or
variable interest rate at a designated future date.
13. Interest or dividend is paid in kind.
14. Units may be comprised of several components, such as debt and equity
and/or warrants to purchase equity at some point in the future. For units
which represent debt securities, principal amount disclosed represents total
underlying principal.

See accompanying Notes to Financial Statements.

                      Oppenheimer Strategic Bond Fund/VA


Statement of Assets and Liabilities  December 31, 2001

=======================================================================================================

Assets
Investments, at value (cost $472,299,660)--see accompanying statement                      $447,462,951
- -------------------------------------------------------------------------------------------------------
Cash                                                                                            242,343
- -------------------------------------------------------------------------------------------------------
Cash-foreign currencies (cost $94,452)                                                           91,757
- -------------------------------------------------------------------------------------------------------
Unrealized appreciation on foreign currency contracts                                            21,689
- -------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold on a when-issued basis                                                      14,704,018
Interest, dividends and principal paydowns                                                    6,320,149
Shares of beneficial interest sold                                                            1,693,329
Daily variation on futures contracts                                                            161,098
Other                                                                                             4,174
                                                                                           ------------
Total assets                                                                                470,701,508
=======================================================================================================
Liabilities
Unrealized depreciation on foreign currency contracts                                           158,469
- -------------------------------------------------------------------------------------------------------
Options written, at value (premiums received $329,907)--see accompanying statement              722,967
- -------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased (including $117,472,536 purchased on a when-issued basis)             117,695,835
Shares of beneficial interest redeemed                                                          367,624
Shareholder reports                                                                              21,538
Closed foreign currency contracts                                                                11,490
Foreign currency swap                                                                               985
Trustees'compensation                                                                               535
Other                                                                                            31,897
                                                                                           ------------
Total liabilities                                                                           119,011,340
=======================================================================================================
Net Assets                                                                                 $351,690,168
                                                                                           ============
=======================================================================================================
Composition of Net Assets
Par value of shares of beneficial interest                                                 $     76,124
- -------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                  375,013,178
- -------------------------------------------------------------------------------------------------------
Undistributed (overdistributed) net investment income                                        27,951,457
- -------------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments and foreign currency transactions       (25,759,935)
- -------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments and translation of
assets and liabilities denominated in foreign currencies                                    (25,590,656)
                                                                                           ------------
Net Assets                                                                                 $351,690,168
                                                                                           ============
=======================================================================================================
Net Asset Value Per Share
Non-Service shares:
Net asset value, redemption price per share and offering price per share (based on
net assets of $351,686,185 and 76,123,339 shares of beneficial interest outstanding)              $4.62
- -------------------------------------------------------------------------------------------------------
Service shares:
Net asset value, redemption price per share and offering price per share (based on
net assets of $3,983 and 842 shares of beneficial interest outstanding)                           $4.73

See accompanying Notes to Financial Statements.


                    Oppenheimer Strategic Bond Fund/VA


Statement of Operations  For the Year Ended December 31, 2001


==============================================================================================

Investment Income
Interest                                                                          $ 30,795,454
- ----------------------------------------------------------------------------------------------
Dividends                                                                              856,175
                                                                                  ------------
Total income                                                                        31,651,629
==============================================================================================
Expenses
Management fees                                                                      2,440,218
- ----------------------------------------------------------------------------------------------
Distribution and service plan fees:
Service shares                                                                               2
- ----------------------------------------------------------------------------------------------
Shareholder reports                                                                     87,289
- ----------------------------------------------------------------------------------------------
Custodian fees and expenses                                                             51,858
- ----------------------------------------------------------------------------------------------
Trustees'compensation                                                                    8,702
- ----------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                            8,129
- ----------------------------------------------------------------------------------------------
Other                                                                                   38,831
                                                                                  ------------
Total expenses                                                                       2,635,029
Less reduction to custodian expenses                                                   (14,453)
                                                                                  ------------
Net expenses                                                                         2,620,576
==============================================================================================
Net Investment Income                                                               29,031,053
==============================================================================================
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments (including premiums on options exercised)                              (13,882,415)
Closing of futures contracts                                                          (700,413)
Closing and expiration of option contracts written                                     189,035
Foreign currency transactions                                                       (2,094,905)
                                                                                  ------------
Net realized gain (loss)                                                           (16,488,698)
- ----------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments                                                                          4,014,213
Translation of assets and liabilities denominated in foreign currencies             (1,338,290)
                                                                                  ------------
Net change                                                                           2,675,923
                                                                                  ------------
Net realized and unrealized gain (loss)                                            (13,812,775)
==============================================================================================
Net Increase in Net Assets Resulting from Operations                              $ 15,218,278
                                                                                  ============


See accompanying Notes to Financial Statements.

                      Oppenheimer Strategic Bond Fund/VA


Statements of Changes in Net Assets

                                                                           Year Ended December 31,
                                                                           2001                 2000
============================================================================================================
Operations
Net investment income (loss)                                               $ 29,031,053         $ 26,767,119
- ------------------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                    (16,488,698)          (8,600,790)
- ------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                          2,675,923          (10,560,691)
                                                                           ------------         ------------
Net increase (decrease) in net assets resulting from operations              15,218,278            7,605,638
============================================================================================================
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares                                                          (20,045,483)         (23,001,014)
Service shares                                                                       --                   --
============================================================================================================
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from
beneficial interest transactions:
Non-Service shares                                                           51,951,764           37,871,384
Service shares                                                                    3,983                   --
============================================================================================================
Net Assets
Total increase                                                               47,128,542           22,476,008
- ------------------------------------------------------------------------------------------------------------
Beginning of period                                                         304,561,626          282,085,618
                                                                           ------------         ------------
End of period [including undistributed (overdistributed) net investment
income of $27,951,457 and $(692,961), respectively]                        $351,690,168         $304,561,626
                                                                           ============         ============


See accompanying Notes to Financial Statments.

                    Oppenheimer Strategic Bond Fund/VA


Financial Highlights

                                                  Year Ended December 31,
Non-Service shares                                2001       2000        1999      1998      1997
- -----------------------------------------------------------------------------------------------------

Per Share Operating Data
Net asset value, beginning of period                 $4.69      $4.97       $5.12      $5.12    $5.09
- -----------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                  .41(1)     .41         .45        .39      .39
Net realized and unrealized gain (loss)               (.19)(1)   (.28)       (.31)      (.24)     .04

- -----------------------------------------------------------------------------------------------------
Total income (loss) from investment operations         .22        .13         .14        .15      .43
- -----------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                  (.29)      (.41)       (.29)      (.09)    (.39)
Distributions from net realized gain                    --         --          --       (.06)    (.01)
- -----------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                       (.29)      (.41)       (.29)      (.15)    (.40)
- -----------------------------------------------------------------------------------------------------
Net asset value, end of period                       $4.62      $4.69       $4.97      $5.12    $5.12
                                                     =====      =====       =====      =====    =====
=====================================================================================================
Total Return, at Net Asset Value(2)                   4.85%      2.63%       2.83%      2.90%    8.71%
=====================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)          $351,686   $304,562    $282,086   $279,200 $207,839
- -----------------------------------------------------------------------------------------------------
Average net assets (in thousands)                 $330,711   $289,923    $278,668   $250,227 $159,934
- -----------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                 8.78%(1)   9.23%       9.08%      8.17%    8.23%
Expenses                                              0.79%      0.79%       0.78%      0.80%(4) 0.83%(4)
- -----------------------------------------------------------------------------------------------------
Portfolio turnover rate                                104%       104%         81%       134%     150%


1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
         Net investment income                      $ .42
         Net realized and unrealized gain (loss)    $(.20)
         Net investment income ratio                 9.01%
2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods of less than one full year. Total return
information does not reflect expenses that apply at the separate account level
or to related insurance products. Inclusion of these charges would reduce the
total return figures for all periods shown.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

                      Oppenheimer Strategic Bond Fund/VA


Financial Highlights  (Continued)

                                              Period Ended
Service shares                                December 31, 2001(1)
==================================================================

Per Share Operating Data
Net asset value, beginning of period                         $4.64
- ------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                          .15(2)
Net realized and unrealized gain (loss)                       (.06)(2)
- ------------------------------------------------------------------
Total income (loss) from investment operations                 .09
- ------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                            --
Distributions from net realized gain                            --
- ------------------------------------------------------------------
Total dividends and/or distributions to shareholders            --
- ------------------------------------------------------------------
Net asset value, end of period                               $4.73
                                                             =====
==================================================================
Total Return, at Net Asset Value(3)                           1.94%
==================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)                        $4
- ------------------------------------------------------------------
Average net assets (in thousands)                               $2
- ------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income                                         8.17%(2)
Expenses                                                      0.92%
- ------------------------------------------------------------------
Portfolio turnover rate                                        104%


1. For the period from March 19, 2001 (inception of offering) to December 31,
2001.
2. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
      Net investment income            Change less than $0.005 per share
      Net realized and unrealized gain Change less than $0.005 per share
      Net investment income ratio                                  8.40%
3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business
day of the fiscal period. Total returns are not annualized for periods less
than one full year. Total return information does not reflect expenses that
apply at the separate account level or to related insurance products. Inclusion
of these charges would reduce the total return figures for all periods shown.
4. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

                    Oppenheimer Strategic Bond Fund/VA


Notes to Financial Statements

===============================================================================
1. Significant Accounting Policies

Oppenheimer Strategic Bond Fund/VA (the Fund) is a separate series of
Oppenheimer Variable Account Funds (the Trust), an open-end management
investment company registered under the Investment Company Act of 1940, as
amended. The Fund's investment objective is to seek a high level of current
income principally derived from interest on debt securities. The Trust's
investment advisor is OppenheimerFunds, Inc. (the Manager).
          The Fund offers two classes of shares. Both classes are sold at their
offering price, which is the net asset value per share, to separate investment
accounts of participating insurance companies as an underlying investment for
variable life insurance policies, variable annuity contracts or other
investment products. The class of shares designated as Service shares is
subject to a distribution and service plan. The following is a summary of
significant accounting policies consistently followed by the Fund.

- -------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges
or other domestic or foreign exchanges are valued based on the last sale price
of the security traded on that exchange prior to the time when the Fund's
assets are valued. In the absence of a sale, the security is valued at the last
sale price on the prior trading day, if it is within the spread of the closing
bid and asked prices, and if not, at the closing bid price. Securities
(including restricted securities) for which quotations are not readily
available are valued primarily using dealer-supplied valuations, a portfolio
pricing service authorized by the Board of Trustees, or at their fair value.
Fair value is determined in good faith under consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
- -------------------------------------------------------------------------------
Structured Notes. The Fund invests in foreign currency-linked structured notes
whose market values and redemption prices are linked to foreign currency
exchange rates. The structured notes are leveraged, which increases the
volatility of each note's market value relative to the change in the underlying
foreign currency exchange rate. Fluctuations in value of these securities are
recorded as unrealized gains and losses in the accompanying financial
statements. The Fund records a realized gain or loss when a structured note is
sold or matures. As of December 31, 2001, the market value of these securities
comprised 1.6% of the Fund's net assets and resulted in unrealized gains in the
current period of $181,484. The Fund also hedges a portion of the foreign
currency exposure generated by these securities, as discussed in Note 5.
- -------------------------------------------------------------------------------
Securities Purchased on a When-Issued Basis. Delivery and payment for securities
that have been purchased by the Fund on a when-issued basis can take place a
month or more after the trade date. Normally the settlement date occurs within
six months after the trade date; however, the Fund may, from time to time,
purchase securities whose settlement date extends beyond six months or more
beyond trade date. During this period, such securities do not earn interest,
are subject to market fluctuation and may increase or decrease in value prior
to their delivery. The Fund maintains segregated assets with a market value
equal to or greater than the amount of its purchase commitments. The purchase
of securities on a when-issued basis may increase the volatility of the Fund's
net asset value to the extent the Fund makes such purchases while remaining
substantially fully invested. As of December 31, 2001, the Fund had entered
into net outstanding when-issued commitments of $102,768,518.
          In connection with its ability to purchase securities on a
when-issued basis, the Fund may enter into forward roll transactions with
respect to mortgage-related securities. Forward roll transactions require the
sale of securities for delivery in the current month, and a simultaneous
agreement with the same counterparty to repurchase similar (same type, coupon
and maturity) but not identical securities on a specified future date. The
forward roll may not extend for a period of greater than one year. The Fund
generally records the incremental difference between the forward purchase and
sell of each forward roll as interest income.
          Risks to the Fund of entering into forward roll transactions include
the potential inability of the counterparty to meet the terms of the agreement;
the potential of the Fund to receive inferior securities to what was sold to
the counterparty at redelivery; counterparty credit risk; and the potential pay
down speed variance between the mortgage-related pools.

                      Oppenheimer Strategic Bond Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
1. Significant Accounting Policies (continued)

Security Credit Risk. The Fund invests in high yield securities, which may be
subject to a greater degree of credit risk, greater market fluctuations and
risk of loss of income and principal, and may be more sensitive to economic
conditions than lower yielding, higher rated fixed income securities. The Fund
may acquire securities in default, and is not obligated to dispose of
securities whose issuers subsequently default. As of December 31, 2001,
securities with an aggregate market value of $3,057,702, representing 0.87% of
the Fund's net assets, were in default.
- -------------------------------------------------------------------------------
Foreign Currency Translation. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the closing rates of exchange. Amounts related
to the purchase and sale of foreign securities and investment income are
translated at the rates of exchange prevailing on the respective dates of such
transactions.
          The effect of changes in foreign currency exchange rates on
investments is separately identified from the fluctuations arising from changes
in market values of securities held and reported with all other foreign
currency gains and losses in the Fund's Statement of Operations.
- -------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires its custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is
required to be at least 102% of the resale price at the time of purchase. If
the seller of the agreement defaults and the value of the collateral declines,
or if the seller enters an insolvency proceeding, realization of the value of
the collateral by the Fund may be delayed or limited.

- -------------------------------------------------------------------------------
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily
to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

- -------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers to shareholders.

As of December 31, 2001, the Fund had available for federal income tax purposes
unused capital loss carryovers as follows:
                         Expiring
                         -------------------------------

                             2006            $ 1,014,382
                             2007              5,399,072
                             2008                253,735
                             2009              9,904,928
                                             -----------
                            Total            $16,572,117
                                             ===========


As of December 31, 2001, the Fund had approximately $6,325,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized, will expire in 2010. Additionally, the Fund had approximately
$385,000 of post-October foreign currency losses which were deferred. If
unutilized by the Fund in the following fiscal year, such losses will expire.

                    Oppenheimer Strategic Bond Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
1. Significant Accounting Policies  (continued)

Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
- -------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes primarily because of paydown gains and losses and the
recognition of certain foreign currency gains (losses) as ordinary income
(loss) for tax purposes. The character of dividends and distributions made
during the fiscal year from net investment income or net realized gains may
differ from their ultimate characterization for federal income tax purposes.
Also, due to timing of dividends and distributions, the fiscal year in which
amounts are distributed may differ from the fiscal year in which the income or
realized gain was recorded by the Fund.
          The Fund adjusts the classification of distributions to shareholders
to reflect the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, during the year ended December 31, 2001, amounts have been
reclassified to reflect a decrease in paid-in capital of $1,424,384, an
increase in undistributed net investment income of $19,658,848, and an increase
in accumulated net realized loss on investments of $18,234,464. Net assets of
the Fund were unaffected by the reclassifications.
- -------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.
- -------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
- -------------------------------------------------------------------------------
Other. The Fund adopted the provisions of the AICPA Audit and Accounting Guide
for Investment Companies, as revised, effective for fiscal years beginning
after December 15, 2000. The Fund elected to begin amortizing premiums on debt
securities effective January 1, 2001. Prior to this date, the Fund did not
amortize premiums on debt securities. The cumulative effect of this accounting
change had no impact on the total net assets of the Fund, but resulted in a
$626,077 decrease to cost of securities and a corresponding $626,077 decrease
in net unrealized depreciation, based on securities held as of December 31,
2000. For the year ended December 31, 2001, interest income decreased by
$765,376, net realized loss on investments increased by $658,179, and the
change in net unrealized appreciation on investments increased by $1,423,555.
          The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

                      Oppenheimer Strategic Bond Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                               Year Ended December 31, 2001(1)         Year Ended December 31, 2000
                                               ---------------------------------       -----------------------------
                                               Shares            Amount                Shares             Amount
- --------------------------------------------------------------------------------------------------------------------

Non-Service shares
Sold                                           21,317,660        $ 98,459,684         20,188,925        $ 95,290,874
Dividends and/or distributions reinvested       4,374,282          20,045,483          4,957,115          23,001,014
Redeemed                                      (14,476,879)        (66,553,403)       (16,965,820)        (80,420,504)
                                              -----------        ------------        -----------        ------------
Net increase (decrease)                        11,215,063        $ 51,951,764          8,180,220        $ 37,871,384
                                              ===========        ============        ===========        ============

Service shares
Sold                                                1,191        $      5,626                 --        $         --
Dividends and/or distributions reinvested              --                  --                 --                  --
Redeemed                                             (349)             (1,643)                --                  --
                                              -----------        ------------        -----------        ------------
Net increase (decrease)                               842        $      3,983                 --        $         --
                                              ===========        ============        ===========        ============


1. For the year ended December 31, 2001, for Non-Service shares and for the
period from March 19, 2001 (inception of offering) to December 31, 2001, for
Service shares.

================================================================================
3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2001, were
$480,439,030 and $403,901,762, respectively.

As of December 31, 2001, unrealized appreciation (depreciation) based on cost
of securities for federal income tax purposes of $475,031,331 was:

                     Gross unrealized appreciation              $ 12,214,128
                     Gross unrealized depreciation               (39,782,508)
                                                                ------------
                     Net unrealized appreciation
                      (depreciation)                            $(27,568,380)
                                                                ============
===============================================================================
4. Fees and Other Transactions with Affiliates

Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Trust. The annual fees are 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, 0.60%
on the next $200 million and 0.50% of average annual net assets over $1
billion. The Fund's management fee for the year ended December 31, 2001, was an
annualized rate of 0.74%.
- -------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund. The
Fund pays OFS an agreed-upon per account fee. Additionally, funds offered in
variable annuity separate accounts are subject to minimum fees of $5,000 for
assets of less than $10 million and $10,000 for assets of $10 million or more.
The Fund is subject to the minimum fee in the event that the per account fee
does not equal or exceed the applicable minimum fee.
          OFS has voluntarily agreed to limit transfer and shareholder
servicing agent fees to 0.25% per annum of funds offered in variable annuity
separate accounts, effective January 1, 2001. This undertaking may be amended
or withdrawn at any time.

                    Oppenheimer Strategic Bond Fund/VA


Notes to Financial Statements  (Continued)

- -------------------------------------------------------------------------------
4. Fees and Other Transactions with Affiliates (continued)

Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service shares to pay OppenheimerFunds
Distributor, Inc., the Distributor, for distribution-related services for the
Fund's Service shares. Although the plan allows for payment to be made
quarterly at an annual rate of up to 0.25% of the average annual net assets of
Service shares of the Fund, that rate is currently reduced to 0.15%. The Board
of Trustees may increase that rate to no more than 0.25% per annum, without
notification in advance. The Distributor currently uses all of those fees to
compensate sponsor(s) of the insurance product that offers Fund shares, for
providing personal service and maintenance of accounts of their variable
contract owners that hold Service shares. The impact of the service plan is to
increase operating expenses of the Service shares, which results in lower
performance compared to the Fund's shares that are not subject to a service
fee.
===============================================================================
5. Foreign Currency Contracts

A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into
foreign currency contracts for operational purposes and to seek to protect
against adverse exchange rate fluctuations. Risks to the Fund include the
potential inability of the counterparty to meet the terms of the contract.
          The net U.S. dollar value of foreign currency underlying all
contractual commitments held by the Fund and the resulting unrealized
appreciation or depreciation are determined using foreign currency exchange
rates as provided by a reliable bank, dealer or pricing service. Unrealized
appreciation and depreciation on foreign currency contracts are reported in the
Statement of Assets and Liabilities as a receivable or payable and in the
Statement of Operations with the change in unrealized appreciation or
depreciation.
          The Fund may realize a gain or loss upon the closing or settlement
of the foreign currency transactions. Such realized gains and losses are
reported with all other foreign currency gains and losses in the Statement of
Operations.

As of December 31, 2001, the Fund had outstanding foreign currency contracts as
follows:

                                      Expiration        Contract           Valuation as of       Unrealized      Unrealized
Contract Description                  Dates             Amount (000s)      December 31, 2001     Appreciation    Depreciation
- -----------------------------------------------------------------------------------------------------------------------------

Contracts to Purchase
- ---------------------
British Pound Sterling (GBP)                  1/22/02     365  GBP        $  530,490              $14,380            $     --
                                                                                                  -------            --------
Contracts to Sell
- -----------------
British Pound Sterling (GBP)                   1/7/02   1,735  GBP         2,524,013                   --              74,714
Canadian Dollar (CAD)                         2/21/02     935  CAD           585,533                7,309                  --
Deutsche Bank AG, Philippines
Peso Linked Nts., Swap (EUR)                  12/7/06     417  USD              (985)                  --                 985
Euro (EUR)                            1/14/02-1/15/02   8,075  EUR         7,185,656                   --              83,755
                                                                                                  -------            --------
                                                                                                    7,309             159,454
                                                                                                  -------            --------
Total Unrealized Appreciation and Depreciation                                                    $21,689            $159,454
                                                                                                  =======            ========


                      Oppenheimer Strategic Bond Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
6. Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a
commodity or financial instrument at a particular price on a stipulated future
date at a negotiated price. Futures contracts are traded on a commodity
exchange. The Fund may buy and sell futures contracts that relate to broadly
based securities indices "financial futures" or debt securities "interest rate
futures" in order to gain exposure to or to seek to protect against changes in
market value of stock and bonds or interest rates. The Fund may also buy or
write put or call options on these futures contracts.
          The Fund generally sells futures contracts to hedge against increases
in interest rates and decreases in market value of portfolio securities. The
Fund may also purchase futures contracts to gain exposure to market changes as
it may be more efficient or cost effective than actually buying fixed income
securities.
          Upon entering into a futures contract, the Fund is required to
deposit either cash or securities (initial margin) in an amount equal to a
certain percentage of the contract value. Subsequent payments (variation
margin) are made or received by the Fund each day. The variation margin
payments are equal to the daily changes in the contract value and are recorded
as unrealized gains and losses. The Fund recognizes a realized gain or loss
when the contract is closed or expires.
           Securities held in collateralized accounts to cover initial margin
requirements on open futures contracts are noted in the Statement of
Investments. The Statement of Assets and Liabilities reflects a receivable
and/or payable for the daily mark to market for variation margin. Realized
gains and losses are reported on the Statement of Operations as closing and
expiration of futures contracts.
          Risks of entering into futures contracts (and related options)
include the possibility that there may be an illiquid market and that a change
in the value of the contract or option may not correlate with changes in the
value of the underlying securities.

As of December 31, 2001, the Fund had outstanding futures contracts as follows:

                                                                            Unrealized
                                Expiration  Number of  Valuation as of     Appreciation
Contract Description            Dates       Contracts  December 31, 2001   (Depreciation)
- ----------------------------------------------------------------------------------------

Contracts to Purchase
- ---------------------
Euro-Bundesobligation             3/7/02    14         $1,331,201              $ (14,327)
U.S. Long Bond                   3/19/02    69          7,005,656               (126,680)
U.S. Treasury Nts., 5 yr.        3/19/02    28          2,963,188                (19,313)
U.S. Treasury Nts., 10 yr.       3/19/02    55          5,782,734                (80,859)
                                                                               ---------
                                                                                (241,179)
                                                                               ---------
Contracts to Sell
- -----------------
United Kingdom Long Gilt         3/26/02     8          1,313,586                 18,339
                                                                               ---------
                                                                               $(222,840)
                                                                               =========

==========================================================================================


7. Option Activity
The Fund may buy and sell put and call options, or write put and covered call
options on portfolio securities in order to produce incremental earnings or
protect against changes in the value of portfolio securities.
          The Fund generally purchases put options or writes covered call
options to hedge against adverse movements in the value of portfolio
holdings. When an option is written, the Fund receives a premium and becomes
obligated to sell or purchase the underlying security at a fixed price, upon
exercise of the option.
          Options are valued daily based upon the last sale price on the
principal exchange on which the option is traded and unrealized appreciation or
depreciation is recorded. The Fund will realize a gain or loss upon the
expiration or closing of the option transaction. When an option is exercised,
the proceeds on sales for a written call option, the purchase cost for a
written put option, or the cost of the security for a purchased put or call
option is adjusted by the amount of premium received or paid.

                    Oppenheimer Strategic Bond Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
7. Option Activity (continued)

Securities designated to cover outstanding call options are noted in the
Statement of Investments where applicable. Shares subject to call, expiration
date, exercise price, premium received and market value are detailed in a note
to the Statement of Investments. Options written are reported as a liability in
the Statement of Assets and Liabilities. Realized gains and losses are reported
in the Statement of Operations.
          The risk in writing a call option is that the Fund gives up the
opportunity for profit if the market price of the security increases and the
option is exercised. The risk in writing a put option is that the Fund may
incur a loss if the market price of the security decreases and the option is
exercised. The risk in buying an option is that the Fund pays a premium whether
or not the option is exercised. The Fund also has the additional risk of not
being able to enter into a closing transaction if a liquid secondary market
does not exist.

Written option activity for the year ended December 31, 2001, was as follows:

                                 Call Options                          Put Options
                                 -------------------------------       ---------------------------------
                                 Principal (000s)/     Amount of       Principal (000s)/      Amount of
                                 Number of Contracts   Premiums        Number of Contracts    Premiums
- --------------------------------------------------------------------------------------------------------
Options outstanding as of
December 31, 2000                                275   $   8,524               872             $  41,018
Options written                            1,946,894     687,691       308,061,930               123,167
Options closed or expired                    (54,265)   (312,665)     (308,062,802)             (164,185)
Options exercised                         (1,878,795)    (53,643)               --                    --
                                          ----------   ---------      ------------             ---------

Options outstanding as of
December 31, 2001                             14,109   $ 329,907                --             $      --
                                          ==========   =========      ============             =========


================================================================================
8. Illiquid or Restricted Securities

As of December 31, 2001, investments in securities included issues that are
illiquid or restricted. Restricted securities are often purchased in private
placement transactions, are not registered under the Securities Act of 1933,
may have contractual restrictions on resale, and are valued under methods
approved by the Board of Trustees as reflecting fair value. A security may also
be considered illiquid if it lacks a readily available market or if its
valuation has not changed for a certain period of time. The Fund intends to
invest no more than 15% of its net assets (determined at the time of purchase
and reviewed periodically) in illiquid or restricted securities. Certain
restricted securities, eligible for resale to qualified institutional
investors, are not subject to that limitation. The aggregate value of illiquid
or restricted securities subject to this limitation as of December 31, 2001,
was $22,212,631, which represents 6.32% of the Fund's net assets, of which
$231,748 is considered restricted. Information concerning restricted securities
is as follows:

                                                                                    Unrealized
                                        Acquisition             Valuation as of     Appreciation
Security                                Dates          Cost     December 31, 2001  (Depreciation)
- ------------------------------------------------------------------------------------------------

Stocks and/or Warrants
- ----------------------
Aurora Foods, Inc.                     9/18/00       $     --    $ 13,415          $ 13,415
Chesapeake Energy Corp.                6/27/00        149,723     126,212           (23,511)
Geotek Communications, Inc.             4/6/00             --          --                --
Geotek Communications, Inc., Series B
(Escrowed)                              1/4/01            840          --              (840)
Real Time Data Co. Wts., Exp. 5/31/04  6/30/99            364         364                --
Currency
- --------
Russian Ruble                           8/8/01-
                                      12/19/01         94,452      91,757            (2,695)




Independent Auditors' Report
The Board of Trustees and Shareholders of Oppenheimer Aggressive Growth Fund/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Aggressive Growth Fund/VA (which is a series of Oppenheimer
Variable Account Funds), including the statement of investments, as of December
31, 2001, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for the periods indicated. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of December 31, 2001, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other auditing procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Aggressive Growth Fund/VA results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for the periods indicated, in
conformity with accounting principles generally accepted in the United States
of America.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Denver, Colorado
January 23, 2002



Statement of Investments  December 31, 2001

                                                                        Market Value
                                                   Shares               See Note 1
=====================================================================================

Common Stocks--78.9%
- -------------------------------------------------------------------------------------
Capital Goods--7.6%
- -------------------------------------------------------------------------------------
Electrical Equipment--3.0%
SPX Corp.(1)                                         350,000            $  47,915,000
- -------------------------------------------------------------------------------------
Manufacturing--4.6%
Millipore Corp.                                      250,000               15,175,000
- -------------------------------------------------------------------------------------
Tyco International Ltd.                            1,000,000               58,900,000
                                                                        -------------
                                                                           74,075,000
- -------------------------------------------------------------------------------------
Communication Services--0.3%
- -------------------------------------------------------------------------------------
Telecommunications: Long Distance--0.3%
Tellium, Inc.(1)(2)                                  666,666                4,153,329
- -------------------------------------------------------------------------------------
Consumer Cyclicals--8.0%
- -------------------------------------------------------------------------------------
Retail: General--2.9%
Kohl's Corp.(1)                                      675,000               47,547,000
- -------------------------------------------------------------------------------------
Retail: Specialty--5.1%
Bed Bath & Beyond, Inc.(1)                           500,000               16,950,000
- -------------------------------------------------------------------------------------
BJ's Wholesale Club, Inc.(1)                       1,500,000               66,150,000
                                                                        -------------
                                                                           83,100,000
- -------------------------------------------------------------------------------------
Consumer Staples--8.0%
- -------------------------------------------------------------------------------------
Broadcasting--3.7%
Charter Communications, Inc., Cl. A(1)             1,500,000               24,645,000
- -------------------------------------------------------------------------------------
Comcast Corp., Cl. A Special                       1,000,000               36,000,000
                                                                        -------------
                                                                           60,645,000
- -------------------------------------------------------------------------------------
Food & Drug Retailers--4.3%
AmerisourceBergen Corp.                            1,100,000               69,905,000
- -------------------------------------------------------------------------------------
Financial-14.0%
- -------------------------------------------------------------------------------------
Diversified Financial--10.2%
AMBAC Financial Group, Inc.                          400,000               23,144,000
- -------------------------------------------------------------------------------------
Capital One Financial Corp.                          500,000               26,975,000
- -------------------------------------------------------------------------------------
Concord EFS, Inc.(1)                               3,000,000               98,340,000
- -------------------------------------------------------------------------------------
USA Education, Inc.                                  200,000               16,804,000
                                                                        -------------
                                                                          165,263,000
- -------------------------------------------------------------------------------------
Insurance--3.8%
MBIA, Inc.                                           990,000               53,093,700
- -------------------------------------------------------------------------------------
Radian Group, Inc.                                   200,000                8,590,000
                                                                        -------------
                                                                           61,683,700
- -------------------------------------------------------------------------------------
Healthcare--29.3%
- -------------------------------------------------------------------------------------
Healthcare/Drugs--10.9%
Gilead Sciences, Inc.(1)                           1,000,000               65,720,000
- -------------------------------------------------------------------------------------
IDEC Pharmaceuticals Corp.(1)                      1,000,000               68,930,000
- -------------------------------------------------------------------------------------
King Pharmaceuticals, Inc.(1)                      1,000,000               42,130,000
                                                                        -------------
                                                                          176,780,000
- -------------------------------------------------------------------------------------


                     Oppenheimer Aggressive Growth Fund/VA


Statement of Investments  (Continued)

                                                                         Market Value
                                                       Shares            See Note 1

- ---------------------------------------------------------------------------------------
Health/Supplies & Services--18.4%
Biomet, Inc.                                           1,000,000         $   30,900,000
- ---------------------------------------------------------------------------------------
Cytyc Corp.(1)                                         2,500,000             65,250,000
- ---------------------------------------------------------------------------------------
Lincare Holdings, Inc.(1)                              3,000,000             85,950,000
- ---------------------------------------------------------------------------------------
Stryker Corp.(1)                                         900,000             52,533,000
- ---------------------------------------------------------------------------------------
Varian Medical Systems, Inc.(1)                          900,000             64,134,000
                                                                         --------------
                                                                            298,767,000
- ---------------------------------------------------------------------------------------
Technology--5.7%
- ---------------------------------------------------------------------------------------
Computer Services--1.5%
Cerner Corp.(1)                                          500,000             24,965,000
- ---------------------------------------------------------------------------------------
Computer Software--4.2%
Agile Software Corp.(1)                                2,000,000             34,440,000
- ---------------------------------------------------------------------------------------
Microsoft Corp.(1)                                       500,000             33,125,000
                                                                         --------------
                                                                             67,565,000
- ---------------------------------------------------------------------------------------
Utilities--6.0%
- ---------------------------------------------------------------------------------------
Gas Utilities--6.0%
Kinder Morgan, Inc.                                    1,750,000             97,457,500
                                                                         --------------
Total Common Stocks (Cost $1,161,163,112)                                 1,279,821,529
- ---------------------------------------------------------------------------------------
Preferred Stocks--1.1%
- ---------------------------------------------------------------------------------------
ApplianceWare Holding Corp., Cv., Series B(1)(2)(3)    1,807,580                     --
- ---------------------------------------------------------------------------------------
Axsun Technologies, Inc., Cv., Series C(1)(2)(3)       3,170,523              1,580,823
- ---------------------------------------------------------------------------------------
Blaze Network Products, Inc., 8% Cv.,
Series D(1)(2)(3)                                      1,147,862              2,162,744
- ---------------------------------------------------------------------------------------
BroadBand Office, Inc., Cv., Series C(1)(2)(3)           211,641                     --
- ---------------------------------------------------------------------------------------
Centerpoint Broadband Technologies, Inc., Cv.,
Series D(1)(2)(3)                                      1,298,701              1,223,961
- ---------------------------------------------------------------------------------------
fusionOne, Inc., 8% Non--Cum. Cv., Series D(1)(2)(3)   2,663,972              2,450,854
- ---------------------------------------------------------------------------------------
MicroPhotonix Integration Corp., Cv.,
Series C(1)(2)(3)                                        633,383              2,026,192
- ---------------------------------------------------------------------------------------
Multiplex, Inc., Cv., Series C(1)(2)(3)                2,330,253              4,567,296
- ---------------------------------------------------------------------------------------
Questia Media, Inc., Cv., Series B(1)(2)(3)            2,329,735              2,327,400
- ---------------------------------------------------------------------------------------
Zaffire, Inc., Cv., Series C(1)(2)(3)                    484,764              1,089,750
                                                                         --------------
Total Preferred Stocks (Cost $120,162,356)                                   17,429,020

                                                       Principal
                                                        Amount
=======================================================================================
Convertible Corporate Bonds and Notes--0.4%
- ---------------------------------------------------------------------------------------
Cyras Systems, Inc., 4.50% Cv. Unsec. Sub. Nts.,
8/15/05(2) (Cost $5,400,000)                        $  5,400,000              6,318,000
=======================================================================================
Repurchase Agreements--20.1%(4)
- ---------------------------------------------------------------------------------------
Repurchase agreement with Banque Nationale
De Paris,1.65%, dated 12/31/01, to be
repurchased at $326,535,930 on 1/2/02,
collateralized by U.S. Treasury Bonds,
6.125%-10.625%, 8/15/15-8/15/29, with
a value of $304,680,082 and U.S. Treasury
 Nts., 5.50%-6.375%, 6/30/02-1/31/03, with
a value $29,513,253 (Cost $326,506,000)              326,506,000            326,506,000
- ---------------------------------------------------------------------------------------
Total Investments, at Value (Cost $1,613,231,468)          100.5%         1,630,074,549
- ---------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets                       (0.5)            (8,470,453)
                                                    ------------         --------------
Net Assets                                                 100.0%        $1,621,604,096
                                                    ============         ==============



                    Oppenheimer Aggressive Growth Fund/VA


Statement of Investments  (Continued)

- -------------------------------------------------------------------------------
1. Non-income-producing security.
2. Identifies issues considered to be illiquid or restricted--See Note 6 of
Notes to Financial Statements.
3. Affiliated company. Represents ownership of at least 5% of the voting
securities of the issuer, and is or was an affiliate, as defined in the
Investment Company Act of 1940, at or during the period ended December
31, 2001.  The aggregate fair value of securities of affiliated companies
held by the Fund as of December 31, 2001, amounts to $17,429,020. Transactions
during the period in which the issuer was an affiliate are as follows:

                                                     Shares                                     Shares            Unrealized
                                                     December 31,    Gross        Gross         December 31,    Appreciation
                                                     2000            Additions    Reductions    2001           (Depreciation)
- ----------------------------------------------------------------------------------------------------------------------------

Stocks and/or Warrants
- ----------------------
ApplianceWare Holding Corp., Cv., Series B           1,807,580             --        --         1,807,580       $ (6,199,999)
Axsun Technologies, Inc., Cv., Series C              3,170,523             --        --         3,170,523        (35,419,181)
Blaze Network Products, Inc., 8% Cv., Series D       1,147,862             --        --         1,147,862         (5,183,572)
BroadBand Office, Inc., Cv., Series C                  211,641             --        --           211,641         (4,000,015)
Centerpoint Broadband Technologies, Inc.,
Cv., Series D                                        1,298,701             --        --         1,298,701        (12,776,036)
fusionOne, Inc., 8% Non-Cum. Cv., Series D           2,663,972             --        --         2,663,972        (12,014,514)
MicroPhotonix Integration Corp., Cv., Series C         633,383             --        --           633,383         (1,973,811)
Multiplex, Inc., Cv., Series C                               -      2,330,253        --         2,330,253        (12,583,366)
Questia Media, Inc., Cv., Series B                   2,329,735             --        --         2,329,735         (6,672,599)
Zaffire, Inc., Cv., Series C                           484,764             --        --           484,764         (5,910,243)



4. The Fund may have elements of risk due to concentrated investments. Such
concentrations may subject the Fund to additional risks.

See accompanying Notes to Financial Statements.

                     Oppenheimer Aggressive Growth Fund/VA                    7


Statement of Assets and Liabilities  December 31, 2001

===============================================================================

Assets
Investments, at value (including repurchase agreement
of $326,506,000)-
see accompanying statement:
Unaffiliated companies (cost $1,493,069,112)                    $1,612,645,529
Affiliated companies (cost $120,162,356)                            17,429,020
                                                                --------------
                                                                 1,630,074,549
- ------------------------------------------------------------------------------
Receivables and other assets:
Shares of beneficial interest sold                                     466,664
Interest and dividends                                                 385,250
Other                                                                   12,110
                                                                --------------
Total assets                                                     1,630,938,573
==============================================================================

Liabilities
Bank overdraft                                                             612
- ------------------------------------------------------------------------------
Payables and other liabilities:
Shares of beneficial interest redeemed                               9,014,575
Shareholder reports                                                    220,486
Trustees'compensation                                                    1,131
Distribution and service plan fees                                          32
Other                                                                   97,641
                                                                --------------
Total liabilities                                                    9,334,477
==============================================================================
Net Assets                                                      $1,621,604,096
                                                                ==============
==============================================================================
Composition of Net Assets
Par value of shares of beneficial interest                      $       39,819
- ------------------------------------------------------------------------------
Additional paid-in capital                                       2,210,300,553
- ------------------------------------------------------------------------------
Undistributed (overdistributed) net investment
income                                                               8,877,853
- ------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investment
transactions                                                      (614,457,210)
- ------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)
on investments                                                      16,843,081
                                                                --------------
Net Assets                                                      $1,621,604,096
                                                                ==============
==============================================================================
Net Asset Value Per Share
Non-Service shares:
Net asset value, redemption price per share
and offering price per share
(based on net assets of $1,621,550,408 and
39,817,234  shares of beneficial interest
outstanding)                                                            $40.72
- ------------------------------------------------------------------------------
Service shares
Net asset value, redemption price per share (based
on net assets of $53,688 and 1,319 shares of beneficial
interest outstanding)                                                   $40.70

See accompanying Notes to Financial Statements.


                    Oppenheimer Aggressive Growth Fund/VA


Statement of Operations  For the Year Ended December 31, 2001

======================================================================================================

Investment Income
Interest                                                                                 $  19,541,198
- ------------------------------------------------------------------------------------------------------
Dividends                                                                                    2,238,616
                                                                                         -------------
Total income                                                                                21,779,814
======================================================================================================
Expenses
Management fees                                                                             12,164,540
- ------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Service shares                                                                                      46
- ------------------------------------------------------------------------------------------------------
Shareholder reports                                                                            548,397
- ------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                     42,924
- ------------------------------------------------------------------------------------------------------
Trustees'compensation                                                                           17,200
- ------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                                    8,253
- ------------------------------------------------------------------------------------------------------
Other                                                                                           68,767
                                                                                         -------------
Total expenses                                                                              12,850,127
Less reduction to custodian expenses                                                           (23,236)
                                                                                         -------------
Net expenses                                                                                12,826,891
======================================================================================================
Net Investment Income                                                                        8,952,923
======================================================================================================
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments                                                                               (605,974,678)
Closing and expiration of option contracts written                                             507,378
                                                                                         -------------
Net realized gain (loss)                                                                  (605,467,300)
- ------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                       (222,526,858)
                                                                                         -------------
Net realized and unrealized gain (loss)                                                   (827,994,158)
======================================================================================================
Net Decrease in Net Assets Resulting from Operations                                     $(819,041,235)
                                                                                         =============


See accompanying Notes to Financial Statements.

                     Oppenheimer Aggressive Growth Fund/VA


Statements of Changes in Net Assets

                                                                                         Year Ended December 31,
                                                                                         2001                2000
===========================================================================================================================

Operations
Net investment income (loss)                                                             $    8,952,923      $   19,455,203
- ---------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                                   (605,467,300)        351,770,827
- ---------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                                       (222,526,858)       (860,635,882)
                                                                                         --------------      --------------
Net increase (decrease) in net assets resulting from operations                            (819,041,235)       (489,409,852)
===========================================================================================================================
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non--Service shares                                                                         (19,479,838)                 --
Service shares                                                                                     (224)                 --
- ---------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain:
Non--Service shares                                                                        (303,948,112)       (100,416,498)
Service shares                                                                                   (3,502)                 --
===========================================================================================================================
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from
beneficial interest transactions:
Non-Service shares                                                                          168,912,999       1,080,798,962
Service shares                                                                                   62,636               1,000
===========================================================================================================================
Net Assets
Total increase (decrease)                                                                  (973,497,276)        490,973,612
- ---------------------------------------------------------------------------------------------------------------------------
Beginning of period                                                                       2,595,101,372       2,104,127,760
                                                                                         --------------      --------------
End of period [including undistributed (overdistributed) net investment
income of $8,877,853 and $19,455,203, respectively]                                      $1,621,604,096      $2,595,101,372
                                                                                         ==============      ==============



See accompanying Notes to Financial Statements.

                   Oppenheimer Aggressive Growth Fund/VA


Financial Highlights

                                                Year Ended December 31,
Non-Service shares                              2001        2000             1999           1998            1997
======================================================================================================================

Per Share Operating Data
Net asset value, beginning of period                $70.77      $82.31           $44.83         $40.96          $38.71
- ----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                           .23         .53             (.09)          (.05)            .10
Net realized and unrealized gain (loss)             (21.38)      (8.59)           37.57           5.09            4.01
- ----------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations      (21.15)      (8.06)           37.48           5.04            4.11
- ----------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                  (.54)         --               --           (.10)           (.09)
Distributions from net realized gain                 (8.36)      (3.48)              --          (1.07)          (1.77)
- ----------------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                      (8.90)      (3.48)              --          (1.17)          (1.86)
- ----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                      $40.72      $70.77           $82.31         $44.83          $40.96
                                                    ======      ======           ======         ======          ======
======================================================================================================================
Total Return, at Net Asset Value(1)                 (31.27)%    (11.24)%          83.60%         12.36%          11.67%
======================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)        $1,621,550  $2,595,101       $2,104,128     $1,077,960        $877,807
- ----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $1,898,088  $2,978,465       $1,314,349     $  954,848        $753,852
- ----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income (loss)                          0.47%       0.65%           (0.17)%        (0.12)%          0.31%
Expenses                                              0.68%       0.64%            0.67%          0.71%(3)        0.73%(3)
- ----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                134%         39%              66%            80%             88%


1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods less than one full year. Total return
information does not reflect expenses that apply at the separate account level
or to related insurance products. Inclusion of these charges would reduce the
total return figures for all periods shown.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

                     Oppenheimer Aggressive Growth Fund/VA


  Financial Highlights  (Continued)

                                                                                       Year Ended December 31,
Service shares                                                                         2001             2000(1)
===============================================================================================================

Per Share Operating Data
Net asset value, beginning of period                                                    $70.77           $97.75
- ---------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                                      .19              .20
Net realized and unrealized gain (loss)                                                 (21.36)          (27.18)
- ---------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations                                          (21.17)          (26.98)
- ---------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                                      (.54)              --
Distributions from net realized gain                                                     (8.36)              --
- ---------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders                                     (8.90)              --
- ---------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                                          $40.70           $70.77
                                                                                        ======           ======
===============================================================================================================
Total Return, at Net Asset Value(2)                                                     (31.31)%         (27.60)%
===============================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)                                                   $54               $1
- ---------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                                                          $31               $1
- ---------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                                                     0.09%            1.14%
Expenses                                                                                  0.83%            0.64%
- ---------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                                                    134%              39%


1. For the period from October 16, 2000 (inception of offering) to
December 31, 2000.
2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than
one full year. Total return information does not reflect expenses that apply
at the separate account level or to related insurance products. Inclusion of
these charges would reduce the total return figures for all periods shown.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

                   Oppenheimer Aggressive Growth Fund/VA


Notes to Financial Statements

===============================================================================
1. Significant Accounting Policies

Oppenheimer Aggressive Growth Fund/VA (the Fund) is a separate series of
Oppenheimer Variable Account Funds (the Trust), an open-end management
investment company registered under the Investment Company Act of 1940, as
amended. The Fund's investment objective is to seek capital appreciation by
investing in "growth type" companies. The Trust's investment advisor is
OppenheimerFunds, Inc. (the Manager).
     The Fund offers two classes of shares. Both classes are sold at their
offering price, which is the net asset value per share, to separate investment
accounts of participating insurance companies as an underlying investment for
variable life insurance policies, variable annuity contracts or other
investment products. The class of shares designated as Service shares is
subject to a distribution and service plan. The following is a summary of
significant accounting policies consistently followed by the Fund.
- -------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges
or other domestic or foreign exchanges are valued based on the last sale price
of the security traded on that exchange prior to the time when the Fund's
assets are valued. In the absence of a sale, the security is valued at the last
sale price on the prior trading day, if it is within the spread of the closing
bid and asked prices, and if not, at the closing bid price. Securities
(including restricted securities) for which quotations are not readily
available are valued primarily using dealer-supplied valuations, a portfolio
pricing service authorized by the Board of Trustees, or at their fair value.
Fair value is determined in good faith under consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
- -------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires its custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is
required to be at least 102% of the resale price at the time of purchase. If
the seller of the agreement defaults and the value of the collateral declines,
or if the seller enters an insolvency proceeding, realization of the value of
the collateral by the Fund may be delayed or limited.
- -------------------------------------------------------------------------------
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily
to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.
- -------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers to shareholders.

As of December 31, 2001, the Fund had available for federal income tax purposes
an unused capital loss carryover as follows:

                        Expiring
                        -------------------------------------
                           2009                  $590,048,244


As of December 31, 2001, the Fund had approximately $24,409,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized, will expire in 2010.
- -------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.

                     Oppenheimer Aggressive Growth Fund/VA


Notes To Financial Statements  (Continued)

===============================================================================
1. Significant Accounting Policies  (continued)
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes. The character of dividends and distributions made during the
fiscal year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due to
timing of dividends and distributions, the fiscal year in which amounts are
distributed may differ from the fiscal year in which the income or realized
gain was recorded by the Fund.
     The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended December 31, 2001, amounts have been reclassified to reflect a
decrease in undistributed net investment income of $50,211. Accumulated net
realized loss on investments was decreased by the same amount. Net assets of
the Fund were unaffected by the reclassifications.
- -------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.
- -------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
- -------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.
===============================================================================
2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                               Year Ended December 31, 2001        Year Ended December 31, 2000(1)
                                               --------------------------------    -------------------------------
                                               Shares           Amount             Shares           Amount
- ------------------------------------------------------------------------------------------------------------------

Non-Service shares
Sold                                            20,034,675      $  970,735,337      20,557,132      $1,927,433,814
Dividends and/or distributions reinvested        7,069,463         323,427,949         932,459         100,416,498
Redeemed                                       (23,954,650)     (1,125,250,287)    (10,386,670)       (947,051,350)
                                               -----------      ---------------    -----------      --------------
Net increase (decrease)                          3,149,488      $  168,912,999      11,102,921      $1,080,798,962
                                               ===========      ===============    ===========      ==============

Service Shares
Sold                                                 1,424      $       67,202              10      $        1,000
Dividends and/or distributions reinvested               81               3,726              --                  --
Redeemed                                              (196)             (8,292)             --                  --
                                               -----------      ---------------    -----------      --------------
Net increase (decrease)                              1,309      $       62,636              10      $        1,000
                                               ===========      ===============    ===========      ==============


1. For the year ended December 31, 2000, for Non-Service shares and for the
period from October 16, 2000 (inception of offering) to December 31,2000, for
Service shares.
===============================================================================
3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2001, were
$2,253,477,160 and $1,953,350,843, respectively.

                   Oppenheimer Aggressive Growth Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
3. Purchases and Sales of Securities  (continued)

As of December 31, 2001, unrealized appreciation (depreciation) based on cost
of securities for federal income tax purposes of $1,613,231,468 was:

               Gross unrealized appreciation                $  150,026,456
               Gross unrealized depreciation                  (133,183,375)
                                                            --------------
               Net unrealized appreciation (depreciation)   $   16,843,081
                                                            ==============


===============================================================================
4. Fees and Other Transactions with Affiliates

Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Trust. The annual fees are 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, 0.60%
of the next $700 million and 0.58% of average annual net assets over $1.5
billion. The Fund's management fee for the year ended December 31, 2001, was an
annualized rate of 0.64%.
- -------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund. The
Fund pays OFS an agreed-upon per account fee. Additionally, funds offered in
variable annuity separate accounts are subject to minimum fees of $5,000 for
assets of less than $10 million and $10,000 for assets of $10 million or more.
The Fund is subject to the minimum fee in the event that the per account fee
does not equal or exceed the applicable minimum fee.
     OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.25% per annum of funds offered in variable annuity separate
accounts, effective January 1, 2001. This undertaking may be amended or
withdrawn at any time.
- -------------------------------------------------------------------------------
Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service shares to pay OppenheimerFunds
Distributor, Inc., the Distributor, for distribution-related services for the
Fund's Service shares. Although the plan allows for payment to be made
quarterly at an annual rate of up to 0.25% of the average annual net assets of
Service shares of the Fund, that rate is currently reduced to 0.15%. The Board
of Trustees may increase that rate to no more than 0.25% per annum, without
notification in advance. The Distributor currently uses all of those fees to
compensate sponsor(s) of the insurance product that offers Fund shares, for
providing personal service and maintenance of accounts of their variable
contract owners that hold Service shares. The impact of the service plan is to
increase operating expenses of the Service shares, which results in lower
performance compared to the Fund's shares that are not subject to a service
fee.
===============================================================================
5. Option Activity
The Fund may buy and sell put and call options, or write put and covered call
options on portfolio securities in order to produce incremental earnings or
protect against changes in the value of portfolio securities.
     The Fund generally purchases put options or writes covered call options to
hedge against adverse movements in the value of portfolio holdings. When an
option is written, the Fund receives a premium and becomes obligated to sell or
purchase the underlying security at a fixed price, upon exercise of the option.
     Options are valued daily based upon the last sale price on the principal
exchange on which the option is traded and unrealized appreciation or
depreciation is recorded. The Fund will realize a gain or loss upon the
expiration or closing of the option transaction. When an option is exercised,
the proceeds on sales for a written call option, the purchase cost for a
written put option, or the cost of the security for a purchased put or call
option is adjusted by the amount of premium received or paid.
     Securities designated to cover outstanding call options are noted in the
Statement of Investments where applicable. Shares subject to call, expiration
date, exercise price, premium received and market value are detailed in a note
to the Statement of Investments. Options written are reported as a liability in
the Statement of Assets and Liabilities. Realized gains and losses are reported
in the Statement of Operations.

                     Oppenheimer Aggressive Growth Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
5. Option Activity  (continued)

The risk in writing a call option is that the Fund gives up the opportunity for
profit if the market price of the security increases and the option is
exercised. The risk in writing a put option is that the Fund may incur a loss
if the market price of the security decreases and the option is exercised. The
risk in buying an option is that the Fund pays a premium whether or not the
option is exercised. The Fund also has the additional risk of not being able to
enter into a closing transaction if a liquid secondary market does not exist.

Written option activity for the year ended December 31, 2001, was as follows:

                                                                  Call Options
                                                                  ------------------------
                                                                  Number of     Amount of
                                                                  Contracts     Premiums
- ------------------------------------------------------------------------------------------

Options outstanding as of December 31,2000                             --         $     --
Options written                                                     2,200          507,378
Options closed or expired                                          (2,200)        (507,378)
                                                                   ------         --------
Options outstanding as of December 31,2001                             --         $     --
                                                                   ======         ========


===============================================================================
6. Illiquid or Restricted Securities

As of December 31, 2001, investments in securities included issues that are
illiquid or restricted. Restricted securities are often purchased in private
placement transactions, are not registered under the Securities Act of 1933,
may have contractual restrictions on resale, and are valued under methods
approved by the Board of Trustees as reflecting fair value. A security may also
be considered illiquid if it lacks a readily available market or if its
valuation has not changed for a certain period of time. The Fund intends to
invest no more than 15% of its net assets (determined at the time of purchase
and reviewed periodically) in illiquid or restricted securities. Certain
restricted securities, eligible for resale to qualified institutional
investors, are not subject to that limitation. The aggregate value of illiquid
or restricted securities subject to this limitation as of December 31, 2001,
was $27,900,349, which represents 1.72% of the Fund's net assets, of which
$21,582,349 is considered restricted. Information concerning restricted
securities is as follows:

                                                                                                  Unrealized
                                           Acquisition                      Valuation as of       Appreciation
Security                                   Dates          Cost              December 31, 2001     (Depreciation)
- ------------------------------------------------------------------------------------------------------------------

Stocks and/or Warrants
- ----------------------
ApplianceWare Holding Corp., Cv.,
Series B                                     7/11/00      $ 6,199,999       $        --            $ (6,199,999)
Axsun Technologies, Inc., Cv., Series C     12/13/00       37,000,004         1,580,823             (35,419,181)
Blaze Network Products, Inc., 8% Cv.,
Series D                                    10/17/00        7,346,317         2,162,744              (5,183,573)
BroadBand Office, Inc., Cv., Series C        8/28/00        4,000,015                --              (4,000,015)
Centerpoint Broadband Technologies, Inc.,
Cv., Series D                               10/23/00       13,999,997         1,223,961             (12,776,036)
fusionOne, Inc., 8% Non-Cum. Cv.,
Series D                                      9/6/00       14,465,368         2,450,854             (12,014,514)
MicroPhotonix Integration Corp.,
Cv., Series C                                 7/6/00        4,000,003         2,026,192              (1,973,811)
Multiplex, Inc., Cv., Series C                2/9/01       17,150,662         4,567,296             (12,583,366)
Questia Media, Inc., Cv., Series B           8/18/00        8,999,999         2,327,400              (6,672,599)
Tellium, Inc.                                9/20/00        9,999,990         4,153,329              (5,846,661)
Zaffire, Inc., Cv., Series C                 5/26/00        6,999,993         1,089,750              (5,910,243)







Independent Auditors' Report

===============================================================================
The Board of Trustees and Shareholders of Oppenheimer Capital Appreciation
Fund/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Capital Appreciation Fund/VA (which is a series of Oppenheimer
Variable Account Funds), including the statement of investments, as of December
31, 2001, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for the periods indicated. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of December 31, 2001, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other auditing procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Capital Appreciation Fund/VA as of December 31, 2001, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for the periods indicated, in conformity with accounting principles generally
accepted in the United States of America.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Denver, Colorado
January 23, 2002

Statement of Investments  December 31, 2001

                                                             Market Value
                                                   Shares    See Note 1
=========================================================================

Common Stocks--95.3%
- -------------------------------------------------------------------------
Basic Materials--1.0%
- -------------------------------------------------------------------------
Chemicals--0.4%
IMC Global, Inc.                                   136,000   $  1,768,000
- -------------------------------------------------------------------------
PPG Industries, Inc.                               106,000      5,482,320
                                                             ------------
                                                                7,250,320
- -------------------------------------------------------------------------
Paper--0.6%
International Paper Co.                            309,000     12,468,150
- -------------------------------------------------------------------------
Capital Goods--7.8%
- -------------------------------------------------------------------------
Aerospace/Defense--0.8%
Boeing Co.                                          71,000      2,753,380
- -------------------------------------------------------------------------
Northrop Grumman Corp.                              66,600      6,713,946
- -------------------------------------------------------------------------
Raytheon Co.                                       192,500      6,250,475
                                                             ------------
                                                               15,717,801
- -------------------------------------------------------------------------
Electrical Equipment--0.9%
General Electric Co.                               185,000      7,414,800
- -------------------------------------------------------------------------
Vishay Intertechnology, Inc.(1)                    553,000     10,783,500
                                                             ------------
                                                               18,198,300
- -------------------------------------------------------------------------
Industrial Services--1.3%
Philadelphia Suburban Corp.                         62,500      1,409,375
- -------------------------------------------------------------------------
Waste Management, Inc.                             770,000     24,570,700
                                                             ------------
                                                               25,980,075
- -------------------------------------------------------------------------
Manufacturing--4.8%
Flextronics International Ltd.(1)                  648,000     15,545,520
- -------------------------------------------------------------------------
Honeywell International, Inc.                      477,000     16,132,140
- -------------------------------------------------------------------------
Mettler-Toledo International, Inc.(1)              177,930      9,225,670
- -------------------------------------------------------------------------
Millipore Corp.                                     99,000      6,009,300
- -------------------------------------------------------------------------
Sanmina-SCI Corp.(1)                             1,312,300     26,114,770
- -------------------------------------------------------------------------
Tyco International Ltd.                            357,988     21,085,493
                                                             ------------
                                                               94,112,893
- -------------------------------------------------------------------------
Communication Services--1.4%
- -------------------------------------------------------------------------
Telecommunications: Long Distance--0.4%
Sprint Corp. (Fon Group)                           170,000      3,413,600
- -------------------------------------------------------------------------
WorldCom, Inc./WorldCom Group(1)                   238,100      3,352,448
                                                             ------------
                                                                6,766,048
- -------------------------------------------------------------------------
Telecommunications: Wireless--1.0%
Sprint Corp. (PCS Group)(1)                        320,000      7,811,200
- -------------------------------------------------------------------------
Vodafone Group plc, Sponsored ADR                  478,700     12,293,016
                                                             ------------
                                                               20,104,216


                    Oppenheimer Capital Appreciation Fund/VA


Statement of Investments  (Continued)

                                                             Market Value
                                                  Shares     See Note 1
- -------------------------------------------------------------------------

Consumer Cyclicals--13.0%
- -------------------------------------------------------------------------
Autos & Housing--0.5%
Ethan Allen Interiors, Inc.                         215,610  $  8,967,220
- -------------------------------------------------------------------------
Consumer Services--1.3%
Omnicom Group, Inc.                                 281,000    25,107,350
- -------------------------------------------------------------------------
Leisure & Entertainment--2.4%
Carnival Corp.                                      977,000    27,434,160
- -------------------------------------------------------------------------
Harley-Davidson, Inc.                               250,000    13,577,500
- -------------------------------------------------------------------------
Mattel, Inc.                                        375,000     6,450,000
                                                             ------------
                                                               47,461,660
- -------------------------------------------------------------------------
Media--5.7%
AOL Time Warner, Inc.(1)                          1,877,000    60,251,700
- -------------------------------------------------------------------------
Kadant, Inc.(1)                                      72,160     1,046,320
- -------------------------------------------------------------------------
McGraw-Hill Cos., Inc.(The)                         400,000    24,392,000
- -------------------------------------------------------------------------
News Corp. Ltd.(The), Sponsored ADR                 824,000    26,211,440
                                                             ------------
                                                              111,901,460
- -------------------------------------------------------------------------
Retail: General--1.0%
Costco Wholesale Corp.(1)                           296,100    13,140,918
- -------------------------------------------------------------------------
Dollar Tree Stores, Inc.(1)                         205,000     6,336,550
                                                             ------------
                                                               19,477,468
- -------------------------------------------------------------------------
Retail: Specialty--2.1%
Gap, Inc.                                           745,000    10,385,300
- -------------------------------------------------------------------------
Home Depot, Inc.                                    212,000    10,814,120
- -------------------------------------------------------------------------
Nike, Inc., Cl. B                                   150,000     8,436,000
- -------------------------------------------------------------------------
Rite Aid Corp.(1)                                   370,000     1,872,200
- -------------------------------------------------------------------------
Tiffany & Co.                                       318,000    10,007,460
                                                             ------------
                                                               41,515,080
- -------------------------------------------------------------------------
Consumer Staples--18.6%
- -------------------------------------------------------------------------
Beverages--3.6%
Anheuser-Busch Cos., Inc.                           675,000    30,516,750
- -------------------------------------------------------------------------
Coca-Cola Co.(The)                                  140,000     6,601,000
- -------------------------------------------------------------------------
Coca-Cola Enterprises, Inc.                         405,000     7,670,700
- -------------------------------------------------------------------------
PepsiCo, Inc.                                       533,000    25,951,770
                                                             ------------
                                                               70,740,220
- -------------------------------------------------------------------------
Broadcasting--7.5%
Adelphia Communications Corp., Cl. A(1)             327,500    10,211,450
- -------------------------------------------------------------------------
Cablevision Systems Corp., Cl. A(1)                 279,000    13,238,550
- -------------------------------------------------------------------------
Clear Channel Communications, Inc.(1)               600,490    30,570,946
- -------------------------------------------------------------------------
Comcast Corp., Cl. A Special                      1,858,700    66,913,200
- -------------------------------------------------------------------------
Fox Entertainment Group, Inc., A Shares(1)          282,000     7,481,460
- -------------------------------------------------------------------------
Hispanic Broadcasting Corp.(1)                      417,000    10,633,500
- -------------------------------------------------------------------------
Univision Communications, Inc., Cl. A(1)            245,000     9,912,700
                                                             ------------
                                                              148,961,806


                   Oppenheimer Capital Appreciation Fund/VA


Statement of Investments  (Continued)

                                                              Market Value
                                                  Shares      See Note 1
- -------------------------------------------------------------------------

Entertainment--4.1%
Applebee's International, Inc.                     180,000    $ 6,156,000
- -------------------------------------------------------------------------
Brinker International, Inc.(1)                     327,200      9,737,472
- -------------------------------------------------------------------------
Royal Caribbean Cruises Ltd.                       945,000     15,309,000
- -------------------------------------------------------------------------
Viacom, Inc., Cl. B(1)                           1,125,000     49,668,750
                                                              -----------
                                                               80,871,222
- -------------------------------------------------------------------------
Food--1.6%
Dean Foods Co.(1)                                  140,000      9,548,000
- -------------------------------------------------------------------------
Diageo plc, Sponsored ADR                          137,800      6,376,006
- -------------------------------------------------------------------------
General Mills, Inc.                                250,000     13,002,500
- -------------------------------------------------------------------------
Sysco Corp.                                        120,000      3,146,400
                                                              -----------
                                                               32,072,906
- -------------------------------------------------------------------------
Food & Drug Retailers--1.6%
CVS Corp.                                           38,400      1,136,640
- -------------------------------------------------------------------------
Kroger Co.(The)(1)                                 437,000      9,120,190
- -------------------------------------------------------------------------
Safeway, Inc.(1)                                   483,600     20,190,300
                                                              -----------
                                                               30,447,130
- -------------------------------------------------------------------------
Household Goods--0.2%
Estee Lauder Cos., Inc.(The), Cl. A                121,460      3,894,008
- -------------------------------------------------------------------------
Energy--5.6%
- -------------------------------------------------------------------------
Energy Services--1.9%
BJ Services Co.(1)                                 370,000     12,006,500
- -------------------------------------------------------------------------
Halliburton Co.                                    312,000      4,087,200
- -------------------------------------------------------------------------
Noble Drilling Corp.(1)                            147,500      5,020,900
- -------------------------------------------------------------------------
PanCanadian Energy Corp.                           348,840      9,025,304
- -------------------------------------------------------------------------
Rowan Cos., Inc.(1)                                185,000      3,583,450
- -------------------------------------------------------------------------
Varco International, Inc.(1)                       210,000      3,145,800
                                                              -----------
                                                               36,869,154
- -------------------------------------------------------------------------
Oil: Domestic--2.5%
Amerada Hess Corp.                                 251,000     15,687,500
- -------------------------------------------------------------------------
Exxon Mobil Corp.                                  776,000     30,496,800
- -------------------------------------------------------------------------
Suncor Energy, Inc.                                 94,800      3,122,712
                                                              -----------
                                                               49,307,012
- -------------------------------------------------------------------------
Oil: International--1.2%
TotalFinaElf SA, Sponsored ADR                     338,000     23,741,120
- -------------------------------------------------------------------------
Financial--15.5%
- -------------------------------------------------------------------------
Banks--2.6%
Bank of America Corp.                              282,000     17,751,900
- -------------------------------------------------------------------------
Bank One Corp.                                     455,000     17,767,750
- -------------------------------------------------------------------------
J.P. Morgan Chase & Co.                            388,000     14,103,800
- -------------------------------------------------------------------------
TCF Financial Corp.                                 40,000      1,919,200
                                                              -----------
                                                               51,542,650


                    Oppenheimer Capital Appreciation Fund/VA                  7


Statement of Investments  (Continued)

                                                             Market Value
                                                 Shares      See Note 1
- -------------------------------------------------------------------------

Diversified Financial--8.7%
Citigroup, Inc.                                  1,060,000   $ 53,508,800
- -------------------------------------------------------------------------
Concord EFS, Inc.(1)                               370,200     12,135,156
- -------------------------------------------------------------------------
Fannie Mae                                         250,000     19,875,000
- -------------------------------------------------------------------------
Freddie Mac                                        475,000     31,065,000
- -------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.                   436,400     24,412,216
- -------------------------------------------------------------------------
Prudential Financial, Inc.(1)                          400         13,276
- -------------------------------------------------------------------------
Schwab (Charles) Corp.                             919,500     14,224,665
- -------------------------------------------------------------------------
USA Education, Inc.                                201,000     16,888,020
                                                             ------------
                                                              172,122,133
- -------------------------------------------------------------------------
Insurance--3.2%
American International Group, Inc.                 357,250     28,365,650
- -------------------------------------------------------------------------
Everest Re Group Ltd.                               55,200      3,902,640
- -------------------------------------------------------------------------
St. Paul Cos., Inc.                                131,200      5,768,864
- -------------------------------------------------------------------------
Willis Group Holdings Ltd.(1)                      209,440      4,932,312
- -------------------------------------------------------------------------
XL Capital Ltd., Cl. A                             230,000     21,012,800
                                                             ------------
                                                               63,982,266
- -------------------------------------------------------------------------
Real Estate Investment Trusts--1.0%
Boston Properties, Inc.                            327,000     12,426,000
- -------------------------------------------------------------------------
Host Marriott Corp.                                805,000      7,245,000
                                                             ------------
                                                               19,671,000
- -------------------------------------------------------------------------
Healthcare--11.6%
- -------------------------------------------------------------------------
Healthcare/Drugs--7.7%
Abbott Laboratories                                196,800     10,971,600
- -------------------------------------------------------------------------
Amgen, Inc.(1)                                      90,000      5,079,600
- -------------------------------------------------------------------------
Bristol-Myers Squibb Co.                           100,000      5,100,000
- -------------------------------------------------------------------------
Genzyme Corp. (General Division)(1)                430,000     25,739,800
- -------------------------------------------------------------------------
GlaxoSmithKline plc, ADR                           310,000     15,444,200
- -------------------------------------------------------------------------
IDEC Pharmaceuticals Corp.(1)                      149,060     10,274,706
- -------------------------------------------------------------------------
Johnson & Johnson                                  568,480     33,597,168
- -------------------------------------------------------------------------
Medimmune, Inc.(1)                                  30,000      1,390,500
- -------------------------------------------------------------------------
Perrigo Co.(1)                                     403,740      4,772,207
- -------------------------------------------------------------------------
Pfizer, Inc.                                       804,000     32,039,400
- -------------------------------------------------------------------------
Serono SA, Sponsored ADR                           371,700      8,248,023
                                                             ------------
                                                              152,657,204


                   Oppenheimer Capital Appreciation Fund/VA


Statement of Investments  (Continued)

                                                             Market Value
                                                  Shares     See Note 1
- -------------------------------------------------------------------------

Healthcare/Supplies & Services--3.9%
Applera Corp./Applied Biosystems Group              459,380  $ 18,039,853
- -------------------------------------------------------------------------
Biomet, Inc.                                        240,000     7,416,000
- -------------------------------------------------------------------------
Cardinal Health, Inc.                                 8,000       517,280
- -------------------------------------------------------------------------
Covance, Inc.(1)                                    329,200     7,472,840
- -------------------------------------------------------------------------
HEALTHSOUTH Corp.(1)                                265,000     3,927,300
- -------------------------------------------------------------------------
McKesson Corp.                                      285,000    10,659,000
- -------------------------------------------------------------------------
Medtronic, Inc.                                     230,000    11,778,300
- -------------------------------------------------------------------------
PerkinElmer, Inc.                                   242,500     8,492,350
- -------------------------------------------------------------------------
Stryker Corp.(1)                                    161,300     9,415,081
                                                             ------------
                                                               77,718,004
- -------------------------------------------------------------------------
Technology--17.6%
- -------------------------------------------------------------------------
Computer Hardware--0.0%
Taiwan Semiconductor Manufacturing Co. Ltd., ADR     40,000       686,800
- -------------------------------------------------------------------------
Computer Services--1.4%
Affiliated Computer Services, Inc., Cl. A(1)         98,400    10,443,192
- -------------------------------------------------------------------------
First Data Corp.                                    227,010    17,808,934
                                                             ------------
                                                               28,252,126
- -------------------------------------------------------------------------
Computer Software--6.9%
Cadence Design Systems, Inc.(1)                     472,300    10,352,816
- -------------------------------------------------------------------------
Check Point Software Technologies Ltd.(1)           286,400    11,424,496
- -------------------------------------------------------------------------
Computer Sciences Corp.(1)                          115,000     5,632,700
- -------------------------------------------------------------------------
Electronic Arts, Inc.(1)                            262,800    15,754,860
- -------------------------------------------------------------------------
Microsoft Corp.(1)                                1,041,700    69,012,625
- -------------------------------------------------------------------------
Oracle Corp.(1)                                     128,200     1,770,442
- -------------------------------------------------------------------------
Peoplesoft, Inc.(1)                                 268,800    10,805,760
- -------------------------------------------------------------------------
Veritas Software Corp.(1)                           251,123    11,257,844
                                                             ------------
                                                              136,011,543
- -------------------------------------------------------------------------
Communications Equipment--4.2%
CIENA Corp.(1)                                      280,000     4,006,800
- -------------------------------------------------------------------------
Cisco Systems, Inc.(1)                            1,183,000    21,424,130
- -------------------------------------------------------------------------
Extreme Networks, Inc.(1)                           432,500     5,579,250
- -------------------------------------------------------------------------
L.M. Ericsson Telephone Co., ADR, Cl. B             445,000     2,322,900
- -------------------------------------------------------------------------
Lucent Technologies, Inc.                           634,000     3,987,860
- -------------------------------------------------------------------------
Nokia Corp., Sponsored ADR, A Shares              1,602,000    39,297,060
- -------------------------------------------------------------------------
QUALCOMM, Inc.(1)                                   137,900     6,963,950
                                                             ------------
                                                               83,581,950


                    Oppenheimer Capital Appreciation Fund/VA                  9


Statement of Investments  (Continued)

                                                                                                     Market Value
                                                                                      Shares         See Note 1
- ------------------------------------------------------------------------------------------------------------------

Electronics--5.1%
Analog Devices, Inc.(1)                                                                   161,000    $    7,146,790
- -------------------------------------------------------------------------------------------------------------------
Atmel Corp.(1)                                                                            881,600         6,497,392
- -------------------------------------------------------------------------------------------------------------------
Cypress Semiconductor Corp.(1)                                                            442,000         8,809,060
- -------------------------------------------------------------------------------------------------------------------
International Rectifier Corp.(1)                                                          320,000        11,161,600
- -------------------------------------------------------------------------------------------------------------------
Micron Technology, Inc.(1)                                                                451,000        13,981,000
- -------------------------------------------------------------------------------------------------------------------
National Semiconductor Corp.(1)                                                           359,000        11,053,610
- -------------------------------------------------------------------------------------------------------------------
RF Micro Devices, Inc.(1)                                                                 611,000        11,749,530
- -------------------------------------------------------------------------------------------------------------------
Texas Instruments, Inc.                                                                   337,000         9,436,000
- -------------------------------------------------------------------------------------------------------------------
Vitesse Semiconductor Corp.(1)                                                            480,000         5,966,400
- -------------------------------------------------------------------------------------------------------------------
Waters Corp.(1)                                                                           392,990        15,228,362
                                                                                                     --------------
                                                                                                        101,029,744
- -------------------------------------------------------------------------------------------------------------------
Transportation--0.3%
- -------------------------------------------------------------------------------------------------------------------
Railroads & Truckers--0.3%
Canadian Pacific Ltd.                                                                     255,000         5,127,796
- -------------------------------------------------------------------------------------------------------------------
Utilities--2.9%
- -------------------------------------------------------------------------------------------------------------------
Electric Utilities--1.1%
Duke Energy Corp.                                                                         527,900        20,725,354
- -------------------------------------------------------------------------------------------------------------------
Mirant Corp.(1)                                                                           105,600         1,691,712
                                                                                                     --------------
                                                                                                         22,417,066
- -------------------------------------------------------------------------------------------------------------------
Gas Utilities--1.8%
El Paso Corp.                                                                             617,930        27,565,857
- -------------------------------------------------------------------------------------------------------------------
Williams Cos., Inc.(The)                                                                  315,000         8,038,800
                                                                                                     --------------
                                                                                                         35,604,657
                                                                                                     --------------
Total Common Stocks (Cost $1,939,200,400)                                                             1,882,337,558

                                                                                      Principal
                                                                                      Amount
===================================================================================================================
U.S. Government Obligations--0.5%
- -------------------------------------------------------------------------------------------------------------------
U.S. Treasury Nts.,6.375%,4/30/02 (Cost $9,970,993)                                   $10,000,000        10,155,470
===================================================================================================================
Repurchase Agreements--4.5%
- -------------------------------------------------------------------------------------------------------------------
Repurchase agreement with Banque Nationale De Paris,1.65%, dated 12/31/01,
to be repurchased at $88,046,070 on 1/2/02, collateralized by U.S. Treasury Bonds,
6.125%-10.625%,8/15/15-8/15/29, with a value of $82,152,932 and U.S. Treasury Nts.,
5.50%-6.375%,6/30/02-1/31/03, with a value of $7,957,856 (Cost $88,038,000)            88,038,000        88,038,000
- -------------------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $2,037,209,393)                                           100.3%    1,980,531,028
- -------------------------------------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets                                                        (0.3)      (5,096,129)
                                                                                      -----------    --------------
Net Assets                                                                                  100.0%   $1,975,434,899
                                                                                      ===========    ==============


1. Non-income-producing security.

See accompanying Notes to Financial Statements.

                  Oppenheimer Capital Appreciation Fund/VA


Statement of Assets and Liabilities  December 31, 2001

===================================================================================================================

Assets
Investments, at value (cost $2,037,209,393)--see accompanying statement                              $1,980,531,028
- -------------------------------------------------------------------------------------------------------------------
Cash                                                                                                         15,968
- -------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest and dividends                                                                                    1,252,549
Shares of beneficial interest sold                                                                        1,650,611
Other                                                                                                        10,718
                                                                                                     --------------
Total assets                                                                                          1,983,460,874
===================================================================================================================
Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed                                                                    6,227,676
Investments purchased                                                                                     1,427,058
Shareholder reports                                                                                         247,931
Trustees'compensation                                                                                         1,350
Other                                                                                                       121,960
                                                                                                     --------------
Total liabilities                                                                                         8,025,975
===================================================================================================================
Net Assets                                                                                           $1,975,434,899
                                                                                                     ==============
===================================================================================================================
Composition of Net Assets
Par value of shares of beneficial interest                                                           $       53,998
- -------------------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                            2,062,222,735
- -------------------------------------------------------------------------------------------------------------------
Undistributed (overdistributed) net investment income                                                    10,092,208
- -------------------------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments and foreign currency transactions                   (40,255,555)
- -------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments and translation of
assets and liabilities denominated in foreign currencies                                                (56,678,487)
                                                                                                     --------------
Net Assets                                                                                           $1,975,434,899
                                                                                                     ==============
===================================================================================================================
Net Asset Value Per Share
Non-Service shares:
Net asset value, redemption price per share and offering price per share (based on
net assets of $1,975,344,815 and 53,996,035 shares of beneficial interest outstanding)                       $36.58
- -------------------------------------------------------------------------------------------------------------------
Service shares:
Net asset value, redemption price per share and offering price per share (based on
net assets of $90,084 and 2,464 shares of beneficial interest outstanding)                                   $36.56


See accompanying Notes to Financial Statements.

                    Oppenheimer Capital Appreciation Fund/VA                 11


Statement of Operations  For the Year Ended December 31, 2001


===================================================================================================================

Investment Income
Dividends (net of foreign withholding taxes of $69,662)                                               $  14,550,807
- -------------------------------------------------------------------------------------------------------------------
Interest                                                                                                  9,210,383
                                                                                                      -------------
Total income                                                                                             23,761,190
===================================================================================================================
Expenses
Management fees                                                                                          12,843,798
- -------------------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Service shares                                                                                                    6
- -------------------------------------------------------------------------------------------------------------------
Shareholder reports                                                                                         532,260
- -------------------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                                  24,395
- -------------------------------------------------------------------------------------------------------------------
Trustees' compensation                                                                                       22,564
- -------------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                                                 7,537
- -------------------------------------------------------------------------------------------------------------------
Other                                                                                                       129,980
                                                                                                      -------------
Total expenses                                                                                           13,560,540
Less reduction to custodian expenses                                                                         (6,389)
                                                                                                      -------------
Net expenses                                                                                             13,554,151
===================================================================================================================
Net Investment Income                                                                                    10,207,039
===================================================================================================================
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments                                                                                             (37,438,904)
Foreign currency transactions                                                                              (454,526)
                                                                                                      -------------
Net realized gain (loss)                                                                                (37,893,430)
- -------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments                                                                                            (256,693,111)
Translation of assets and liabilities denominated in foreign currencies                                    (162,347)
                                                                                                      -------------
Net change                                                                                             (256,855,458)
                                                                                                      -------------
Net realized and unrealized gain (loss)                                                                (294,748,888)
===================================================================================================================
Net Decrease in Net Assets Resulting from Operations                                                  $(284,541,849)
                                                                                                      =============


See accompanying Notes to Financial Statements.

                  Oppenheimer Capital Appreciation Fund/VA


Statements of Changes in Net Assets

                                                                             Year Ended December 31,
                                                                             2001             2000
============================================================================================================


Operations
Net investment income (loss)                                                 $   10,207,039   $   12,662,038
- ------------------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                        (37,893,430)     204,356,085
- ------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                           (256,855,458)    (266,633,600)
                                                                             --------------   --------------
Net increase (decrease) in net assets resulting from operations                (284,541,849)     (49,615,477)
============================================================================================================
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares                                                              (12,638,065)      (2,077,067)
Service shares                                                                            -                -
- ------------------------------------------------------------------------------------------------------------
Distributions from net realized gain:
Non-Service shares                                                             (189,649,710)    (110,842,476)
Service shares                                                                            -                -
============================================================================================================
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from
beneficial interest transactions:
Non-Service shares                                                              366,372,108      833,140,766
Service shares                                                                       89,253                -
============================================================================================================
Net Assets
Total increase (decrease)                                                      (120,368,263)     670,605,746
- ------------------------------------------------------------------------------------------------------------
Beginning of period                                                           2,095,803,162    1,425,197,416
                                                                             --------------   --------------
End of period [including undistributed (overdistributed) net investment
income of $10,092,208 and $12,613,518, respectively]                         $1,975,434,899   $2,095,803,162
                                                                             ==============   ==============


See accompanying Notes to Financial Statements.

                    Oppenheimer Capital Appreciation Fund/VA


Financial Highlights

                                                 Year Ended December 31,
Non-Service shares                               2001          2000          1999          1998        1997
===============================================================================================================
Per Share Operating Data
Net asset value, beginning of period                 $46.63        $49.84        $36.67      $32.44      $27.24
- ---------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                   .18           .27           .06         .13         .25
Net realized and unrealized gain (loss)               (5.86)          .02         14.68        7.28        6.62
- ---------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations        (5.68)          .29         14.74        7.41        6.87
- ---------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                   (.27)         (.06)         (.13)       (.24)       (.15)
Distributions from net realized gain                  (4.10)        (3.44)        (1.44)      (2.94)      (1.52)
- ---------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                       (4.37)        (3.50)        (1.57)      (3.18)      (1.67)
- ---------------------------------------------------------------------------------------------------------------
Net asset value, end of period                       $36.58        $46.63        $49.84      $36.67      $32.44
                                                     ======        ======        ======      ======      ======
===============================================================================================================
Total Return, at Net Asset Value(1)                  (12.58)%       (0.23)%       41.66%      24.00%      26.68%
===============================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)         $1,975,345    $2,095,803    $1,425,197    $768,550    $493,906
- ---------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                $2,000,314    $1,922,099    $1,002,835    $609,246    $390,447
- ---------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income                                  0.51%         0.66%         0.21%       0.50%       1.02%
Expenses                                               0.68%         0.67%         0.70%       0.75%(3)    0.75%(3)
- ---------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                  45%           38%           56%         56%         66%


1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period.
Total returns are not annualized for periods less than one full year. Total
return information does not reflect expenses that apply at the separate account
level or to related insurance products. Inclusion of theses charges would
reduce the total return figures for all periods shown.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

                  Oppenheimer Capital Appreciation Fund/VA


Financial Highlights  (Continued)

                                                                             Period Ended
Service shares                                                               December 31, 2001(1)
=================================================================================================

Per Share Operating Data
Net asset value, beginning of period                                                       $31.66
- -------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                                          --(2)
Net realized and unrealized gain (loss)                                                      4.90
- -------------------------------------------------------------------------------------------------
Total income (loss) from investment operations                                               4.90
- -------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                                           --
Distributions from net realized gain                                                           --
- -------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders                                           --
- -------------------------------------------------------------------------------------------------
Net asset value, end of period                                                             $36.56
                                                                                           ======
=================================================================================================
Total Return, at Net Asset Value(3)                                                         15.51%
=================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)                                                      $90
- -------------------------------------------------------------------------------------------------
Average net assets (in thousands)                                                             $16
- -------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income                                                                        0.11%
Expenses                                                                                     0.81%
- -------------------------------------------------------------------------------------------------
Portfolio turnover rate                                                                        45%


1. For the period from September 18, 2001 (inception of offering) to December
31, 2001.
2. Less than $0.005 per share.
3. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than
one full year. Total return information does not reflect expenses that apply at
the separate account level or to related insurance products. Inclusion of
theses charges would reduce the total return figures for all periods shown.
4. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

                    Oppenheimer Capital Appreciation Fund/VA


Notes to Financial Statements

===============================================================================
1. Significant Accounting Policies

Oppenheimer Capital Appreciation Fund/VA (the Fund) is a separate series of
Oppenheimer Variable Account Funds (the Trust), an open-end management
investment company registered under the Investment Company Act of 1940, as
amended. The Fund's investment objective is to seek capital appreciation by
investing in securities of well-known, established companies. The Trust's
investment advisor is Oppenheimer Funds, Inc. (the Manager).
     The Fund offers two classes of shares. Both classes are sold at their
Offering price, which is the net asset value per share, to separate investment
accounts of participating insurance companies as an underlying investment for
variable life insurance policies, variable annuity contracts or other
investment products. The class of shares designated as Service shares is
subject to a distribution and service plan. The following is a summary of
significant accounting policies consistently followed by the Fund.
- -------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges
or other domestic or foreign exchanges are valued based on the last sale price
of the security traded on that exchange prior to the time when the Fund's
assets are valued. In the absence of a sale, the security is valued at the last
sale price on the prior trading day, if it is within the spread of the closing
bid and asked prices, and if not, at the closing bid price. Securities
(including restricted securities) for which quotations are not readily
available are valued primarily using dealer-supplied valuations, a portfolio
pricing service authorized by the Board of Trustees, or at their fair value.
Fair value is determined in good faith under consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
- -------------------------------------------------------------------------------
Foreign Currency Translation. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the closing rates of exchange. Amounts related
to the purchase and sale of foreign securities and investment income are
translated at the rates of exchange prevailing on the respective dates of such
transactions.
     The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains
and losses in the Fund's Statement of Operations.
- -------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires its custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is
required to be at least 102% of the resale price at the time of purchase. If
the seller of the agreement defaults and the value of the collateral declines,
or if the seller enters an insolvency proceeding, realization of the value of
the collateral by the Fund may be delayed or limited.
- -------------------------------------------------------------------------------
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily
to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

                  Oppenheimer Capital Appreciation Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
1. Significant Accounting Policies  (continued)

Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers to shareholders.

As of December 31, 2001, the Fund had available for federal income tax purposes
an unused capital loss carryover as follows:

     Expiring
     ----------------------------------------------
         2009                           $14,552,938

As of December 31, 2001, the Fund had approximately $18,447,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized, will expire in 2010. Additionally, the Fund had approximately
$5,000 of post-October foreign currency losses which were deferred. If
unutilized by the Fund in the following fiscal year, such losses will expire.
- -------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
- -------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes primarily because of the recognition of certain foreign
currency gains (losses) as ordinary income (loss) for tax purposes. The
character of dividends and distributions made during the fiscal year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to timing of
dividends and distributions, the fiscal year in which amounts are distributed
may differ from the fiscal year in which the income or realized gain was
recorded by the Fund.
     The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended December 31, 2001, amounts have been reclassified to reflect a
decrease in undistributed net investment income of $90,284. Accumulated net
realized loss on investments was decreased by the same amount. Net assets of
the Fund were unaffected by the reclassifications.
- -------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.
- -------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
- -------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

                    Oppenheimer Capital Appreciation Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                                Year Ended December 31, 2001(1)             Year Ended December 31, 2000
                                                ---------------------------------           ---------------------------------
                                                Shares              Amount                  Shares             Amount
- -----------------------------------------------------------------------------------------------------------------------------
Non-Service shares
Sold                                             15,808,805         $ 618,618,659           20,683,300         $1,046,431,848
Dividends and/or distributions reinvested         5,299,654           202,287,775            2,140,655            112,919,543
Redeemed                                        (12,057,267)         (454,534,326)          (6,472,107)          (326,210,625)
                                                -----------         -------------           ----------         --------------
Net increase (decrease)                           9,051,192         $ 366,372,108           16,351,848         $  833,140,766
                                                ===========         =============           ==========         ==============
Service shares
Sold                                                  2,703         $      97,939                   --         $           --
Dividends and/or distributions reinvested                --                    --                   --                     --
Redeemed                                               (239)               (8,686)                  --                     --
                                                -----------         -------------           ----------         --------------
Net increase (decrease)                               2,464         $      89,253                   --         $           --
                                                ===========         =============           ==========         ==============


1. For the year ended December 31, 2001, for Non-Service shares and for the
period from September 18, 2001 (inception of offering) to December 31, 2001,
for Service shares.

===============================================================================
3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2001, were
$1,267,428,314 and $807,614,824, respectively.

As of December 31, 2001, unrealized appreciation (depreciation) based on cost
of securities for federal income tax purposes of $2,044,459,802 was:

     Gross unrealized appreciation                  $ 179,621,204
     Gross unrealized depreciation                   (243,549,978)
                                                    -------------
     Net unrealized appreciation (depreciation)     $ (63,928,774)
                                                    =============

===============================================================================
4. Fees and Other Transactions with Affiliates

Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Fund which provides for a fee of
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 over $800 million. The Fund's management
fee for the year ended December 31, 2001, was an annualized rate of 0.64%.
- -------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and share-holder servicing agent for the Fund.
The Fund pays OFS an agreed-upon per account fee. Additionally, funds offered
in variable annuity separate accounts are subject to minimum fees of $5,000 for
assets of less than $10 million and $10,000 for assets of $10 million or more.
The Fund is subject to the minimum fee in the event that the per account fee
does not equal or exceed the applicable minimum fee.
     OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.25% per annum of funds offered in variable annuity separate
accounts, effective January 1, 2001. This undertaking may be amended or
withdrawn at any time.

                  Oppenheimer Capital Appreciation Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
4. Fees and Other Transactions with Affiliates  (continued)

Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service shares to pay OppenheimerFunds
Distributor, Inc., the Distributor, for distribution-related services for the
Fund's Service shares. Although the plan allows for payment to be made
quarterly at an annual rate of up to 0.25% of the average annual net assets of
Service shares of the Fund, that rate is currently reduced to 0.15%. The Board
of Trustees may increase that rate to no more than 0.25% per annum, without
notification in advance. The Distributor currently uses all of those fees to
compensate sponsor(s) of the insurance product that offers Fund shares, for
providing personal service and maintenance of accounts of their variable
contract owners that hold Service shares. The impact of the service plan is to
increase operating expenses of the Service shares, which results in lower
performance compared to the Fund's shares that are not subject to a service fee.

===============================================================================
5. Foreign Currency Contracts

A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into
foreign currency contracts for operational purposes and to seek to protect
against adverse exchange rate fluctuations. Risks to the Fund include the
potential inability of the counterparty to meet the terms of the contract.
     The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Fund and the resulting unrealized appreciation or
depreciation are determined using foreign currency exchange rates as provided
by a reliable bank, dealer or pricing service. Unrealized appreciation and
depreciation on foreign currency contracts are reported in the Statement of
Assets and Liabilities as a receivable or payable and in the Statement of
Operations with the change in unrealized appreciation or depreciation.
     The Fund may realize a gain or loss upon the closing or settlement of the
foreign currency transactions. Such realized gains and losses are reported with
all other foreign currency gains and losses in the Statement of Operations.





===============================================================================


Independent Auditors' Report

===============================================================================
The Board of Trustees and Shareholders of Oppenheimer Main Street Small Cap
Fund/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Main Street Small Cap Fund/VA, formerly known as Oppenheimer Small
Cap Growth Fund/VA (which is a series of Oppenheimer Variable Account Funds),
including the statement of investments, as of December 31, 2001, and the
related statement of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended, and
the financial highlights for the periods indicated. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of December 31, 2001, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other auditing procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Main Street Small Cap Fund/VA as of December 31, 2001, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for the periods indicated, in conformity with accounting principles generally
accepted in the United States of America.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Denver, Colorado
January 23, 2002

                   Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  December 31, 2001

                                                                   Market Value
                                                           Shares  See Note 1
===============================================================================

Common Stocks--99.1%
- -------------------------------------------------------------------------------
Basic Materials--3.8%
- -------------------------------------------------------------------------------
Chemicals--1.9%
Agrium, Inc.                                               1,500       $ 15,900
- -------------------------------------------------------------------------------
Airgas, Inc.(1)                                            2,700         40,824
- -------------------------------------------------------------------------------
AMCOL International Corp.                                  1,600         11,520
- -------------------------------------------------------------------------------
Crompton Corp.                                             2,400         21,600
- -------------------------------------------------------------------------------
Cytec Industries, Inc.(1)                                  1,100         29,700
- -------------------------------------------------------------------------------
Great Lakes Chemical Corp.                                 1,100         26,708
- -------------------------------------------------------------------------------
H.B. Fuller Co.                                              100          2,877
- -------------------------------------------------------------------------------
IMC Global, Inc.                                           2,900         37,700
- -------------------------------------------------------------------------------
MacDermid, Inc.                                              500          8,475
- -------------------------------------------------------------------------------
Minerals Technologies, Inc.                                  400         18,656
- -------------------------------------------------------------------------------
Octel Corp.(1)                                             1,600         28,800
- -------------------------------------------------------------------------------
Quaker Chemical Corp.                                        200          4,120
- -------------------------------------------------------------------------------
RPM, Inc.                                                    700         10,122
- -------------------------------------------------------------------------------
SCP Pool Corp.(1)                                          1,250         34,312
- -------------------------------------------------------------------------------
Solutia, Inc.                                              2,100         29,442
- -------------------------------------------------------------------------------
Symyx Technologies, Inc.(1)                                1,000         21,240
- -------------------------------------------------------------------------------
Universal Corp.                                              400         14,564
- -------------------------------------------------------------------------------
Visionics Corp.(1)                                           400          5,772
                                                                       --------
                                                                        362,332
- -------------------------------------------------------------------------------
Gold & Precious Minerals--0.3%
Meridian Gold, Inc.(1)                                     1,800         18,436
- -------------------------------------------------------------------------------
Stillwater Mining Co.(1)                                   2,200         40,700
                                                                       --------
                                                                         59,136
- -------------------------------------------------------------------------------
Metals--1.1%
AK Steel Holding Corp.                                       700          7,966
- -------------------------------------------------------------------------------
Allegheny Technologies, Inc.                               2,100         35,175
- -------------------------------------------------------------------------------
Aviall, Inc.                                               3,600         27,180
- -------------------------------------------------------------------------------
Barnes Group, Inc.                                           200          4,798
- -------------------------------------------------------------------------------
Brush Wellman, Inc.                                          400          5,696
- -------------------------------------------------------------------------------
Century Aluminum Co.                                         100          1,336
- -------------------------------------------------------------------------------
CIRCOR International, Inc.                                   500          9,225
- -------------------------------------------------------------------------------
Lone Star Technologies, Inc.(1)                              700         12,320
- -------------------------------------------------------------------------------
NS Group, Inc.(1)                                            700          5,236
- -------------------------------------------------------------------------------
Quanex Corp.                                                 600         16,980
- -------------------------------------------------------------------------------
Steel Dynamics, Inc.(1)                                      800          9,288
- -------------------------------------------------------------------------------
Titanium Metals Corp.(1)                                   2,900         11,571
- -------------------------------------------------------------------------------
Walter Industries, Inc.                                    2,200         24,882
- -------------------------------------------------------------------------------
Worthington Industries, Inc.                               2,100         29,820
                                                                       --------
                                                                        201,473


                   Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Paper--0.5%
Chesapeake Corp.                                             900       $ 25,029
- -------------------------------------------------------------------------------
Glatfelter                                                 2,000         31,160
- -------------------------------------------------------------------------------
Longview Fibre Co.                                           200          2,362
- -------------------------------------------------------------------------------
Rayonier, Inc.                                               400         20,188
- -------------------------------------------------------------------------------
Rock-Tenn Co., Cl. A                                         700         10,080
                                                                       --------
                                                                         88,819
- -------------------------------------------------------------------------------
Capital Goods--9.8%
- -------------------------------------------------------------------------------
Aerospace/Defense--0.8%
AAR Corp.                                                    200          1,802
- -------------------------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc.(1)              900         19,242
- -------------------------------------------------------------------------------
BE Aerospace, Inc.(1)                                        900          8,253
- -------------------------------------------------------------------------------
DRS Technologies, Inc.(1)                                    500         17,825
- -------------------------------------------------------------------------------
Esterline Technologies Corp.(1)                            1,000         16,010
- -------------------------------------------------------------------------------
Herley Industries, Inc.(1)                                 1,200         20,400
- -------------------------------------------------------------------------------
Intermagnetics General Corp.                                 418         10,826
- -------------------------------------------------------------------------------
Precision Castparts Corp.                                  1,400         39,550
- -------------------------------------------------------------------------------
Teledyne Technologies, Inc.(1)                             1,200         19,548
                                                                       --------
                                                                        153,456
- -------------------------------------------------------------------------------
Electrical Equipment--1.4%
American Superconductor Corp.(1)                           1,300         15,938
- -------------------------------------------------------------------------------
BEI Technologies, Inc.                                       700         12,208
- -------------------------------------------------------------------------------
Capstone Turbine Corp.(1)                                  8,300         44,903
- -------------------------------------------------------------------------------
CLARCOR, Inc.                                                100          2,715
- -------------------------------------------------------------------------------
EMCOR Group, Inc.(1)                                         400         18,160
- -------------------------------------------------------------------------------
Encompass Services Corp.(1)                                1,600          4,640
- -------------------------------------------------------------------------------
Encore Wire Corp.(1)                                       1,800         21,780
- -------------------------------------------------------------------------------
Foster Wheeler Ltd.                                        3,200         16,320
- -------------------------------------------------------------------------------
General Electric Co.                                          40          1,603
- -------------------------------------------------------------------------------
Genlyte Group, Inc. (The)(1)                               1,000         29,760
- -------------------------------------------------------------------------------
Integrated Electrical Services, Inc.(1)                    1,200          6,144
- -------------------------------------------------------------------------------
Kemet Corp.(1)                                             2,200         39,050
- -------------------------------------------------------------------------------
Manufacturers'Services Ltd.(1)                               900          5,625
- -------------------------------------------------------------------------------
Power Integrations, Inc.(1)                                1,700         38,828
                                                                       --------
                                                                        257,674
- -------------------------------------------------------------------------------
Industrial Services--3.9%
Advanced Marketing Services, Inc.                          1,500         27,375
- -------------------------------------------------------------------------------
Casella Waste Systems, Inc., Cl. A(1)                        600          8,886
- -------------------------------------------------------------------------------
CONSOL Energy, Inc.                                          500         12,420
- -------------------------------------------------------------------------------
Cyberonics, Inc.(1)                                          300          7,959
- -------------------------------------------------------------------------------
Daisytek International Corp.(1)                            2,400         31,608
- -------------------------------------------------------------------------------
Digimarc Corp.(1)                                            400          7,432
- -------------------------------------------------------------------------------
Forrester Research, Inc.(1)                                1,200         24,168
- -------------------------------------------------------------------------------
Global Imaging Systems, Inc.(1)                            2,200         32,846


                  Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Industrial Services  (continued)
ICT Group, Inc.(1)                                         1,000       $ 18,610
- -------------------------------------------------------------------------------
Kendle International, Inc.(1)                              1,800         36,288
- -------------------------------------------------------------------------------
Knightsbridge Tankers Ltd.                                   100          1,610
- -------------------------------------------------------------------------------
Labor Ready, Inc.(1)                                       2,400         12,264
- -------------------------------------------------------------------------------
Lincoln Electric Holdings, Inc.                              100          2,444
- -------------------------------------------------------------------------------
Mail-Well, Inc.(1)                                           700          2,870
- -------------------------------------------------------------------------------
McDermott International, Inc.(1)                           3,400         41,718
- -------------------------------------------------------------------------------
Modis Professional Services, Inc.(1)                       4,600         32,844
- -------------------------------------------------------------------------------
MSC Industrial Direct Co., Inc., Cl. A(1)                    900         17,775
- -------------------------------------------------------------------------------
National Processing, Inc.(1)                                 100          3,250
- -------------------------------------------------------------------------------
Navigant Consulting, Inc.(1)                                 100            550
- -------------------------------------------------------------------------------
Newpark Resources, Inc.(1)                                 3,900         30,810
- -------------------------------------------------------------------------------
Osmonics, Inc.(1)                                            600          8,412
- -------------------------------------------------------------------------------
Planar Systems, Inc.(1)                                    1,700         35,870
- -------------------------------------------------------------------------------
Presstek, Inc.(1)                                          1,700         15,589
- -------------------------------------------------------------------------------
Quanta Services, Inc.(1)                                   2,200         33,946
- -------------------------------------------------------------------------------
Right Management Consultants, Inc.(1)                      1,650         28,545
- -------------------------------------------------------------------------------
Service Corp. International(1)                             1,200          5,988
- -------------------------------------------------------------------------------
SpeedFam-IPEC, Inc.(1)                                     1,400          4,172
- -------------------------------------------------------------------------------
Standard Register Co. (The)                                1,100         20,383
- -------------------------------------------------------------------------------
Sylvan Learning Systems, Inc.(1)                             800         17,656
- -------------------------------------------------------------------------------
Teekay Shipping Corp.                                      1,100         38,335
- -------------------------------------------------------------------------------
Tetra Technologies, Inc.(1)                                  900         18,855
- -------------------------------------------------------------------------------
TRC Cos., Inc.(1)                                            800         40,000
- -------------------------------------------------------------------------------
United Stationers, Inc.(1)                                 1,000         33,650
- -------------------------------------------------------------------------------
UNOVA, Inc.(1)                                               100            580
- -------------------------------------------------------------------------------
URS Corp.(1)                                               1,200         32,892
- -------------------------------------------------------------------------------
Wackenhut Corrections Corp.(1)                             2,000         27,720
- -------------------------------------------------------------------------------
Wallace Computer Services, Inc.                              200          3,798
- -------------------------------------------------------------------------------
Zomax, Inc.(1)                                             1,200          9,588
                                                                       --------
                                                                        729,706
- -------------------------------------------------------------------------------
Manufacturing--3.7%
AEP Industries, Inc.(1)                                      600         14,376
- -------------------------------------------------------------------------------
American Woodmark Corp.                                      600         32,250
- -------------------------------------------------------------------------------
Ameron International Corp.                                   300         20,760
- -------------------------------------------------------------------------------
Astronics Corp.                                            1,000         11,320
- -------------------------------------------------------------------------------
Asyst Technologies, Inc.(1)                                  200          2,552
- -------------------------------------------------------------------------------
Benchmark Electronics, Inc.(1)                               100          1,896
- -------------------------------------------------------------------------------
Briggs & Stratton Corp.                                      200          8,540
- -------------------------------------------------------------------------------
Crane Co.                                                  1,200         30,768
- -------------------------------------------------------------------------------
CTS Corp.                                                  1,700         27,030
- -------------------------------------------------------------------------------
Donaldson Co., Inc.                                          100          3,884
- -------------------------------------------------------------------------------
EarthShell Corp.(1)                                          300            600


                   Oppenheimer Main Street Small Cap Fund/VA                  7


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Manufacturing  (continued)
Entegris, Inc.(1)                                          2,100       $ 23,016
- -------------------------------------------------------------------------------
FSI International, Inc.(1)                                 1,400         12,908
- -------------------------------------------------------------------------------
Garan, Inc.                                                  200          8,500
- -------------------------------------------------------------------------------
Global Power Equipment Group, Inc.(1)                      3,200         48,160
- -------------------------------------------------------------------------------
Griffon Corp.                                              2,470         37,050
- -------------------------------------------------------------------------------
GSI Lumonics, Inc.(1)                                      1,000          8,470
- -------------------------------------------------------------------------------
Harsco Corp.                                                 400         13,720
- -------------------------------------------------------------------------------
Interpool, Inc.                                              800         15,400
- -------------------------------------------------------------------------------
Ivex Packaging Corp.(1)                                    2,800         53,200
- -------------------------------------------------------------------------------
Knight Transportation, Inc.(1)                               225          4,225
- -------------------------------------------------------------------------------
Matthews International Corp., Cl. A                          200          4,916
- -------------------------------------------------------------------------------
Maverick Tube Corp.(1)                                     2,600         33,670
- -------------------------------------------------------------------------------
Measurement Specialties, Inc.(1)                           1,100         10,351
- -------------------------------------------------------------------------------
Milacron, Inc.                                               200          3,162
- -------------------------------------------------------------------------------
NACCO Industries, Inc., Cl. A                                100          5,679
- -------------------------------------------------------------------------------
National Service Industries, Inc.                          2,200          4,444
- -------------------------------------------------------------------------------
Oakley, Inc.(1)                                            1,500         24,390
- -------------------------------------------------------------------------------
Owens-Illinois, Inc.(1)                                    3,900         38,961
- -------------------------------------------------------------------------------
Pactiv Corp.(1)                                              400          7,100
- -------------------------------------------------------------------------------
Paxar Corp.(1)                                               900         12,780
- -------------------------------------------------------------------------------
Photon Dynamics, Inc.(1)                                     800         36,520
- -------------------------------------------------------------------------------
Photronics, Inc.(1)                                          300          9,405
- -------------------------------------------------------------------------------
Plexus Corp.(1)                                              600         15,936
- -------------------------------------------------------------------------------
Quidel Corp.(1)                                            1,600         12,304
- -------------------------------------------------------------------------------
Ryder Systems, Inc.                                          800         17,720
- -------------------------------------------------------------------------------
Silgan Holdings, Inc.(1)                                     600         15,696
- -------------------------------------------------------------------------------
Simpson Manufacturing Co., Inc.(1)                           100          5,730
- -------------------------------------------------------------------------------
SLI, Inc.                                                    200            522
- -------------------------------------------------------------------------------
SPS Technologies, Inc.(1)                                    300         10,476
- -------------------------------------------------------------------------------
Terex Corp.(1)                                               100          1,754
- -------------------------------------------------------------------------------
Timken Co.                                                   100          1,618
- -------------------------------------------------------------------------------
United Defense Industries, Inc.(1)                         1,400         29,470
- -------------------------------------------------------------------------------
Wabtec Corp.                                                 400          4,920
                                                                       --------
                                                                        686,149
- -------------------------------------------------------------------------------
Communication Services--2.8%
- -------------------------------------------------------------------------------
Telecommunications: Long Distance--1.7%
C&D Technologies, Inc.                                     1,400         31,990
- -------------------------------------------------------------------------------
Copper Mountain Networks, Inc.(1)                          5,400          9,126
- -------------------------------------------------------------------------------
Corvis Corp.(1)                                           13,300         42,959
- -------------------------------------------------------------------------------
ECI Telecommunications Ltd.                                3,700         19,869
- -------------------------------------------------------------------------------
General Cable Corp.                                        2,900         37,990
- -------------------------------------------------------------------------------
General Communication, Inc., Cl. A(1)                      3,300         28,149
- -------------------------------------------------------------------------------
IDT Corp.                                                    300          5,853


                  Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Telecommunications: Long Distance  (continued)
Infonet Services Corp., Cl. B(1)                           7,300       $ 17,885
- -------------------------------------------------------------------------------
InterVoice-Brite, Inc.(1)                                  2,500         32,000
- -------------------------------------------------------------------------------
Lightbridge, Inc.(1)                                       2,100         25,515
- -------------------------------------------------------------------------------
MasTec, Inc.(1)                                            3,700         25,715
- -------------------------------------------------------------------------------
Somera Communications, Inc.(1)                             2,500         18,875
- -------------------------------------------------------------------------------
SymmetriCom, Inc.(1)                                       2,900         22,069
                                                                       --------
                                                                        317,995
- -------------------------------------------------------------------------------
Telephone Utilities--0.3%
Choice One Communications, Inc.(1)                           700          2,450
- -------------------------------------------------------------------------------
Commonwealth Telephone Enterprises, Inc.(1)                  800         36,400
- -------------------------------------------------------------------------------
Next Level Communications, Inc.(1)                         3,100         10,385
                                                                       --------
                                                                         49,235
- -------------------------------------------------------------------------------
Telecommunications: Wireless--0.8%
AirGate PCS, Inc.(1)                                         400         18,220
- -------------------------------------------------------------------------------
Dobson Communications Corp., Cl. A(1)                        800          6,832
- -------------------------------------------------------------------------------
Optical Communication Products, Inc.(1)                    3,200         12,608
- -------------------------------------------------------------------------------
SBA Communications Corp.(1)                                2,300         29,946
- -------------------------------------------------------------------------------
Spectrasite Holdings, Inc.(1)                              6,700         24,053
- -------------------------------------------------------------------------------
UbiquiTel, Inc.(1)                                         3,700         27,565
- -------------------------------------------------------------------------------
Williams Communications Group, Inc.(1)                    14,100         33,135
- -------------------------------------------------------------------------------
Wireless Facilities, Inc.(1)                                 200          1,346
                                                                       --------
                                                                        153,705
- -------------------------------------------------------------------------------
Consumer Cyclicals--17.8%
- -------------------------------------------------------------------------------
Autos & Housing--5.9%
Advance Auto Parts, Inc.(1)                                  363         18,059
- -------------------------------------------------------------------------------
Aftermarket Technology Corp.(1)                            2,100         34,020
- -------------------------------------------------------------------------------
Apogee Enterprises, Inc.                                   1,300         20,566
- -------------------------------------------------------------------------------
Applica, Inc.(1)                                           2,700         24,327
- -------------------------------------------------------------------------------
ArvinMeritor, Inc.                                           800         15,712
- -------------------------------------------------------------------------------
Bandag, Inc.                                                 200          6,952
- -------------------------------------------------------------------------------
Beazer Homes USA, Inc.(1)                                    300         21,951
- -------------------------------------------------------------------------------
Borg-Warner Automotive, Inc.                                 400         20,900
- -------------------------------------------------------------------------------
Building Materials Holding Corp.(1)                        2,000         21,700
- -------------------------------------------------------------------------------
Champion Enterprises, Inc.(1)                                700          8,617
- -------------------------------------------------------------------------------
Cooper Tire & Rubber Co.                                     700         11,172
- -------------------------------------------------------------------------------
Copart, Inc.(1)                                              300         10,911
- -------------------------------------------------------------------------------
Dal-Tile International, Inc.(1)                            1,600         37,200
- -------------------------------------------------------------------------------
Direct Focus, Inc.(1)                                      1,500         46,800
- -------------------------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc.(1)                   1,900         29,450
- -------------------------------------------------------------------------------
Dura Automotive Systems, Inc.(1)                           1,200         13,200
- -------------------------------------------------------------------------------
Elcor Corp.                                                1,500         41,685
- -------------------------------------------------------------------------------
Florida Rock Industries, Inc.                                700         25,606
- -------------------------------------------------------------------------------
Gardner Denver, Inc.(1)                                    1,100         24,552


                   Oppenheimer Main Street Small Cap Fund/VA                  9


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Autos & Housing  (continued)
Group 1 Automotive, Inc.(1)                                  900     $   25,659
- -------------------------------------------------------------------------------
Harman International Industries, Inc.                        400         18,040
- -------------------------------------------------------------------------------
Hovnanian Enterprises, Inc., Cl. A(1)                        100          2,128
- -------------------------------------------------------------------------------
Hughes Supply, Inc.                                        1,000         30,870
- -------------------------------------------------------------------------------
Kennametal, Inc.                                             700         28,189
- -------------------------------------------------------------------------------
Lancaster Colony Corp.                                       300         10,653
- -------------------------------------------------------------------------------
Lear Corp.(1)                                                700         26,698
- -------------------------------------------------------------------------------
M.D.C. Holdings, Inc.                                        990         37,412
- -------------------------------------------------------------------------------
M/I Schottenstein Homes, Inc.                                100          4,977
- -------------------------------------------------------------------------------
Meritage Corp.(1)                                            300         15,390
- -------------------------------------------------------------------------------
Pep Boys--Manny, Moe & Jack                                1,000         17,150
- -------------------------------------------------------------------------------
Polaris Industries, Inc.                                     500         28,875
- -------------------------------------------------------------------------------
Recoton Corp.(1)                                           1,300         17,680
- -------------------------------------------------------------------------------
Ryland Group, Inc. (The)                                     200         14,640
- -------------------------------------------------------------------------------
Salton, Inc.(1)                                              500          9,440
- -------------------------------------------------------------------------------
Schuler Homes, Inc.(1)                                       500          9,925
- -------------------------------------------------------------------------------
Sonic Automotive, Inc.(1)                                    900         21,096
- -------------------------------------------------------------------------------
Standard Pacific Corp.                                     1,100         26,752
- -------------------------------------------------------------------------------
Sturm, Ruger & Co., Inc.                                   2,500         29,950
- -------------------------------------------------------------------------------
Superior Industries International, Inc.                      500         20,125
- -------------------------------------------------------------------------------
TBC Corp.(1)                                               1,900         25,441
- -------------------------------------------------------------------------------
Texas Industries, Inc.                                       700         25,830
- -------------------------------------------------------------------------------
Thor Industries, Inc.                                        200          7,410
- -------------------------------------------------------------------------------
Toll Brothers, Inc.(1)                                       200          8,780
- -------------------------------------------------------------------------------
Toro Co. (The)                                               800         36,000
- -------------------------------------------------------------------------------
Tower Automotive, Inc.(1)                                  4,000         36,120
- -------------------------------------------------------------------------------
Trex Co., Inc.(1)                                            300          5,697
- -------------------------------------------------------------------------------
United Auto Group, Inc.(1)                                   400         10,324
- -------------------------------------------------------------------------------
Universal Forest Products, Inc.                            1,800         37,674
- -------------------------------------------------------------------------------
Visteon Corp.                                              2,300         34,592
- -------------------------------------------------------------------------------
Watsco, Inc.                                                 400          5,680
- -------------------------------------------------------------------------------
York International Corp.                                   1,000         38,130
                                                                     ----------
                                                                      1,100,707
- -------------------------------------------------------------------------------
Consumer Services--1.6%
Advo, Inc.(1)                                                600         25,800
- -------------------------------------------------------------------------------
AmeriPath, Inc.(1)                                           900         29,034
- -------------------------------------------------------------------------------
Arbitron, Inc.(1)                                          1,200         40,980
- -------------------------------------------------------------------------------
Boron, LePore & Associates, Inc.(1)                        2,700         37,233
- -------------------------------------------------------------------------------
Cendant Corp.(1)                                           1,593         31,239
- -------------------------------------------------------------------------------
Cornell Corrections, Inc.(1)                                 300          5,295
- -------------------------------------------------------------------------------
FTI Consulting, Inc.                                         800         26,240
- -------------------------------------------------------------------------------
infoUSA, Inc.(1)                                             100            694


                 Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                          Shares   See Note 1
- -------------------------------------------------------------------------------

Consumer Services  (continued)
Korn/Ferry International                                     400       $  4,260
- -------------------------------------------------------------------------------
Midas, Inc.                                                  300          3,450
- -------------------------------------------------------------------------------
ProBusiness Services, Inc.(1)                                100          1,880
- -------------------------------------------------------------------------------
Rent-A-Center, Inc.(1)                                       500         16,785
- -------------------------------------------------------------------------------
Rightchoice Managed Care, Inc.(1)                            200         13,998
- -------------------------------------------------------------------------------
Steiner Leisure Ltd.(1)                                      700         14,875
- -------------------------------------------------------------------------------
Stewart Enterprises, Inc.(1)                               1,600          9,584
- -------------------------------------------------------------------------------
Travelocity.com, Inc.(1)                                   1,400         40,194
                                                                       --------
                                                                        301,541
- -------------------------------------------------------------------------------
Leisure & Entertainment--2.4%
Action Performance Cos., Inc.(1)                           1,300         39,793
- -------------------------------------------------------------------------------
Alliance Gaming Corp.(1)                                   1,100         32,329
- -------------------------------------------------------------------------------
Ameristar Casinos, Inc.(1)                                 1,800         45,090
- -------------------------------------------------------------------------------
Arctic Cat, Inc.                                           1,600         27,200
- -------------------------------------------------------------------------------
Argosy Gaming Co.(1)                                         600         19,512
- -------------------------------------------------------------------------------
Boyd Gaming Corp.(1)                                       2,500         16,250
- -------------------------------------------------------------------------------
Callaway Golf Co.                                            500          9,575
- -------------------------------------------------------------------------------
Choice Hotels International, Inc.(1)                       1,400         31,010
- -------------------------------------------------------------------------------
Extended Stay America, Inc.(1)                               900         14,760
- -------------------------------------------------------------------------------
JAKKS Pacific, Inc.(1)                                     1,800         34,110
- -------------------------------------------------------------------------------
Mandalay Resort Group(1)                                   1,700         36,380
- -------------------------------------------------------------------------------
MTR Gaming Group, Inc.(1)                                  2,800         44,800
- -------------------------------------------------------------------------------
Pegasus Solutions, Inc.(1)                                   300          4,260
- -------------------------------------------------------------------------------
Prime Hospitality Corp.(1)                                 1,000         11,050
- -------------------------------------------------------------------------------
Shuffle Master, Inc.(1)                                    1,500         23,505
- -------------------------------------------------------------------------------
Spherion Corp.(1)                                          2,400         23,424
- -------------------------------------------------------------------------------
West Marine, Inc.(1)                                       2,200         32,318
                                                                       --------
                                                                        445,366
- -------------------------------------------------------------------------------
Media--0.8%
Banta Corp.                                                  400         11,808
- -------------------------------------------------------------------------------
Consolidated Graphics, Inc.(1)                               700         13,475
- -------------------------------------------------------------------------------
Entravision Communications Corp.(1)                          400          4,780
- -------------------------------------------------------------------------------
Harland (John H.) Co.                                        700         15,470
- -------------------------------------------------------------------------------
Hollinger International, Inc.                                100          1,170
- -------------------------------------------------------------------------------
Imagistics International, Inc.                             2,900         35,815
- -------------------------------------------------------------------------------
Journal Register Co.(1)                                      100          2,104
- -------------------------------------------------------------------------------
Kadant, Inc.(1)                                              400          5,800
- -------------------------------------------------------------------------------
Media General, Inc., Cl. A                                   100          4,983
- -------------------------------------------------------------------------------
NetRatings, Inc.(1)                                          800         12,544
- -------------------------------------------------------------------------------
PRIMEDIA, Inc.(1)                                          7,500         32,625
- -------------------------------------------------------------------------------
R.H. Donnelley Corp.(1)                                      400         11,620
                                                                       --------
                                                                        152,194


                   Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Retail: General--0.4%
A.C. Moore Arts & Crafts, Inc.(1)                            400        $11,800
- -------------------------------------------------------------------------------
Saks, Inc.(1)                                              2,600         24,284
- -------------------------------------------------------------------------------
Tuesday Morning Corp.(1)                                   1,600         28,944
- -------------------------------------------------------------------------------
Value City Department Stores, Inc.(1)                        600          2,820
                                                                        -------
                                                                         67,848
- -------------------------------------------------------------------------------
Retail: Specialty--5.0%
1-800 CONTACTS, Inc.(1)                                    1,000         12,440
- -------------------------------------------------------------------------------
American Eagle Outfitters, Inc.(1)                           600         15,702
- -------------------------------------------------------------------------------
American Greetings Corp., Cl. A                            2,200         30,316
- -------------------------------------------------------------------------------
Big Lots, Inc.                                             2,800         29,120
- -------------------------------------------------------------------------------
Borders Group, Inc.(1)                                       600         11,904
- -------------------------------------------------------------------------------
Buckle, Inc. (The)(1)                                        400          8,920
- -------------------------------------------------------------------------------
Burlington Coat Factory Warehouse Corp.                    1,200         20,160
- -------------------------------------------------------------------------------
Cash America International, Inc.                           3,800         32,300
- -------------------------------------------------------------------------------
Cato Corp., Cl. A                                            700         13,230
- -------------------------------------------------------------------------------
Children's Place Retail Stores, Inc.(1)                    1,000         27,150
- -------------------------------------------------------------------------------
Circuit City Stores, Inc./CarMax Group(1)                  2,200         50,028
- -------------------------------------------------------------------------------
CSK Auto Corp.(1)                                          1,200         11,940
- -------------------------------------------------------------------------------
dELIA(*)s Corp., Cl. A(1)                                    100            620
- -------------------------------------------------------------------------------
Department 56, Inc.(1)                                       500          4,300
- -------------------------------------------------------------------------------
Electronics Boutique Holdings Corp.(1)                       200          7,988
- -------------------------------------------------------------------------------
Factory 2-U Stores, Inc.(1)                                  500         10,020
- -------------------------------------------------------------------------------
Finish Line, Inc., Cl. A(1)                                1,200         18,348
- -------------------------------------------------------------------------------
Fossil, Inc.(1)                                              800         16,800
- -------------------------------------------------------------------------------
G & K Services, Inc., Cl. A                                  900         29,070
- -------------------------------------------------------------------------------
Galyan's Trading Co.(1)                                      700          9,968
- -------------------------------------------------------------------------------
Genesco, Inc.(1)                                             300          6,228
- -------------------------------------------------------------------------------
Gymboree Corp.(1)                                          3,500         41,755
- -------------------------------------------------------------------------------
Helen of Troy Ltd.(1)                                      2,300         28,543
- -------------------------------------------------------------------------------
Insight Enterprises, Inc.(1)                               1,100         27,060
- -------------------------------------------------------------------------------
MCSi, Inc.(1)                                                500         11,725
- -------------------------------------------------------------------------------
Men's Wearhouse, Inc. (The)(1)                               900         18,585
- -------------------------------------------------------------------------------
Michaels Stores, Inc.(1)                                     800         26,360
- -------------------------------------------------------------------------------
Movado Group, Inc.                                           200          3,840
- -------------------------------------------------------------------------------
Movie Gallery, Inc.(1)                                     1,350         32,886
- -------------------------------------------------------------------------------
O'Reilly Automotive, Inc.(1)                                 500         18,235
- -------------------------------------------------------------------------------
OfficeMax, Inc.(1)                                         4,100         18,450
- -------------------------------------------------------------------------------
PC Connection, Inc.(1)                                       300          4,449
- -------------------------------------------------------------------------------
PetsMart, Inc.(1)                                            600          5,904
- -------------------------------------------------------------------------------
Reebok International Ltd.(1)                               1,000         26,500
- -------------------------------------------------------------------------------
Regis Corp. of Minnesota                                     900         23,202
- -------------------------------------------------------------------------------
Rex Stores Corp.(1)                                          600         16,812
- -------------------------------------------------------------------------------
Ross Stores, Inc.                                            900         28,872
- -------------------------------------------------------------------------------
School Specialty, Inc.(1)                                  1,300         29,744


                 Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Retail: Specialty  (continued)
Smart & Final, Inc.(1)                                       400       $  4,176
- -------------------------------------------------------------------------------
Spiegel, Inc., Cl. A                                         300          1,365
- -------------------------------------------------------------------------------
Sports Authority, Inc. (The)(1)                            3,900         22,230
- -------------------------------------------------------------------------------
Stride Rite Corp.                                          1,900         12,445
- -------------------------------------------------------------------------------
Timberland Co., Cl. A(1)                                     300         11,124
- -------------------------------------------------------------------------------
Tractor Supply Co.(1)                                      1,500         51,120
- -------------------------------------------------------------------------------
Trans World Entertainment Corp.(1)                         2,100         15,960
- -------------------------------------------------------------------------------
Ultimate Electronics, Inc.(1)                                100          3,000
- -------------------------------------------------------------------------------
UniFirst Corp.                                             1,600         36,080
- -------------------------------------------------------------------------------
Urban Outfitters, Inc.(1)                                    600         14,472
- -------------------------------------------------------------------------------
Wet Seal, Inc., Cl. A(1)                                   1,100         25,905
- -------------------------------------------------------------------------------
Wolverine World Wide, Inc.                                   400          6,020
                                                                       --------
                                                                        933,371
- -------------------------------------------------------------------------------
Textile, Apparel & Home Furnishings--1.7%
bebe stores, inc.(1)                                       1,400         26,124
- -------------------------------------------------------------------------------
Deb Shops, Inc.                                            1,700         41,225
- -------------------------------------------------------------------------------
Gildan Activewear, Inc., Cl. A                               200          2,868
- -------------------------------------------------------------------------------
Hancock Fabrics, Inc.                                      2,600         34,190
- -------------------------------------------------------------------------------
K-Swiss, Inc., Cl. A                                         500         16,625
- -------------------------------------------------------------------------------
Kenneth Cole Productions, Inc., Cl. A(1)                   1,700         30,090
- -------------------------------------------------------------------------------
Maxwell Shoe Co., Inc.(1)                                  1,800         25,380
- -------------------------------------------------------------------------------
Mohawk Industries, Inc.(1)                                   800         43,904
- -------------------------------------------------------------------------------
OshKosh B'Gosh, Inc., Cl. A                                  200          8,388
- -------------------------------------------------------------------------------
Quaker Fabric Corp.(1)                                     2,900         24,099
- -------------------------------------------------------------------------------
Quicksilver, Inc.(1)                                       2,000         34,400
- -------------------------------------------------------------------------------
Steven Madden Ltd.(1)                                        700          9,849
- -------------------------------------------------------------------------------
Too, Inc.(1)                                                 300          8,250
- -------------------------------------------------------------------------------
Vans, Inc.(1)                                              1,100         14,014
                                                                       --------
                                                                        319,406
- -------------------------------------------------------------------------------
Consumer Staples--6.5%
- -------------------------------------------------------------------------------
Beverages--0.4%
Boston Beer Co., Inc., Cl. A(1)                            2,400         41,160
- -------------------------------------------------------------------------------
Cott Corp.                                                 1,700         27,030
- -------------------------------------------------------------------------------
Mondavi, Robert Corp. (The), Cl. A(1)                        100          3,800
                                                                       --------
                                                                         71,990
- -------------------------------------------------------------------------------
Broadcasting--0.8%
Crown Media Holdings, Inc., Cl. A(1)                       1,300         14,677
- -------------------------------------------------------------------------------
Cumulus Media, Inc., Cl. A(1)                                100          1,618
- -------------------------------------------------------------------------------
Gaiam, Inc.(1)                                               900         19,620
- -------------------------------------------------------------------------------
Insight Communications Co., Inc.(1)                          400          9,664
- -------------------------------------------------------------------------------
Pegasus Communications Corp.(1)                            3,300         34,353
- -------------------------------------------------------------------------------
Saga Communications, Inc., Cl. A(1)                          900         18,630
- -------------------------------------------------------------------------------
Spanish Broadcasting System, Inc., Cl. A(1)                2,200         21,758
- -------------------------------------------------------------------------------
TiVo, Inc.(1)                                              3,700         24,235
                                                                       --------
                                                                        144,555


                   Oppenheimer Main Street Small Cap Fund/VA                 13


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Education--0.2%
DigitalThink, Inc.(1)                                        100       $  1,080
- -------------------------------------------------------------------------------
Learning Tree International, Inc.(1)                         600         16,740
- -------------------------------------------------------------------------------
PLATO Learning, Inc.(1)                                    1,366         22,689
                                                                       --------
                                                                         40,509
- -------------------------------------------------------------------------------
Entertainment--2.4%
3DO Co. (The)(1)                                             300            624
- -------------------------------------------------------------------------------
AFC Enterprises, Inc.(1)                                     400         11,356
- -------------------------------------------------------------------------------
AMC Entertainment, Inc.(1)                                 3,100         37,200
- -------------------------------------------------------------------------------
Applebee's International, Inc.                               300         10,260
- -------------------------------------------------------------------------------
Aztar Corp.(1)                                               700         12,810
- -------------------------------------------------------------------------------
Bob Evans Farms, Inc.                                        200          4,914
- -------------------------------------------------------------------------------
CBRL Group, Inc.                                             700         20,608
- -------------------------------------------------------------------------------
Hollywood Entertainment Corp.(1)                           2,500         35,725
- -------------------------------------------------------------------------------
IHOP Corp.(1)                                                800         23,440
- -------------------------------------------------------------------------------
Landry's Restaurants, Inc.                                 2,100         39,165
- -------------------------------------------------------------------------------
LodgeNet Entertainment Corp.(1)                            1,200         20,508
- -------------------------------------------------------------------------------
Lone Star Steakhouse & Saloon, Inc.                        2,400         35,592
- -------------------------------------------------------------------------------
P.F. Chang's China Bistro, Inc.(1)                           100          4,730
- -------------------------------------------------------------------------------
Pixar, Inc.(1)                                             1,000         35,960
- -------------------------------------------------------------------------------
Ruby Tuesday, Inc.                                         2,300         47,449
- -------------------------------------------------------------------------------
Ryan's Family Steak Houses, Inc.(1)                        2,200         47,630
- -------------------------------------------------------------------------------
Steak n Shake Co. (The)(1)                                 1,400         15,456
- -------------------------------------------------------------------------------
THQ, Inc.(1)                                                 100          4,847
- -------------------------------------------------------------------------------
Topps Co., Inc. (The)(1)                                   2,700         32,805
                                                                       --------
                                                                        441,079
- -------------------------------------------------------------------------------
Food--1.3%
Del Monte Foods Co.(1)                                       300          2,553
- -------------------------------------------------------------------------------
Dole Food Co., Inc.                                        1,400         37,562
- -------------------------------------------------------------------------------
Fresh Del Monte Produce, Inc.(1)                           2,700         40,635
- -------------------------------------------------------------------------------
Green Mountain Coffee, Inc.(1)                             1,100         30,129
- -------------------------------------------------------------------------------
J & J Snack Foods Corp.(1)                                   600         14,670
- -------------------------------------------------------------------------------
Lance, Inc.                                                2,200         31,438
- -------------------------------------------------------------------------------
Nash Finch Co.                                               200          6,220
- -------------------------------------------------------------------------------
Nature's Sunshine Products, Inc.                           1,800         21,132
- -------------------------------------------------------------------------------
NBTY, Inc.(1)                                                400          4,680
- -------------------------------------------------------------------------------
Ralcorp Holdings, Inc.(1)                                  1,000         22,700
- -------------------------------------------------------------------------------
Sanderson Farms, Inc.                                      1,000         21,350
- -------------------------------------------------------------------------------
Tasty Baking Co.                                             200          3,540
- -------------------------------------------------------------------------------
Triarc Cos.(1)                                               400          9,720
                                                                       --------
                                                                        246,329


                 Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Food & Drug Retailers--0.4%
Duane Reade, Inc.(1)                                         200       $  6,070
- -------------------------------------------------------------------------------
Fleming Cos., Inc.                                         1,500         27,750
- -------------------------------------------------------------------------------
Great Atlantic & Pacific Tea Co., Inc. (The)(1)              200          4,756
- -------------------------------------------------------------------------------
Spartan Stores, Inc.(1)                                    1,100         13,156
- -------------------------------------------------------------------------------
United Natural Foods, Inc.(1)                              1,000         25,000
                                                                       --------
                                                                         76,732
- -------------------------------------------------------------------------------
Household Goods--0.7%
Dial Corp. (The)                                           2,100         36,015
- -------------------------------------------------------------------------------
Nu Skin Asia Pacific, Inc., Cl. A                          3,900         34,125
- -------------------------------------------------------------------------------
Revlon, Inc., Cl. A(1)                                     3,000         19,980
- -------------------------------------------------------------------------------
Schweitzer-Mauduit International, Inc.                     1,300         30,875
- -------------------------------------------------------------------------------
Tupperware Corp.                                             300          5,775
                                                                       --------
                                                                        126,770
- -------------------------------------------------------------------------------
Tobacco--0.3%
DIMON, Inc.                                                3,600         25,920
- -------------------------------------------------------------------------------
Standard Commercial Corp.                                  1,500         24,750
                                                                       --------
                                                                         50,670
- -------------------------------------------------------------------------------
Energy--6.1%
- -------------------------------------------------------------------------------
Energy Services--2.9%
Active Power, Inc.(1)                                      2,600         17,680
- -------------------------------------------------------------------------------
Arch Coal, Inc.                                            1,700         38,590
- -------------------------------------------------------------------------------
Cal Dive International, Inc.(1)                              600         14,808
- -------------------------------------------------------------------------------
Carbo Ceramics, Inc.                                         400         15,664
- -------------------------------------------------------------------------------
Core Laboratories NV(1)                                      500          7,010
- -------------------------------------------------------------------------------
Ensign Resource Service Group, Inc.                        2,600         21,744
- -------------------------------------------------------------------------------
Global Industries Ltd.(1)                                  4,000         35,600
- -------------------------------------------------------------------------------
Grant Prideco, Inc.(1)                                     4,200         48,300
- -------------------------------------------------------------------------------
Grey Wolf, Inc.(1)                                         9,300         27,621
- -------------------------------------------------------------------------------
Headwaters, Inc.(1)                                        2,500         28,650
- -------------------------------------------------------------------------------
Helmerich & Payne, Inc.                                    1,300         43,394
- -------------------------------------------------------------------------------
Horizon Offshore, Inc.(1)                                  1,600         12,064
- -------------------------------------------------------------------------------
Lufkin Industries, Inc.                                      400         10,720
- -------------------------------------------------------------------------------
Massey Energy Co.                                          1,800         37,314
- -------------------------------------------------------------------------------
Meridian Resource Corp. (The)(1)                           1,000          3,990
- -------------------------------------------------------------------------------
Oceaneering International, Inc.(1)                           600         13,272
- -------------------------------------------------------------------------------
Precision Drilling Corp.(1)                                1,400         36,148
- -------------------------------------------------------------------------------
Rowan Cos., Inc.(1)                                          700         13,559
- -------------------------------------------------------------------------------
Superior Energy Services, Inc.(1)                          1,500         12,975
- -------------------------------------------------------------------------------
Tesco Corp.(1)                                             1,000          8,294
- -------------------------------------------------------------------------------
Torch Offshore, Inc.(1)                                      600          3,600
- -------------------------------------------------------------------------------
Trican Well Service Ltd.(1)                                3,000         24,995
- -------------------------------------------------------------------------------
Trico Marine Services, Inc.(1)                             1,700         12,835
- -------------------------------------------------------------------------------
Varco International, Inc.(1)                               1,800         26,964
- -------------------------------------------------------------------------------
W-H Energy Services, Inc.(1)                                 900         17,145
                                                                       --------
                                                                        532,936


                   Oppenheimer Main Street Small Cap Fund/VA                 15


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Oil: Domestic--2.1%
Callon Petroleum Co.(1)                                    2,100       $ 14,385
- -------------------------------------------------------------------------------
Comstock Resources, Inc.(1)                                  500          3,500
- -------------------------------------------------------------------------------
Denbury Resources, Inc.(1)                                 1,700         12,427
- -------------------------------------------------------------------------------
Energy Partners Ltd.(1)                                      400          3,020
- -------------------------------------------------------------------------------
Frontier Oil Corp.                                         2,600         43,264
- -------------------------------------------------------------------------------
Holly Corp.                                                1,400         26,950
- -------------------------------------------------------------------------------
KCS Energy, Inc.(1)                                          200            624
- -------------------------------------------------------------------------------
OSCA, Inc.(1)                                              1,100         22,935
- -------------------------------------------------------------------------------
Pride International, Inc.(1)                               2,600         39,260
- -------------------------------------------------------------------------------
Quicksilver Resources, Inc.(1)                             2,000         38,100
- -------------------------------------------------------------------------------
Range Resources Corp.(1)                                   1,000          4,550
- -------------------------------------------------------------------------------
Seitel, Inc.(1)                                            1,200         16,320
- -------------------------------------------------------------------------------
Spinnaker Exploration Co.(1)                                 300         12,348
- -------------------------------------------------------------------------------
Sunoco, Inc.                                                 800         29,872
- -------------------------------------------------------------------------------
Swift Energy Co.(1)                                        1,200         24,240
- -------------------------------------------------------------------------------
Ultramar Diamond Shamrock Corp.                            1,000         49,480
- -------------------------------------------------------------------------------
Unit Corp.(1)                                              2,200         28,380
- -------------------------------------------------------------------------------
Vintage Petroleum, Inc.                                    1,800         26,010
                                                                       --------
                                                                        395,665
- -------------------------------------------------------------------------------
Oil: International--1.1%
Baytex Energy Ltd.(1)                                     10,000         27,376
- -------------------------------------------------------------------------------
Canadian 88 Energy Corp.(1)                               11,000         12,404
- -------------------------------------------------------------------------------
Compton Petroleum Corp.(1)                                 8,000         21,049
- -------------------------------------------------------------------------------
Meota Resources Corp.(1)                                   9,800         20,137
- -------------------------------------------------------------------------------
Paramount Resources Ltd.(1)                                4,000         35,332
- -------------------------------------------------------------------------------
Penn West Petroleum Ltd.(1)                                  700         15,523
- -------------------------------------------------------------------------------
Purcell Energy Ltd.(1)                                     8,000         16,538
- -------------------------------------------------------------------------------
Rio Alto Exploration Ltd.(1)                               1,600         18,743
- -------------------------------------------------------------------------------
Ventus Energy Ltd.(1)                                     11,000         20,673
- -------------------------------------------------------------------------------
Vermilion Resources Ltd.(1)                                2,000         12,529
                                                                       --------
                                                                        200,304
- -------------------------------------------------------------------------------
Financial--14.5%
- -------------------------------------------------------------------------------
Banks--7.4%
1st Source Corp.                                           1,500         31,050
- -------------------------------------------------------------------------------
American Financial Holdings, Inc.                            400         10,164
- -------------------------------------------------------------------------------
American Home Mortgage Holdings, Inc.                      2,300         27,830
- -------------------------------------------------------------------------------
Arrow Financial Corp.                                        420         12,260
- -------------------------------------------------------------------------------
Astoria Financial Corp.                                    1,400         37,044
- -------------------------------------------------------------------------------
BancFirst Corp.                                              300         10,410
- -------------------------------------------------------------------------------
Banner Corp.                                                 500          8,455
- -------------------------------------------------------------------------------
Boston Private Financial Holdings, Inc.                      300          6,621
- -------------------------------------------------------------------------------
BSB Bancorp, Inc.                                            200          4,742
- -------------------------------------------------------------------------------
Citizens Banking Corp.                                       400         13,152


                 Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Banks  (continued)
Coastal Bancorp, Inc.                                        700        $20,230
- -------------------------------------------------------------------------------
Commercial Federal Corp.                                   1,300         30,550
- -------------------------------------------------------------------------------
Community Banks, Inc.                                        400         10,800
- -------------------------------------------------------------------------------
Community First Bankshares, Inc.                           1,000         25,690
- -------------------------------------------------------------------------------
Connecticut Bancshares, Inc.                                 900         23,265
- -------------------------------------------------------------------------------
CVB Financial Corp.                                          300          7,020
- -------------------------------------------------------------------------------
Dime Community Bancshares, Inc.                            1,450         40,687
- -------------------------------------------------------------------------------
Downey Financial Corp.                                       700         28,875
- -------------------------------------------------------------------------------
F.N.B. Corp.                                                 700         18,445
- -------------------------------------------------------------------------------
First BanCorp                                                600         17,100
- -------------------------------------------------------------------------------
First Commonwealth Financial Corp.                           400          4,608
- -------------------------------------------------------------------------------
First Federal Capital Corp.                                  800         12,560
- -------------------------------------------------------------------------------
First Financial Bankshares, Inc.                             200          6,020
- -------------------------------------------------------------------------------
First Indiana Corp.                                          700         15,337
- -------------------------------------------------------------------------------
First Midwest Bancorp, Inc.                                  450         13,135
- -------------------------------------------------------------------------------
First Place Financial Corp.                                  800         12,600
- -------------------------------------------------------------------------------
First Republic Bank(1)                                       400          9,660
- -------------------------------------------------------------------------------
First Sentinel Bancorp, Inc.                               3,900         48,828
- -------------------------------------------------------------------------------
Glacier Bancorp, Inc.                                      1,200         24,984
- -------------------------------------------------------------------------------
Harbor Florida Bancshares, Inc.                            2,700         45,900
- -------------------------------------------------------------------------------
Hibernia Corp., Cl. A                                      2,700         48,033
- -------------------------------------------------------------------------------
Hudson United Bancorp                                        100          2,870
- -------------------------------------------------------------------------------
Independence Community Bank Corp.                          2,100         47,796
- -------------------------------------------------------------------------------
Independent Bank Corp.--Massachusetts                      1,800         38,682
- -------------------------------------------------------------------------------
Independent Bank Corp.--Michigan                           1,090         30,302
- -------------------------------------------------------------------------------
International Bancshares Corp.                               500         21,075
- -------------------------------------------------------------------------------
Irwin Financial Corp.                                        500          8,500
- -------------------------------------------------------------------------------
Knight Trading Group, Inc.(1)                                800          8,816
- -------------------------------------------------------------------------------
MAF Bancorp, Inc.                                          1,500         44,250
- -------------------------------------------------------------------------------
Main Street Banks, Inc.                                      500          8,200
- -------------------------------------------------------------------------------
Mississippi Valley Bancshares, Inc.                          800         31,360
- -------------------------------------------------------------------------------
NBT Bancorp, Inc.                                            600          8,694
- -------------------------------------------------------------------------------
Net.B@nk, Inc.(1)                                            100          1,048
- -------------------------------------------------------------------------------
Old Second Bancorp, Inc.                                     200          7,884
- -------------------------------------------------------------------------------
Oriental Financial Group, Inc.                               300          5,580
- -------------------------------------------------------------------------------
Pacific Northwest Bancorp                                  2,500         51,150
- -------------------------------------------------------------------------------
PFF Bancorp, Inc.                                            900         24,840
- -------------------------------------------------------------------------------
Prosperity Bancshares, Inc.                                2,000         53,980
- -------------------------------------------------------------------------------
Provident Financial Group, Inc.                              400         10,512
- -------------------------------------------------------------------------------
Quaker City Bancorp, Inc.(1)                                 300          8,955
- -------------------------------------------------------------------------------
R & G Financial Corp., Cl. B                               1,800         30,852
- -------------------------------------------------------------------------------
Republic Bancorp, Inc.                                       510          7,064
- -------------------------------------------------------------------------------
Republic Bancorp, Inc., Cl. A                              1,100         14,839


                   Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Banks  (continued)
Roslyn Bancorp, Inc.                                       2,550     $   44,625
- -------------------------------------------------------------------------------
S&T Bancorp, Inc.                                          1,300         31,564
- -------------------------------------------------------------------------------
Sandy Spring Bancorp, Inc.                                 1,500         47,790
- -------------------------------------------------------------------------------
Seacoast Banking Corp. of Florida, Cl. A                     500         23,200
- -------------------------------------------------------------------------------
Seacoast Financial Services Corp.                          2,300         39,445
- -------------------------------------------------------------------------------
Second Bancorp, Inc.                                         700         15,127
- -------------------------------------------------------------------------------
South Financial Group, Inc. (The)                          1,200         21,300
- -------------------------------------------------------------------------------
St. Francis Capital Corp.                                    600         13,878
- -------------------------------------------------------------------------------
Staten Island Bancorp, Inc.                                  700         11,417
- -------------------------------------------------------------------------------
Umpqua Holdings Corp.                                        100          1,350
- -------------------------------------------------------------------------------
United National Bancorp                                      600         14,406
- -------------------------------------------------------------------------------
Waypoint Financial Corp.                                     400          6,032
- -------------------------------------------------------------------------------
WesBanco, Inc.                                               400          8,452
                                                                     ----------
                                                                      1,371,890
- -------------------------------------------------------------------------------
Diversified Financial--3.0%
Actrade Financial Technologies Ltd.(1)                     1,400         41,230
- -------------------------------------------------------------------------------
Affiliated Managers Group, Inc.(1)                           500         35,240
- -------------------------------------------------------------------------------
BancFirst Ohio Corp.                                         200          4,830
- -------------------------------------------------------------------------------
Centennial Bancorp                                         1,365         10,074
- -------------------------------------------------------------------------------
Credit Acceptance Corp.(1)                                 1,100          9,790
- -------------------------------------------------------------------------------
DiamondCluster International, Inc., A Shares(1)            2,900         37,990
- -------------------------------------------------------------------------------
Doral Financial Corp.                                        900         28,089
- -------------------------------------------------------------------------------
eFunds Corp.(1)                                            2,500         34,375
- -------------------------------------------------------------------------------
Federal Agricultural Mortgage Corp., Non-Vtg.(1)           1,100         44,550
- -------------------------------------------------------------------------------
Financial Federal Corp.(1)                                   300          9,375
- -------------------------------------------------------------------------------
First American Corp. (The)                                 1,000         18,740
- -------------------------------------------------------------------------------
Gabelli Asset Management, Inc.(1)                            500         21,600
- -------------------------------------------------------------------------------
Global Payments, Inc.                                        600         20,640
- -------------------------------------------------------------------------------
IBERIABANK Corp.                                             900         24,948
- -------------------------------------------------------------------------------
Interactive Data Corp.                                     2,300         32,522
- -------------------------------------------------------------------------------
Jefferies Group, Inc.                                        300         12,693
- -------------------------------------------------------------------------------
Jones Lang LaSalle, Inc.(1)                                  100          1,805
- -------------------------------------------------------------------------------
Ladenburg Thalmann Financial Services, Inc.(1)               144            125
- -------------------------------------------------------------------------------
Medallion Financial Corp.                                    300          2,370
- -------------------------------------------------------------------------------
MemberWorks, Inc.(1)                                       2,300         32,223
- -------------------------------------------------------------------------------
Metris Cos., Inc.                                          1,600         41,136
- -------------------------------------------------------------------------------
Mutual Risk Management Ltd.                                  400          2,920
- -------------------------------------------------------------------------------
NCO Group, Inc.(1)                                           900         20,610
- -------------------------------------------------------------------------------
Realty Income Corp.                                          100          2,940
- -------------------------------------------------------------------------------
Resource Bancshares Mortgage Group, Inc.                   3,800         43,548
- -------------------------------------------------------------------------------
Student Loan Corp. (The)                                     100          8,060
- -------------------------------------------------------------------------------
Trammell Crow Co.(1)                                         300          3,510


                 Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Diversified Financial  (continued)
WFS Financial, Inc.                                          400       $  9,604
- -------------------------------------------------------------------------------
World Acceptance Corp.(1)                                    300          2,190
- -------------------------------------------------------------------------------
Zenith National Insurance Corp.                              200          5,588
                                                                       --------
                                                                        563,315
- -------------------------------------------------------------------------------
Insurance--1.8%
Alfa Corp.                                                   600         13,464
- -------------------------------------------------------------------------------
AmerUs Group Co.                                           1,100         39,424
- -------------------------------------------------------------------------------
Commerce Group, Inc. (The)                                   600         22,614
- -------------------------------------------------------------------------------
Fremont General Corp.                                      5,100         39,882
- -------------------------------------------------------------------------------
LandAmerica Financial Group, Inc.                          1,100         31,570
- -------------------------------------------------------------------------------
Ohio Casualty Corp.(1)                                     2,400         38,520
- -------------------------------------------------------------------------------
Philadelphia Consolidated Holding Co.(1)                     600         22,626
- -------------------------------------------------------------------------------
Phoenix Cos., Inc. (The)(1)                                  400          7,400
- -------------------------------------------------------------------------------
Reinsurance Group of America, Inc.                           400         13,312
- -------------------------------------------------------------------------------
Stewart Information Services Corp.(1)                        800         15,800
- -------------------------------------------------------------------------------
Trenwick Group Ltd.                                        3,300         33,561
- -------------------------------------------------------------------------------
UICI(1)                                                    1,700         22,950
- -------------------------------------------------------------------------------
Vesta Insurance Group, Inc.                                4,600         36,800
                                                                       --------
                                                                        337,923
- -------------------------------------------------------------------------------
Real Estate Investment Trusts--0.2%
Indymac Mortgage Holdings, Inc.(1)                         1,300         30,394
- -------------------------------------------------------------------------------
Redwood Trust, Inc.                                          100          2,423
                                                                       --------
                                                                         32,817
- -------------------------------------------------------------------------------
Savings & Loans--2.1%
BankAtlantic Bancorp, Inc.                                 2,100         19,278
- -------------------------------------------------------------------------------
BankUnited Financial Corp., Cl. A(1)                       1,700         25,245
- -------------------------------------------------------------------------------
Bay View Capital Corp.(1)                                  2,200         16,126
- -------------------------------------------------------------------------------
CFS Bancorp, Inc.                                          1,000         14,350
- -------------------------------------------------------------------------------
Commonwealth Bancorp, Inc.                                 1,300         28,795
- -------------------------------------------------------------------------------
Fidelity Bankshares, Inc.                                  2,416         38,584
- -------------------------------------------------------------------------------
First Essex Bancorp, Inc.                                    500         14,090
- -------------------------------------------------------------------------------
First Financial Holdings, Inc.                             1,400         33,838
- -------------------------------------------------------------------------------
First Niagara Financial Group, Inc.                        1,300         21,879
- -------------------------------------------------------------------------------
Flagstar Bancorp, Inc.                                     1,650         33,215
- -------------------------------------------------------------------------------
Flushing Financial Corp.                                   1,050         18,690
- -------------------------------------------------------------------------------
Hudson River Bancorp, Inc.                                   800         17,520
- -------------------------------------------------------------------------------
Local Financial Corp.(1)                                   1,600         22,384
- -------------------------------------------------------------------------------
PennFed Financial Services, Inc.                             300          7,446
- -------------------------------------------------------------------------------
Port Financial Corp.                                         600         15,642
- -------------------------------------------------------------------------------
Troy Financial Corp.                                         800         19,840
- -------------------------------------------------------------------------------
Webster Financial Corp.                                    1,200         37,836
- -------------------------------------------------------------------------------
WSFS Financial Corp.                                         400          6,940
                                                                       --------
                                                                        391,698


                   Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Healthcare--13.0%
- -------------------------------------------------------------------------------
Healthcare/Drugs--6.8%
Aclara Biosciences, Inc.(1)                                1,200        $ 6,084
- -------------------------------------------------------------------------------
Advanced Tissue Sciences, Inc., Cl. A(1)                     200            872
- -------------------------------------------------------------------------------
Alkermes, Inc.(1)                                            500         13,180
- -------------------------------------------------------------------------------
American Medical Systems Holdings, Inc.(1)                 1,500         31,035
- -------------------------------------------------------------------------------
AMERIGROUP Corp.(1)                                          900         19,620
- -------------------------------------------------------------------------------
AMN Healthcare Services, Inc.(1)                             700         19,180
- -------------------------------------------------------------------------------
Arena Pharmaceuticals, Inc.(1)                             1,500         18,045
- -------------------------------------------------------------------------------
ARIAD Pharmaceuticals, Inc.(1)                             1,100          5,863
- -------------------------------------------------------------------------------
Array BioPharma, Inc.(1)                                   1,200         17,832
- -------------------------------------------------------------------------------
Atrix Laboratories, Inc.(1)                                  900         18,549
- -------------------------------------------------------------------------------
BioMarin Pharmaceutical, Inc.(1)                             500          6,720
- -------------------------------------------------------------------------------
BioTechnology General Corp.(1)                             1,700         13,991
- -------------------------------------------------------------------------------
Bruker AXS, Inc.(1)                                        1,600         10,464
- -------------------------------------------------------------------------------
CIMA Labs, Inc.(1)                                           500         18,075
- -------------------------------------------------------------------------------
Ciphergen Biosystems, Inc.(1)                                300          2,400
- -------------------------------------------------------------------------------
COR Therapeutics, Inc.(1)                                    900         21,537
- -------------------------------------------------------------------------------
Cubist Pharmaceuticals, Inc.(1)                              300         10,788
- -------------------------------------------------------------------------------
CV Therapeutics, Inc.(1)                                     400         20,808
- -------------------------------------------------------------------------------
Cygnus, Inc.(1)                                              100            525
- -------------------------------------------------------------------------------
deCODE genetics, Inc.(1)                                   2,400         23,520
- -------------------------------------------------------------------------------
Diagnostic Products Corp.                                    100          4,395
- -------------------------------------------------------------------------------
Exelixis, Inc.(1)                                          1,800         29,916
- -------------------------------------------------------------------------------
Genta, Inc.(1)                                             1,900         27,037
- -------------------------------------------------------------------------------
Genzyme Transgenics Corp.(1)                               1,400          8,148
- -------------------------------------------------------------------------------
Hyseq, Inc.(1)                                               600          4,632
- -------------------------------------------------------------------------------
Idexx Laboratories, Inc.(1)                                  900         25,659
- -------------------------------------------------------------------------------
ILEX Oncology, Inc.(1)                                       600         16,224
- -------------------------------------------------------------------------------
Impax Laboratories, Inc.(1)                                2,500         33,600
- -------------------------------------------------------------------------------
Incyte Pharmaceuticals, Inc.(1)                            1,500         29,160
- -------------------------------------------------------------------------------
Integra LifeSciences Holdings Corp.(1)                     1,000         26,340
- -------------------------------------------------------------------------------
Interneuron Pharmaceuticals, Inc.(1)                         800          8,872
- -------------------------------------------------------------------------------
Isis Pharmaceuticals, Inc.(1)                              1,900         42,161
- -------------------------------------------------------------------------------
K-V Pharmaceutical Co., Cl. A(1)                             300          8,850
- -------------------------------------------------------------------------------
Kos Pharmaceuticals, Inc.(1)                               1,000         34,600
- -------------------------------------------------------------------------------
LabOne, Inc.(1)                                              700         10,780
- -------------------------------------------------------------------------------
Ligand Pharmaceuticals, Inc., Cl. B(1)                     1,600         28,640
- -------------------------------------------------------------------------------
Lumenis Ltd.(1)                                            1,700         33,490
- -------------------------------------------------------------------------------
Luminex Corp.(1)                                             100          1,696
- -------------------------------------------------------------------------------
Martek Biosciences Corp.(1)                                  500         10,875
- -------------------------------------------------------------------------------
Matria Healthcare, Inc.(1)                                   100          3,463
- -------------------------------------------------------------------------------
Medicines Co. (The)(1)                                       500          5,795


                 Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Healthcare/Drugs  (continued)
Merit Medical Systems, Inc.(1)                               700     $   13,076
- -------------------------------------------------------------------------------
MGI Pharma, Inc.(1)                                          900         13,752
- -------------------------------------------------------------------------------
MIM Corp.(1)                                               3,300         58,740
- -------------------------------------------------------------------------------
Myriad Genetics, Inc.(1)                                     500         26,320
- -------------------------------------------------------------------------------
Nabi(1)                                                      700          7,224
- -------------------------------------------------------------------------------
NPS Pharmaceuticals, Inc.(1)                                 200          7,660
- -------------------------------------------------------------------------------
OraSure Technologies, Inc.(1)                                900         10,935
- -------------------------------------------------------------------------------
Orchid Biosciences, Inc.(1)                                3,000         16,500
- -------------------------------------------------------------------------------
Organogenesis, Inc.(1)                                       700          3,360
- -------------------------------------------------------------------------------
OSI Pharmaceuticals, Inc.(1)                                 200          9,148
- -------------------------------------------------------------------------------
PDI, Inc.(1)                                                 700         15,624
- -------------------------------------------------------------------------------
Penwest Pharmaceuticals Co.(1)                             1,200         24,060
- -------------------------------------------------------------------------------
Sangamo BioSciences, Inc.(1)                                 900          8,406
- -------------------------------------------------------------------------------
SangStat Medical Corp.(1)                                  1,900         37,316
- -------------------------------------------------------------------------------
Scios-Nova, Inc.(1)                                          500         11,885
- -------------------------------------------------------------------------------
Sequenom, Inc.(1)                                          3,100         33,077
- -------------------------------------------------------------------------------
Serologicals Corp.(1)                                      2,200         47,300
- -------------------------------------------------------------------------------
Sicor, Inc.(1)                                             1,900         29,792
- -------------------------------------------------------------------------------
Syncor International Corp.(1)                                200          5,728
- -------------------------------------------------------------------------------
Trimeris, Inc.(1)                                            400         17,988
- -------------------------------------------------------------------------------
Trizetto Group, Inc.(1)                                      100          1,312
- -------------------------------------------------------------------------------
Tularik, Inc.(1)                                             500         12,010
- -------------------------------------------------------------------------------
U.S. Physical Therapy, Inc.(1)                             3,000         48,480
- -------------------------------------------------------------------------------
V.I. Technologies, Inc.(1)                                 2,400         16,680
- -------------------------------------------------------------------------------
Vector Group Ltd.                                            415         13,633
- -------------------------------------------------------------------------------
Ventana Medical Systems, Inc.(1)                             600         13,572
- -------------------------------------------------------------------------------
ViroPharma, Inc.(1)                                          800         18,360
- -------------------------------------------------------------------------------
VitalWorks, Inc.(1)                                        2,300         12,995
- -------------------------------------------------------------------------------
West Pharmaceutical Services, Inc.                           600         15,960
- -------------------------------------------------------------------------------
XOMA Ltd.(1)                                               4,100         40,385
                                                                     ----------
                                                                      1,264,699
- -------------------------------------------------------------------------------
Healthcare/Supplies & Services--6.2%
Accredo Health, Inc.(1)                                      150          5,955
- -------------------------------------------------------------------------------
Alliance Imaging, Inc.(1)                                    900         10,980
- -------------------------------------------------------------------------------
American Healthways, Inc.(1)                               1,150         36,731
- -------------------------------------------------------------------------------
Beverly Enterprises, Inc.(1)                               4,900         42,140
- -------------------------------------------------------------------------------
Bioject Medical Technologies, Inc.(1)                        100          1,259
- -------------------------------------------------------------------------------
Cantel Medical Corp.                                       1,200         22,908
- -------------------------------------------------------------------------------
Caremark Rx, Inc.(1)                                       2,000         32,620
- -------------------------------------------------------------------------------
Centene Corp.(1)                                             500         10,975
- -------------------------------------------------------------------------------
Conceptus, Inc.                                              600         14,160
- -------------------------------------------------------------------------------
CONMED Corp.(1)                                            1,100         21,956


                   Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Healthcare/Supplies & Services  (continued)
CorVel Corp.(1)                                            1,200     $   39,300
- -------------------------------------------------------------------------------
Covance, Inc.(1)                                           1,800         40,860
- -------------------------------------------------------------------------------
D&K Healthcare Resources, Inc.                               700         39,865
- -------------------------------------------------------------------------------
DaVita, Inc.(1)                                              800         19,560
- -------------------------------------------------------------------------------
Dynacare, Inc.(1)                                          1,800         30,402
- -------------------------------------------------------------------------------
Dynacq International, Inc.(1)                              1,400         31,178
- -------------------------------------------------------------------------------
Endocare, Inc.(1)                                            600         10,758
- -------------------------------------------------------------------------------
Fischer Imaging Corp.(1)                                   1,800         21,672
- -------------------------------------------------------------------------------
Gene Logic, Inc.(1)                                        1,400         26,376
- -------------------------------------------------------------------------------
Gentiva Health Services, Inc.(1)                             300          6,585
- -------------------------------------------------------------------------------
Haemonetics Corp.(1)                                         700         23,744
- -------------------------------------------------------------------------------
ICU Medical, Inc.(1)                                         400         17,800
- -------------------------------------------------------------------------------
INAMED Corp.(1)                                              400         12,028
- -------------------------------------------------------------------------------
Kensey Nash Corp.(1)                                         800         14,400
- -------------------------------------------------------------------------------
Ladish Co., Inc.(1)                                        2,600         28,392
- -------------------------------------------------------------------------------
Landauer, Inc.                                               800         27,080
- -------------------------------------------------------------------------------
Manor Care, Inc.(1)                                        1,800         42,678
- -------------------------------------------------------------------------------
Med-Design Corp. (The)(1)                                    200          3,940
- -------------------------------------------------------------------------------
MedCath Corp.(1)                                             500          8,390
- -------------------------------------------------------------------------------
Medical Action Industries, Inc.(1)                         1,900         29,450
- -------------------------------------------------------------------------------
Mentor Corp.                                                 200          5,712
- -------------------------------------------------------------------------------
Mid Atlantic Medical Services, Inc.(1)                     1,600         36,320
- -------------------------------------------------------------------------------
Mine Safety Applicances Co.                                  300         12,045
- -------------------------------------------------------------------------------
NaPro BioTherapeutics, Inc.(1)                               300          3,420
- -------------------------------------------------------------------------------
Novoste Corp.(1)                                             200          1,748
- -------------------------------------------------------------------------------
Ocular Sciences, Inc.(1)                                   1,600         37,280
- -------------------------------------------------------------------------------
Option Care, Inc.(1)                                       1,800         35,190
- -------------------------------------------------------------------------------
Oxford Health Plans, Inc.(1)                                 900         27,126
- -------------------------------------------------------------------------------
PacifiCare Health Systems, Inc.(1)                         1,000         16,000
- -------------------------------------------------------------------------------
PSS World Medical, Inc.(1)                                 4,800         39,168
- -------------------------------------------------------------------------------
Schein (Henry), Inc.(1)                                      400         14,812
- -------------------------------------------------------------------------------
Sierra Health Services, Inc.(1)                            4,200         34,020
- -------------------------------------------------------------------------------
Sola International, Inc.(1)                                2,500         48,500
- -------------------------------------------------------------------------------
SRI/Surgical Express, Inc.(1)                                400          6,400
- -------------------------------------------------------------------------------
Steris Corp.(1)                                            1,700         31,059
- -------------------------------------------------------------------------------
Sunrise Assisted Living, Inc.(1)                             300          8,733
- -------------------------------------------------------------------------------
Theragenics Corp.(1)                                       2,600         25,636
- -------------------------------------------------------------------------------
Triad Hospitals, Inc.(1)                                     700         20,545
- -------------------------------------------------------------------------------
Unilab Corp.(1)                                              400         10,040
- -------------------------------------------------------------------------------
United Surgical Partners International, Inc.(1)            1,200         25,380
- -------------------------------------------------------------------------------
Urologix, Inc.(1)                                          1,000         20,050
- -------------------------------------------------------------------------------
VISX, Inc.(1)                                              1,200         15,900
                                                                     ----------
                                                                      1,149,226


                 Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Technology--21.2%
- -------------------------------------------------------------------------------
Computer Hardware--2.9%
Adaptec, Inc.(1)                                           2,100       $ 30,450
- -------------------------------------------------------------------------------
Avid Technology, Inc.(1)                                     100          1,215
- -------------------------------------------------------------------------------
Bell Microproducts, Inc.(1)                                  100          1,262
- -------------------------------------------------------------------------------
Echelon Corp.(1)                                           2,000         28,320
- -------------------------------------------------------------------------------
EMCORE Corp.(1)                                              600          8,070
- -------------------------------------------------------------------------------
Gerber Scientific, Inc.                                      600          5,580
- -------------------------------------------------------------------------------
Handspring, Inc.(1)                                        6,200         41,788
- -------------------------------------------------------------------------------
Imation Corp.(1)                                             600         12,948
- -------------------------------------------------------------------------------
Integral Systems, Inc.(1)                                    200          3,850
- -------------------------------------------------------------------------------
Intergraph Corp.(1)                                        3,000         41,220
- -------------------------------------------------------------------------------
Mentor Graphics Corp.(1)                                     600         14,142
- -------------------------------------------------------------------------------
Mercury Computer Systems, Inc.(1)                            600         23,466
- -------------------------------------------------------------------------------
Microtune, Inc.(1)                                         1,800         42,228
- -------------------------------------------------------------------------------
MTS Systems Corp.                                          2,700         27,297
- -------------------------------------------------------------------------------
Nassda Corp.(1)                                              300          6,747
- -------------------------------------------------------------------------------
Netsolve, Inc.(1)                                          3,300         34,650
- -------------------------------------------------------------------------------
Optimal Robotics Corp.(1)                                  1,200         42,540
- -------------------------------------------------------------------------------
Pinnacle Systems, Inc.(1)                                  1,200          9,528
- -------------------------------------------------------------------------------
Quantum Corp.-DLT & Storage Systems Group(1)               3,000         29,550
- -------------------------------------------------------------------------------
Radiant Systems, Inc.(1)                                     200          2,300
- -------------------------------------------------------------------------------
Read-Rite Corp.(1)                                         5,600         37,016
- -------------------------------------------------------------------------------
Silicon Graphics, Inc.(1)                                 16,800         35,280
- -------------------------------------------------------------------------------
Storage Technology Corp.(1)                                1,000         20,670
- -------------------------------------------------------------------------------
Stratos Lightwave, Inc.(1)                                 5,100         31,365
- -------------------------------------------------------------------------------
Synplicity, Inc.(1)                                          400          5,396
                                                                       --------
                                                                        536,878
- -------------------------------------------------------------------------------
Computer Services--3.3%
American Management Systems, Inc.(1)                         700         12,656
- -------------------------------------------------------------------------------
Art Technology Group, Inc.(1)                              9,000         31,320
- -------------------------------------------------------------------------------
Blue Martini Software, Inc.(1)                             5,900         17,759
- -------------------------------------------------------------------------------
C-COR.net Corp.(1)                                           100          1,457
- -------------------------------------------------------------------------------
Centillium Communications, Inc.(1)                         4,800         37,728
- -------------------------------------------------------------------------------
Crossroads Systems, Inc.(1)                                2,000          8,980
- -------------------------------------------------------------------------------
Digex, Inc.                                                4,700         14,053
- -------------------------------------------------------------------------------
Docent, Inc.(1)                                            1,000          3,170
- -------------------------------------------------------------------------------
FactSet Research Systems, Inc.                               600         20,970
- -------------------------------------------------------------------------------
FalconStor Software, Inc.(1)                                 300          2,718
- -------------------------------------------------------------------------------
First Consulting Group, Inc.(1)                            2,100         32,865
- -------------------------------------------------------------------------------
Foundry Networks, Inc.(1)                                  3,600         29,340


                   Oppenheimer Main Street Small Cap Fund/VA

Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Computer Services  (continued)
HomeStore.com, Inc.(1)                                     3,500       $ 10,080
- -------------------------------------------------------------------------------
I-many, Inc.(1)                                            3,300         31,845
- -------------------------------------------------------------------------------
Kronos, Inc.(1)                                              450         21,771
- -------------------------------------------------------------------------------
LogicVision, Inc.(1)                                       1,700         21,675
- -------------------------------------------------------------------------------
MedQuist, Inc.(1)                                            100          2,925
- -------------------------------------------------------------------------------
Moldflow Corp.(1)                                            300          4,296
- -------------------------------------------------------------------------------
Multilink Technology Corp.(1)                              1,000          6,480
- -------------------------------------------------------------------------------
Neoforma, Inc.(1)                                          1,100         32,065
- -------------------------------------------------------------------------------
NetScreen Technologies, Inc.(1)                              300          6,639
- -------------------------------------------------------------------------------
Openwave Systems, Inc.(1)                                  3,100         30,349
- -------------------------------------------------------------------------------
Overture Services, Inc.(1)                                 1,100         38,973
- -------------------------------------------------------------------------------
Priceline.com, Inc.(1)                                     1,400          8,148
- -------------------------------------------------------------------------------
Sonus Networks, Inc.(1)                                    6,400         29,568
- -------------------------------------------------------------------------------
Stamps.com, Inc.(1)                                        2,200          7,876
- -------------------------------------------------------------------------------
Tier Technologies, Inc., Cl. B(1)                          1,400         30,184
- -------------------------------------------------------------------------------
Tripos, Inc.(1)                                            2,000         38,200
- -------------------------------------------------------------------------------
VerticalNet, Inc.(1)                                       6,000          8,400
- -------------------------------------------------------------------------------
WatchGuard Technologies, Inc.(1)                             600          3,906
- -------------------------------------------------------------------------------
Websense, Inc.(1)                                          2,300         73,761
                                                                       --------
                                                                        620,157
- -------------------------------------------------------------------------------
Computer Software--7.2%
Acclaim Entertainment, Inc.(1)                             5,700         30,210
- -------------------------------------------------------------------------------
Actuate Corp.(1)                                           4,100         21,607
- -------------------------------------------------------------------------------
Ansoft Corp.(1)                                            3,200         46,720
- -------------------------------------------------------------------------------
ANSYS, Inc.(1)                                             1,900         46,835
- -------------------------------------------------------------------------------
AsiaInfo Holdings, Inc.(1)                                 1,100         19,162
- -------------------------------------------------------------------------------
Avant! Corp.(1)                                            1,600         32,784
- -------------------------------------------------------------------------------
Axcelis Technologies, Inc.(1)                              3,600         46,404
- -------------------------------------------------------------------------------
Borland Software Corp.(1)                                  2,000         31,320
- -------------------------------------------------------------------------------
CacheFlow, Inc.(1)                                         7,800         20,904
- -------------------------------------------------------------------------------
Catapult Communications Corp.(1)                           1,900         49,514
- -------------------------------------------------------------------------------
Centra Software, Inc.(1)                                     300          2,400
- -------------------------------------------------------------------------------
Concord Communications, Inc.(1)                              100          2,065
- -------------------------------------------------------------------------------
Covad Communications Group, Inc.(1)                        9,000         25,740
- -------------------------------------------------------------------------------
Descartes Systems Group, Inc. (The)(1)                     1,300          9,685
- -------------------------------------------------------------------------------
Digital River, Inc.(1)                                       800         12,736
- -------------------------------------------------------------------------------
Embarcadero Technologies, Inc.(1)                            200          4,840
- -------------------------------------------------------------------------------
EPIQ Systems, Inc.(1)                                      1,950         37,733
- -------------------------------------------------------------------------------
FileNet Corp.(1)                                             700         14,203
- -------------------------------------------------------------------------------
HPL Technologies, Inc.(1)                                  2,200         39,270
- -------------------------------------------------------------------------------
Hyperion Solutions Corp.(1)                                1,800         35,748


                 Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Computer Software  (continued)
IDX Systems Corp.(1)                                       1,400     $   18,214
- -------------------------------------------------------------------------------
Information Resources, Inc.(1)                               500          4,150
- -------------------------------------------------------------------------------
Innodata Corp.(1)                                          4,800         14,256
- -------------------------------------------------------------------------------
Kana Software, Inc.(1)                                       320          6,227
- -------------------------------------------------------------------------------
MatrixOne, Inc.(1)                                         3,500         45,465
- -------------------------------------------------------------------------------
McAfee.com Corp.(1)                                          600         20,346
- -------------------------------------------------------------------------------
McDATA Corp., Cl. B(1)                                     1,500         37,665
- -------------------------------------------------------------------------------
MetaSolv, Inc.(1)                                          1,600         12,575
- -------------------------------------------------------------------------------
Micromuse, Inc.(1)                                         2,600         39,000
- -------------------------------------------------------------------------------
MicroStrategy, Inc.(1)                                     3,900         15,015
- -------------------------------------------------------------------------------
MSC. Software Corp.(1)                                     2,100         32,760
- -------------------------------------------------------------------------------
Nuance Communications, Inc.(1)                             4,000         36,400
- -------------------------------------------------------------------------------
Numerical Technologies, Inc.(1)                            2,300         80,960
- -------------------------------------------------------------------------------
ONYX Software Corp.(1)                                     1,200          4,680
- -------------------------------------------------------------------------------
Open Text Corp.(1)                                         1,300         38,428
- -------------------------------------------------------------------------------
PEC Solutions, Inc.(1)                                       700         26,327
- -------------------------------------------------------------------------------
Portal Software, Inc.(1)                                   1,200          2,496
- -------------------------------------------------------------------------------
Pumatech, Inc.(1)                                          3,000          7,740
- -------------------------------------------------------------------------------
Register.com, Inc.(1)                                      1,600         18,400
- -------------------------------------------------------------------------------
Renaissance Learning, Inc.(1)                                600         18,282
- -------------------------------------------------------------------------------
Retek, Inc.(1)                                               700         20,909
- -------------------------------------------------------------------------------
Roxio, Inc.(1)                                             2,800         46,340
- -------------------------------------------------------------------------------
RSA Security, Inc.(1)                                      1,200         20,952
- -------------------------------------------------------------------------------
Saba Software, Inc.(1)                                       300          1,566
- -------------------------------------------------------------------------------
Schawk, Inc.                                               1,000         11,000
- -------------------------------------------------------------------------------
SeeBeyond Technology Corp.(1)                                400          3,880
- -------------------------------------------------------------------------------
Selectica, Inc.(1)                                         1,600          9,680
- -------------------------------------------------------------------------------
SERENA Software, Inc.(1)                                   1,300         28,262
- -------------------------------------------------------------------------------
SilverStream Software, Inc.(1)                             1,100          7,491
- -------------------------------------------------------------------------------
StorageNetworks, Inc.(1)                                   6,400         39,552
- -------------------------------------------------------------------------------
Support.com, Inc.(1)                                       2,000         12,540
- -------------------------------------------------------------------------------
Sybase, Inc.(1)                                            2,600         40,976
- -------------------------------------------------------------------------------
Syntel, Inc.(1)                                              800         10,344
- -------------------------------------------------------------------------------
Tumbleweed Communications Corp.(1)                         1,100          6,534
- -------------------------------------------------------------------------------
Ulticom, Inc.(1)                                           1,900         19,114
- -------------------------------------------------------------------------------
VA Software Corp.(1)                                       1,200          2,940
- -------------------------------------------------------------------------------
Vastera, Inc.(1)                                             100          1,661
- -------------------------------------------------------------------------------
Verity, Inc.(1)                                            1,800         36,450
- -------------------------------------------------------------------------------
Visual Networks, Inc.(1)                                   3,600         16,632
                                                                     ----------
                                                                      1,346,089


                   Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Communications Equipment--2.9%
Acterna Corp.(1)                                           3,400       $ 13,430
- -------------------------------------------------------------------------------
Allen Telecom, Inc.(1)                                       600          5,100
- -------------------------------------------------------------------------------
Aspect Communications Corp.(1)                               400          1,552
- -------------------------------------------------------------------------------
Audiovox Corp., Cl. A(1)                                     800          5,968
- -------------------------------------------------------------------------------
Avanex Corp.(1)                                            7,400         43,660
- -------------------------------------------------------------------------------
Avici Systems, Inc.(1)                                     9,300         27,063
- -------------------------------------------------------------------------------
Cable Design Technologies Corp.(1)                           200          2,736
- -------------------------------------------------------------------------------
Concurrent Computer Corp.(1)                                 600          8,910
- -------------------------------------------------------------------------------
Cosine Communications, Inc.(1)                             3,000          4,650
- -------------------------------------------------------------------------------
Ditech Communications Corp.(1)                               100            602
- -------------------------------------------------------------------------------
ESCO Technologies, Inc.(1)                                   700         24,143
- -------------------------------------------------------------------------------
Gentner Communications Corp.(1)                            1,700         28,356
- -------------------------------------------------------------------------------
Genuity, Inc.(1)                                           6,400         10,112
- -------------------------------------------------------------------------------
Harmonic, Inc.(1)                                          3,300         39,666
- -------------------------------------------------------------------------------
Inrange Technologies Corp., Cl. B(1)                       1,000         12,350
- -------------------------------------------------------------------------------
InteliData Technologies Corp.(1)                           1,500          4,245
- -------------------------------------------------------------------------------
Inter-Tel, Inc.                                            1,100         21,142
- -------------------------------------------------------------------------------
LeCroy Corp.(1)                                            1,800         32,760
- -------------------------------------------------------------------------------
Netopia, Inc.(1)                                           1,200          6,660
- -------------------------------------------------------------------------------
Netro Corp.(1)                                             1,400          5,138
- -------------------------------------------------------------------------------
New Focus, Inc.(1)                                         6,700         25,527
- -------------------------------------------------------------------------------
NICE Systems Ltd., Sponsored ADR(1)                          900         14,689
- -------------------------------------------------------------------------------
NMS Communications Corp.(1)                                3,200         15,424
- -------------------------------------------------------------------------------
NYFIX, Inc.(1)                                               300          6,006
- -------------------------------------------------------------------------------
Oplink Communications, Inc.(1)                             5,500         10,368
- -------------------------------------------------------------------------------
Performance Technologies, Inc.(1)                            300          3,996
- -------------------------------------------------------------------------------
Plantronics, Inc.(1)                                         600         15,384
- -------------------------------------------------------------------------------
Sirenza Microdevices, Inc.(1)                                100            609
- -------------------------------------------------------------------------------
SpectraLink Corp.(1)                                         900         15,417
- -------------------------------------------------------------------------------
SpeechWorks International, Inc.(1)                         3,500         39,375
- -------------------------------------------------------------------------------
Tellium, Inc.(1)                                           6,200         38,626
- -------------------------------------------------------------------------------
Universal Access Global Holdings, Inc.(1)                  3,800         17,822
- -------------------------------------------------------------------------------
UTStarcom, Inc.(1)                                         1,100         31,350
                                                                       --------
                                                                        532,836
- -------------------------------------------------------------------------------
Electronics--4.7%
ANADIGICS, Inc.(1)                                           800         12,200
- -------------------------------------------------------------------------------
Anaren Microwave, Inc.(1)                                    100          1,732
- -------------------------------------------------------------------------------
Bio-Rad Laboratories, Inc., Cl. A(1)                         600         37,980
- -------------------------------------------------------------------------------
Caliper Technologies Corp.(1)                              1,500         23,415
- -------------------------------------------------------------------------------
Checkpoint Systems, Inc.(1)                                2,600         34,840


                 Oppenheimer Main Street Small Cap Fund/VA

Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Electronics  (continued)
Cholestech Corp.(1)                                          300       $  5,943
- -------------------------------------------------------------------------------
Cognex Corp.(1)                                              800         20,488
- -------------------------------------------------------------------------------
Cymer, Inc.(1)                                               900         24,057
- -------------------------------------------------------------------------------
DDi Corp.(1)                                                 200          1,968
- -------------------------------------------------------------------------------
EDO Corp.                                                    500         13,225
- -------------------------------------------------------------------------------
Electro Scientific Industries, Inc.(1)                       300          9,003
- -------------------------------------------------------------------------------
Engineered Support Systems, Inc.                             800         27,368
- -------------------------------------------------------------------------------
FEI Co.(1)                                                 1,600         50,416
- -------------------------------------------------------------------------------
FLIR Systems, Inc.(1)                                      1,000         37,920
- -------------------------------------------------------------------------------
hi/fn, inc.(1)                                             1,100         15,917
- -------------------------------------------------------------------------------
Identix, Inc.(1)                                           1,400         20,426
- -------------------------------------------------------------------------------
Integrated Circuit Systems, Inc.(1)                        1,500         33,885
- -------------------------------------------------------------------------------
Integrated Silicon Solution, Inc.(1)                       1,800         22,032
- -------------------------------------------------------------------------------
InterTAN, Inc.(1)                                            900         11,304
- -------------------------------------------------------------------------------
Intuitive Surgical, Inc.(1)                                  600          6,018
- -------------------------------------------------------------------------------
Itron, Inc.(1)                                               900         27,270
- -------------------------------------------------------------------------------
Keithley Instruments, Inc.                                 1,400         23,660
- -------------------------------------------------------------------------------
MEMC Electronic Materials, Inc.(1)                           900          3,195
- -------------------------------------------------------------------------------
Merix Corp.(1)                                             1,500         25,875
- -------------------------------------------------------------------------------
Micro General Corp.                                        1,400         19,194
- -------------------------------------------------------------------------------
MIPS Technologies, Inc., Cl. A(1)                          2,600         22,464
- -------------------------------------------------------------------------------
Monolithic System Technology, Inc.(1)                      2,600         53,560
- -------------------------------------------------------------------------------
Nanometrics, Inc.(1)                                         300          5,820
- -------------------------------------------------------------------------------
PDF Solutions, Inc.(1)                                       800         16,800
- -------------------------------------------------------------------------------
Pericom Semiconductor Corp.(1)                               900         13,050
- -------------------------------------------------------------------------------
Pioneer-Standard Electronics, Inc.                           100          1,270
- -------------------------------------------------------------------------------
Possis Medical, Inc.(1)                                    1,500         26,130
- -------------------------------------------------------------------------------
Proxim, Inc.(1)                                              500          4,960
- -------------------------------------------------------------------------------
Rambus, Inc.(1)                                            4,800         38,352
- -------------------------------------------------------------------------------
Sage, Inc.(1)                                              1,900         70,433
- -------------------------------------------------------------------------------
SBS Technologies, Inc.(1)                                    400          5,828
- -------------------------------------------------------------------------------
Silicon Image, Inc.(1)                                       500          1,880
- -------------------------------------------------------------------------------
Transmeta Corp.(1)                                         3,300          7,557
- -------------------------------------------------------------------------------
TranSwitch Corp.(1)                                        1,500          6,750
- -------------------------------------------------------------------------------
TriQuint Semiconductor, Inc.(1)                            3,400         41,684
- -------------------------------------------------------------------------------
TTM Technologies, Inc.(1)                                    700          7,084
- -------------------------------------------------------------------------------
Ultratech Stepper, Inc.(1)                                 1,900         31,388
- -------------------------------------------------------------------------------
Vasomedical, Inc.(1)                                         200            740
- -------------------------------------------------------------------------------
White Electronic Designs Corp.(1)                            300          1,845
                                                                       --------
                                                                        866,926


                   Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                   Market Value
                                                           Shares  See Note 1
- -------------------------------------------------------------------------------

Photography--0.2%
Ikon Office Solutions, Inc.                                2,900       $ 33,901
- -------------------------------------------------------------------------------
Transportation--1.9%
- -------------------------------------------------------------------------------
Air Transportation--0.5%
AirTran Holdings, Inc.(1)                                  3,200         21,120
- -------------------------------------------------------------------------------
America West Holdings Corp., Cl. B(1)                      6,400         22,400
- -------------------------------------------------------------------------------
Continental Airlines, Inc., Cl. B(1)                         700         18,347
- -------------------------------------------------------------------------------
Mesa Air Group, Inc.(1)                                      300          2,256
- -------------------------------------------------------------------------------
Offshore Logistics, Inc.(1)                                  300          5,328
- -------------------------------------------------------------------------------
US Airways Group, Inc.(1)                                  5,100         32,334
                                                                       --------
                                                                        101,785
- -------------------------------------------------------------------------------
Railroads & Truckers--0.7%
Genesee & Wyoming, Inc., Cl. A(1)                          1,400         45,710
- -------------------------------------------------------------------------------
Heartland Express, Inc.(1)                                   800         22,216
- -------------------------------------------------------------------------------
Landstar System, Inc.(1)                                     200         14,502
- -------------------------------------------------------------------------------
Navistar International Corp.                                 500         19,750
- -------------------------------------------------------------------------------
RailAmerica, Inc.(1)                                       1,800         26,028
- -------------------------------------------------------------------------------
Werner Enterprises, Inc.                                     500         12,150
                                                                       --------
                                                                        140,356
- -------------------------------------------------------------------------------
Shipping--0.7%
Alexander & Baldwin, Inc.                                    100          2,670
- -------------------------------------------------------------------------------
Kirby Corp.(1)                                             1,200         33,060
- -------------------------------------------------------------------------------
Nordic American Tanker Shipping Ltd.                         100          1,385
- -------------------------------------------------------------------------------
OMI Corp.(1)                                               7,600         30,248
- -------------------------------------------------------------------------------
Overseas Shipholding Group, Inc.                           1,600         36,000
- -------------------------------------------------------------------------------
Stelmar Shipping Ltd.(1)                                   2,000         32,500
                                                                       --------
                                                                        135,863
- -------------------------------------------------------------------------------
Utilities--1.7%
- -------------------------------------------------------------------------------
Electric Utilities--1.1%
Avista Corp.                                               2,100         27,846
- -------------------------------------------------------------------------------
Black Hills Corp.                                          1,200         40,608
- -------------------------------------------------------------------------------
Covanta Energy Corp.(1)                                    2,500         11,300
- -------------------------------------------------------------------------------
DQE, Inc.                                                    400          7,572
- -------------------------------------------------------------------------------
El Paso Electric Co.(1)                                      800         11,600
- -------------------------------------------------------------------------------
Montana Power Co.(1)                                       4,600         26,450
- -------------------------------------------------------------------------------
New Jersey Resources Corp.                                   200          9,360
- -------------------------------------------------------------------------------
PNM Resources, Inc.                                          400         11,180
- -------------------------------------------------------------------------------
South Jersey Industries, Inc.                                500         16,300
- -------------------------------------------------------------------------------
UniSource Energy Corp.                                     2,500         45,475
                                                                       --------
                                                                        207,691


                 Oppenheimer Main Street Small Cap Fund/VA


Statement of Investments  (Continued)

                                                                                              Market Value
                                                                                   Shares     See Note 1
- ----------------------------------------------------------------------------------------------------------

Gas Utilities--0.6%
Cascade Natural Gas Corp.                                                               500    $    11,025
- ----------------------------------------------------------------------------------------------------------
Southwestern Energy Co.(1)                                                              400          4,160
- ----------------------------------------------------------------------------------------------------------
UGI Corp.                                                                             1,100         33,220
- ----------------------------------------------------------------------------------------------------------
Western Gas Resources, Inc.                                                           2,000         64,640
                                                                                               -----------
                                                                                                   113,045
                                                                                               -----------
Total Common Stocks (Cost $16,943,299)                                                          18,454,747
==========================================================================================================
Preferred Stocks--0.0%
- ----------------------------------------------------------------------------------------------------------
Astronics Corp., Cl. B(Cost $3,322)                                                     250          2,775

                                                                                   Principal
                                                                                   Amount
==========================================================================================================
Repurchase Agreements--4.1%
- ----------------------------------------------------------------------------------------------------------
Repurchase agreement with Banc One Capital Markets, Inc., 1.45%, dated 12/31/01,
to be repurchased at $753,061 on 1/2/02, collateralized by U.S. Treasury Nts.,
4.75%-7.875%, 2/28/02-11/15/08, with a value of $365,257 and U.S. Treasury Bonds,
7.25%-11.125%, 8/15/03-5/15/16, with a value of $403,765 (Cost $753,000)           $753,000        753,000
- ----------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $17,699,621)                                        103.2%    19,210,522
- ----------------------------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets                                                  (3.2)      (588,430)
                                                                                   --------    -----------
Net Assets                                                                            100.0%   $18,622,092
                                                                                   ========    ===========


1. Non-income-producing security.

See accompanying Notes to Financial Statements.

                   Oppenheimer Main Street Small Cap Fund/VA


Statement of Assets and Liabilities  December 31, 2001

==========================================================================================================

Assets
Investments, at value (cost $17,699,621)--see accompanying statement                           $19,210,522
- ----------------------------------------------------------------------------------------------------------
Cash                                                                                                25,784
- ----------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold                                                                                   194,428
Interest and dividends                                                                               6,983
Shares of beneficial interest sold                                                                   2,232
Other                                                                                                  788
                                                                                               -----------
Total assets                                                                                    19,440,737

==========================================================================================================
Liabilities
Unrealized depreciation on foreign currency contracts                                                  261
- ----------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased                                                                              776,698
Shares of beneficial interest redeemed                                                              17,280
Shareholder reports                                                                                 17,128
Trustees'compensation                                                                                  184
Distribution and service plan fees                                                                      17
Other                                                                                                7,077
                                                                                               -----------
Total liabilities                                                                                  818,645

==========================================================================================================
Net Assets                                                                                     $18,622,092
                                                                                               ===========
==========================================================================================================
Composition of Net Assets
Par value of shares of beneficial interest                                                     $     1,686
- ----------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                      20,188,215
- ----------------------------------------------------------------------------------------------------------
Accumulated net investment loss                                                                       (382)
- ----------------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments and foreign currency transactions           (3,078,227)
- ----------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments and translation of
assets and liabilities denominated in foreign currencies                                         1,510,800
                                                                                               -----------
Net Assets                                                                                     $18,622,092
                                                                                               ===========
==========================================================================================================
Net Asset Value Per Share
Non-Service shares:
Net asset value, redemption price per share and offering price per share (based on
net assets of $18,513,908 and 1,676,128 shares of beneficial interest outstanding)                  $11.05
- ----------------------------------------------------------------------------------------------------------
Service shares:
Net asset value, redemption price per share and offering price per share (based on
net assets of $108,184 and 9,788 shares of beneficial interest outstanding)                         $11.05


See accompanying Notes to Financial Statements.

                 Oppenheimer Main Street Small Cap Fund/VA


Statement of Operations  For the Year Ended December 31, 2001

=========================================================================================
Investment Income
Dividends (net of foreign withholding taxes of $220)                            $  92,255
- -----------------------------------------------------------------------------------------
Interest                                                                           67,473
                                                                                ---------
Total income                                                                      159,728
=========================================================================================
Expenses
Management fees                                                                   114,814
- -----------------------------------------------------------------------------------------
Distribution and service plan fees:
Service shares                                                                         17
- -----------------------------------------------------------------------------------------
Shareholder reports                                                                22,677
- -----------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                       8,203
- -----------------------------------------------------------------------------------------
Custodian fees and expenses                                                         4,912
- -----------------------------------------------------------------------------------------
Trustees'compensation                                                               2,600
- -----------------------------------------------------------------------------------------
Other                                                                               7,978
                                                                                ---------
Total expenses                                                                    161,201
Less reduction to custodian expenses                                                 (551)
                                                                                ---------
Net expenses                                                                      160,650
=========================================================================================
Net Investment Loss                                                                  (922)
=========================================================================================
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments                                                                      (263,208)
Foreign currency transactions                                                      (5,320)
                                                                                ---------
Net realized gain (loss)                                                         (268,528)
- -----------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments                                                                       374,323
Translation of assets and liabilities denominated in foreign currencies           (11,403)
                                                                                ---------
Net change                                                                        362,920
                                                                                ---------
Net realized and unrealized gain (loss)                                            94,392
=========================================================================================
Net Increase in Net Assets Resulting from Operations                            $  93,470
                                                                                =========


See accompanying Notes to Financial Statements.

                   Oppenheimer Main Street Small Cap Fund/VA


Statements of Changes in Net Assets

                                                                 Year Ended December 31,
                                                                 2001                2000
===============================================================================================

Operations
Net investment income (loss)                                     $      (922)       $   (36,566)
- -----------------------------------------------------------------------------------------------
Net realized gain (loss)                                            (268,528)        (2,795,826)
- -----------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                 362,920           (548,679)
                                                                 -----------        -----------
Net increase (decrease) in net assets resulting from operations       93,470         (3,381,071)
===============================================================================================
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares                                                        --           (478,809)
Service shares                                                            --                 --
===============================================================================================
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from
beneficial interest transactions:
Non-Service shares                                                 3,821,166         11,532,556
Service shares                                                       108,184                 --
===============================================================================================
Net Assets
Total increase                                                     4,022,820          7,672,676
- -----------------------------------------------------------------------------------------------
Beginning of period                                               14,599,272          6,926,596
                                                                 -----------        -----------
End of period (including accumulated net investment
loss of $382 for the year ended December 31,2001)                $18,622,092        $14,599,272
                                                                 ===========        ===========


See accompanying Notes to Financial Statements.

                 Oppenheimer Main Street Small Cap Fund/VA


Financial Highlights

                                                     Year Ended December 31,
Non-Service shares                                   2001       2000             1999          1998(1)
======================================================================================================

Per Share Operating Data
Net asset value, beginning of period                 $ 11.09    $ 14.07          $ 9.60        $ 10.00
- ------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                              --(2)    (.03)           (.02)          (.02)
Net realized and unrealized gain (loss)                 (.04)     (2.35)           4.49           (.38)
- ------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations          (.04)     (2.38)           4.47           (.40)
- ------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                      --       (.60)             --             --
- ------------------------------------------------------------------------------------------------------
Net asset value, end of period                       $ 11.05    $ 11.09          $14.07        $  9.60
                                                     =======    =======          ======        =======
======================================================================================================
Total Return, at Net Asset Value(3)                    (0.36)%   (18.34)%         46.56%         (4.00)%
======================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)             $18,514    $14,599          $6,927        $   994
- ------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                    $15,307    $12,576          $2,738        $   441
- ------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment loss                                    (0.01)%    (0.29)%         (0.37)%        (0.79)%
Expenses                                                1.05%      1.37%           1.83%          0.87%(5)
Expenses, net of reduction to custodian fees             N/A       1.35%           1.34%           N/A
- ------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                  213%       162%            176%            61%


1. For the period from May 1, 1998 (inception of offering) to December 31, 1998.
2. Less than $0.005 per share.
3. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering),
with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated
on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Total return
information does not reflect expenses that apply at the separate account
level or to related insurance products. Inclusion of these charges would
reduce the total return figures for all periods shown.
4. Annualized for periods of less than one full year.
5. Expense ratio has been calculated without adjustment for the reduction
to custodian expenses.

See accompanying Notes to Financial Statements.

                   Oppenheimer Main Street Small Cap Fund/VA


Financial Highlights  (Continued)

                                                        Period Ended
Service shares                                          December 31, 2001(1)
============================================================================

Per Share Operating Data
Net asset value, beginning of period                                  $10.61
- ----------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                     --(2)
Net realized and unrealized gain (loss)                                  .44
- ----------------------------------------------------------------------------
Total income (loss) from investment operations                           .44
- ----------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                                      --
- ----------------------------------------------------------------------------
Net asset value, end of period                                        $11.05
                                                                      ======
============================================================================
Total Return, at Net Asset Value(3)                                     4.15%
============================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)                                $108
- ----------------------------------------------------------------------------
Average net assets (in thousands)                                       $ 26
- ----------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment loss                                                    (0.34)%
Expenses                                                                1.19%
Expenses, net of reduction to custodian fees                             N/A
- ----------------------------------------------------------------------------
Portfolio turnover rate                                                  213%


1. For the period from July 16, 2001 (inception of offering) to December
31, 2001.
2. Less than $0.005 per share.
3. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering),
with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated
on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Total return
information does not reflect expenses that apply at the separate account
level or to related insurance products. Inclusion of these charges would
reduce the total return figures for all periods shown.
4. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

                 Oppenheimer Main Street Small Cap Fund/VA


Notes to Financial Statements

===============================================================================
1. Significant Accounting Policies

Oppenheimer Main Street Small Cap Fund/VA (the Fund) is a separate series of
Oppenheimer Variable Account Funds (the Trust), which operated under the name
of Oppenheimer Small Cap Growth Fund/VA through April 30, 2001, an open-end
management investment company registered under the Investment Company Act of
1940, as amended. The Fund's investment objective is to seek capital
appreciation. The Trust's investment advisor is OppenheimerFunds, Inc. (the
Manager).
     The Fund offers two classes of shares. Both classes are sold at their
offering price, which is the net asset value per share, to separate investment
accounts of participating insurance companies as an underlying investment for
variable life insurance policies, variable annuity contracts or other
investment products. The class of shares designated as Service shares is
subject to a distribution and service plan. The following is a summary of
significant accounting policies consistently followed by the Fund.
- -------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges
or other domestic or foreign exchanges are valued based on the last sale price
of the security traded on that exchange prior to the time when the Fund's
assets are valued. In the absence of a sale, the security is valued at the last
sale price on the prior trading day, if it is within the spread of the closing
bid and asked prices, and if not, at the closing bid price. Securities
(including restricted securities) for which quotations are not readily
available are valued primarily using dealer-supplied valuations, a portfolio
pricing service authorized by the Board of Trustees, or at their fair value.
Fair value is determined in good faith under consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
- -------------------------------------------------------------------------------
Foreign Currency Translation. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the closing rates of exchange. Amounts related
to the purchase and sale of foreign securities and investment income are
translated at the rates of exchange prevailing on the respective dates of such
transactions.
     The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains
and losses in the Fund's Statement of Operations.
- -------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires its custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is
required to be at least 102% of the resale price at the time of purchase. If
the seller of the agreement defaults and the value of the collateral declines,
or if the seller enters an insolvency proceeding, realization of the value of
the collateral by the Fund may be delayed or limited.
- -------------------------------------------------------------------------------
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily
to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

                   Oppenheimer Main Street Small Cap Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
1. Significant Accounting Policies  (continued)

Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers to shareholders.

As of December 31, 2001, the Fund had available for federal income tax purposes
unused capital loss carryovers as follows:

                     Expiring
                     ---------------------------------------
                       2008                       $1,795,693
                       2009                        1,282,533
                                                  ----------
                       Total                      $3,078,226
                                                  ==========

- -------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
- -------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes. The character of dividends and distributions made during the
fiscal year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due to
timing of dividends and distributions, the fiscal year in which amounts are
distributed may differ from the fiscal year in which the income or realized
gain was recorded by the Fund.
     The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended December 31, 2001, amounts have been reclassified to reflect a
decrease in paid-in capital of $547, a decrease in accumulated net investment
loss of $540, and decrease in accumulated net realized loss on investments of
$7. Net assets of the Fund were unaffected by the reclassifications.
- -------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.
- -------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
- -------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

                 Oppenheimer Main Street Small Cap Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                            Year Ended December 31, 2001(1)           Year Ended December 31, 2000
                            -------------------------------           --------------------------------
                            Shares              Amount                Shares              Amount
- ------------------------------------------------------------------------------------------------------

Non-Service shares
Sold                        869,437             $ 8,938,580           1,168,713          $  15,913,312
Dividends and/or
distributions reinvested         --                      --              28,757                478,809
Redeemed                   (509,595)             (5,117,414)           (373,385)            (4,859,565)
                           --------             -----------           ---------          -------------
Net increase (decrease)     359,842             $ 3,821,166             824,085          $  11,532,556
                           ========             ===========           =========          =============
Service shares
Sold                         10,574             $   116,404                  --          $          --
Dividends and/or
distributions reinvested         --                      --                  --                     --
Redeemed                       (786)                 (8,220)                 --                     --
                           --------             -----------           ---------          -------------
Net increase (decrease)       9,788             $   108,184                  --          $          --
                           ========             ===========           =========          =============


1. For the year ended December 31, 2001, for Non-Service shares and for the
period from July 16, 2001 (inception of offering) to December 31, 2001, for
Service shares.

===============================================================================
3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2001, were
$37,430,241 and $30,294,231, respectively.

As of December 31, 2001, unrealized appreciation (depreciation) based on cost
of securities for federal income tax purposes of $17,700,003 was:

         Gross unrealized appreciation                    $2,133,908
         Gross unrealized depreciation                      (623,389)
                                                          ----------
         Net unrealized appreciation (depreciation)       $1,510,519
                                                          ==========

                   Oppenheimer Main Street Small Cap Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
4. Fees and Other Transactions with Affiliates

Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Trust which provides for a fee of
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 over $800 million. The Fund's management
fee for the year ended December 31, 2001, was an annualized rate of 0.75%.
- -------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund. The
Fund pays OFS an agreed-upon per account fee. Additionally, funds offered in
variable annuity separate accounts are subject to minimum fees of $5,000 for
assets of less than $10 million and $10,000 for assets of $10 million or more.
The Fund is subject to the minimum fee in the event that the per account fee
does not equal or exceed the applicable minimum fee.
     OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.25% per annum of funds offered in variable annuity separate
accounts, effective January 1, 2001. This undertaking may be amended or
withdrawn at any time.
- -------------------------------------------------------------------------------
Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service shares to pay OppenheimerFunds
Distributor, Inc., the Distributor, for distribution-related services for the
Fund's Service shares. Although the plan allows for payment to be made
quarterly at an annual rate of up to 0.25% of the average annual net assets of
Service shares of the Fund, that rate is currently reduced to 0.15%. The Board
of Trustees may increase that rate to no more than 0.25% per annum, without
notification in advance. The Distributor currently uses all of those fees to
compensate sponsor(s) of the insurance product that offers Fund shares, for
providing personal service and maintenance of accounts of their variable
contract owners that hold Service shares. The impact of the service plan is to
increase operating expenses of the Service shares, which results in lower
performance compared to the Fund's shares that are not subject to a service
fee.

===============================================================================
5. Foreign Currency Contracts

A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into
foreign currency contracts for operational purposes and to seek to protect
against adverse exchange rate fluctuations. Risks to the Fund include the
potential inability of the counterparty to meet the terms of the contract.
     The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Fund and the resulting unrealized appreciation or
depreciation are determined using foreign currency exchange rates as provided
by a reliable bank, dealer or pricing service. Unrealized appreciation and
depreciation on foreign currency contracts are reported in the Statement of
Assets and Liabilities as a receivable or payable and in the Statement of
Operations with the change in unrealized appreciation or depreciation.
     The Fund may realize a gain or loss upon the closing or settlement of the
foreign currency transactions. Such realized gains and losses are reported with
all other foreign currency gains and losses in the Statement of Operations.

As of December 31, 2001, the Fund had outstanding foreign currency contracts as
follows:

                            Expiration      Contract            Valuation as of        Unrealized
Contract Description        Date            Amount (000s)       December 31, 2001      Depreciation
- ---------------------------------------------------------------------------------------------------
Contracts to Purchase
- ---------------------
Canadian Dollar (CAD)       1/2/02          21  CAD             $13,024                        $261

                 Oppenheimer Main Street Small Cap Fund/VA

EX-99 6 saipart3.htm SAI PART 3 saipart3

Independent Auditors' Report

===============================================================================
The Board of Trustees and Shareholders of Oppenheimer Global Securities
Fund/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Global Securities Fund/VA (which is a series of Oppenheimer
Variable Account Funds), including the statement of investments, as of December
31, 2001, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for the periods indicated. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of December 31, 2001, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other auditing procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Global Securities Fund/VA results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for the periods indicated, in
conformity with accounting principles generally accepted in the United States
of America.

/s/ Deloitte & Touche
Deloitte & Touche LLP

Denver, Colorado
January 23, 2002



Statement of Investments  December 31, 2001

                                                                                        Market Value
                                                                     Shares             See Note 1
- ----------------------------------------------------------------------------------------------------
Common Stocks--95.3%
- ----------------------------------------------------------------------------------------------------
Basic Materials--0.8%
- ----------------------------------------------------------------------------------------------------
Chemicals--0.8%
International Flavors & Fragrances, Inc.                                   512,900      $ 15,238,259
- ----------------------------------------------------------------------------------------------------
Capital Goods--5.0%
- ----------------------------------------------------------------------------------------------------
Aerospace/Defense--1.4%
Empresa Brasileira de Aeronautica SA (Embraer), ADR                        768,000        16,995,840
- ----------------------------------------------------------------------------------------------------
Raytheon Co.                                                               300,500         9,757,235
                                                                                        ------------
                                                                                          26,753,075
- ----------------------------------------------------------------------------------------------------
Electrical Equipment--0.8%
Kudelski SA(1)                                                             159,800         9,336,024
- ----------------------------------------------------------------------------------------------------
Toshiba Corp.                                                            1,642,000         5,637,876
                                                                                        ------------
                                                                                          14,973,900
- ----------------------------------------------------------------------------------------------------
Industrial Services--1.5%
Rentokil Initial plc                                                     7,087,900        28,471,414
- ----------------------------------------------------------------------------------------------------
Manufacturing--1.3%
Sanmina-SCI Corp.(1)                                                       301,300         5,995,870
- ----------------------------------------------------------------------------------------------------
Societe BIC SA                                                             558,537        19,077,247
                                                                                        ------------
                                                                                          25,073,117
- ----------------------------------------------------------------------------------------------------
Communication Services--2.3%
- ----------------------------------------------------------------------------------------------------
Telecommunications: Long Distance--0.1%
Global Crossing Ltd.(1)                                                  2,433,200         2,043,888
- ----------------------------------------------------------------------------------------------------
Telephone Utilities--2.0%
Cable & Wireless plc(1)                                                  1,261,969         6,070,193
- ----------------------------------------------------------------------------------------------------
KDDI Corp.                                                                   3,913         7,314,856
- ----------------------------------------------------------------------------------------------------
SK Telecom Co. Ltd.                                                         25,380         5,178,409
- ----------------------------------------------------------------------------------------------------
Tele Norte Leste Participacoes SA (Telemar), Preference              1,275,819,230        20,154,686
                                                                                        ------------
                                                                                          38,718,144
- ----------------------------------------------------------------------------------------------------
Telecommunications: Wireless--0.2%
Telesp Celular Participacoes SA, ADR                                       504,300         4,669,818
- ----------------------------------------------------------------------------------------------------
Consumer Cyclicals--14.8%
- ----------------------------------------------------------------------------------------------------
Autos & Housing--4.3%
Hanson plc                                                               2,853,600        19,685,834
- ----------------------------------------------------------------------------------------------------
Porsche AG, Preferred                                                      142,499        54,165,546
- ----------------------------------------------------------------------------------------------------
Valeo SA                                                                   233,900         9,330,252
                                                                                        ------------
                                                                                          83,181,632
- ----------------------------------------------------------------------------------------------------
Leisure & Entertainment--3.2%
Hasbro, Inc.                                                               438,800         7,121,724
- ----------------------------------------------------------------------------------------------------
Hilton Group plc                                                         3,250,000         9,980,405
- ----------------------------------------------------------------------------------------------------
International Game Technology(1)                                           151,600        10,354,280
- ----------------------------------------------------------------------------------------------------
P&O Princess Cruises plc                                                 2,686,518        15,639,833
- ----------------------------------------------------------------------------------------------------
Six Continents plc                                                       1,955,600        19,354,026
                                                                                        ------------
                                                                                          62,450,268


                     Oppenheimer Global Securities Fund/VA


Statement of Investments  (Continued)

                                                                                       Market Value
                                                                         Shares        See Note 1
- ---------------------------------------------------------------------------------------------------
Media--5.0%
AOL Time Warner, Inc.(1)                                                   618,000     $ 19,837,800
- ---------------------------------------------------------------------------------------------------
Pearson plc                                                                633,000        7,287,231
- ---------------------------------------------------------------------------------------------------
Reed International plc                                                   2,312,000       19,179,843
- ---------------------------------------------------------------------------------------------------
Singapore Press Holdings Ltd.                                            1,748,000       20,637,097
- ---------------------------------------------------------------------------------------------------
Telewest Communications plc(1)                                           5,559,800        5,016,874
- ---------------------------------------------------------------------------------------------------
United Pan-Europe Communications NV, Cl. A(1)                            2,498,900        1,157,011
- ---------------------------------------------------------------------------------------------------
Wolters Kluwer NV                                                        1,042,639       23,766,164
                                                                                       ------------
                                                                                         96,882,020
- ---------------------------------------------------------------------------------------------------
Retail: Specialty--2.3%
Best Buy Co., Inc.(1)                                                      142,700       10,628,296
- ---------------------------------------------------------------------------------------------------
Boots Co. plc                                                            2,026,500       17,239,057
- ---------------------------------------------------------------------------------------------------
Circuit City Stores, Inc./Circuit City Group                               633,600       16,441,920
                                                                                       ------------
                                                                                         44,309,273
- ---------------------------------------------------------------------------------------------------
Consumer Staples--14.7%
- ----------------------------------------------------------------------------------------------------
Beverages--3.3%
Cadbury Schweppes plc                                                    5,553,751       35,403,230
- ---------------------------------------------------------------------------------------------------
Companhia de Bebidas das Americas, ADR                                     539,000       10,936,310
- ---------------------------------------------------------------------------------------------------
Fomento Economico Mexicano, SA de CV, UBD                                2,757,700        9,444,487
- ---------------------------------------------------------------------------------------------------
Grupo Modelo, SA de CV, Series C                                         3,708,000        8,311,000
                                                                                       ------------
                                                                                         64,095,027
- ---------------------------------------------------------------------------------------------------
Broadcasting--2.9%
Grupo Televisa SA, Sponsored GDR(1)                                        402,200       17,366,996
- ---------------------------------------------------------------------------------------------------
Sirius Satellite Radio, Inc.(1)                                            470,300        5,469,589
- ---------------------------------------------------------------------------------------------------
Television Broadcasts Ltd.                                               4,617,832       20,015,994
- ---------------------------------------------------------------------------------------------------
XM Satellite Radio Holdings, Inc.(1)                                       687,100       12,615,156
                                                                                       ------------
                                                                                         55,467,735
- ---------------------------------------------------------------------------------------------------
Entertainment--2.6%
Liberty Media Corp., Cl. A(1)                                              308,600        4,320,400
- ---------------------------------------------------------------------------------------------------
Nintendo Co. Ltd.                                                          202,772       35,507,534
- ---------------------------------------------------------------------------------------------------
Zee Telefilms Ltd.                                                       4,605,600       10,663,941
                                                                                       ------------
                                                                                         50,491,875
- ---------------------------------------------------------------------------------------------------
Food--0.5%
Diageo plc(1)                                                              779,600        8,906,844
- ---------------------------------------------------------------------------------------------------
Household Goods--5.4%
Hindustan Lever Ltd.                                                     3,977,700       18,449,038
- ---------------------------------------------------------------------------------------------------
Reckitt Benckiser plc                                                    4,174,118       60,750,113
- ---------------------------------------------------------------------------------------------------
Wella AG, Preference, Non-Vtg.                                             461,800       23,807,711
                                                                                       ------------
                                                                                        103,006,862
- ---------------------------------------------------------------------------------------------------
Energy--4.5%
- ---------------------------------------------------------------------------------------------------
Oil: Domestic--1.0%
ChevronTexaco Corp.                                                        222,800       19,965,108

                      Oppenheimer Global Securities Fund/VA


Statement of Investments  (Continued)

                                                                                       Market Value
                                                                         Shares        See Note 1
- ---------------------------------------------------------------------------------------------------
Oil: International--3.5%
Alberta Energy Co. Ltd.                                                    233,300     $  8,793,874
- ---------------------------------------------------------------------------------------------------
BP plc, ADR                                                                471,688       21,938,209
- ---------------------------------------------------------------------------------------------------
Husky Energy, Inc.                                                       1,621,915       16,734,286
- ---------------------------------------------------------------------------------------------------
Royal Dutch Petroleum Co., NY Shares                                       387,300       18,985,446
                                                                                       ------------
                                                                                         66,451,815
- ---------------------------------------------------------------------------------------------------
Financial--13.3%
- ---------------------------------------------------------------------------------------------------
Banks--5.5%
Australia & New Zealand Banking Group Ltd.                               3,347,200       30,514,505
- ---------------------------------------------------------------------------------------------------
Bank One Corp.                                                             910,200       35,543,310
- ---------------------------------------------------------------------------------------------------
Royal Bank of Scotland Group plc (The)                                     895,842       21,799,677
- ---------------------------------------------------------------------------------------------------
Wachovia Corp.                                                             580,500       18,204,480
                                                                                       ------------
                                                                                        106,061,972
- ---------------------------------------------------------------------------------------------------
Diversified Financial--5.3%
American Express Co.                                                       497,200       17,745,068
- ---------------------------------------------------------------------------------------------------
Citigroup, Inc.                                                            187,766        9,478,428
- ---------------------------------------------------------------------------------------------------
Credit Saison Co. Ltd.                                                     663,000       12,899,817
- ---------------------------------------------------------------------------------------------------
Fannie Mae                                                                 510,000       40,545,000
- ---------------------------------------------------------------------------------------------------
ICICI Ltd., Sponsored ADR                                                1,371,000        8,198,580
- ---------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.                                             137,000        9,151,600
- ---------------------------------------------------------------------------------------------------
MBNA Corp.                                                                 123,800        4,357,760
                                                                                       ------------
                                                                                        102,376,253
- ---------------------------------------------------------------------------------------------------
Insurance--2.5%
ACE Ltd.                                                                   466,600       18,733,990
- ---------------------------------------------------------------------------------------------------
Axa SA(1)                                                                  361,400        7,552,424
- ---------------------------------------------------------------------------------------------------
Berkshire Hathaway, Inc., Cl. B(1)                                           4,520       11,413,000
- ---------------------------------------------------------------------------------------------------
Manulife Financial Corp.                                                   367,400        9,574,541
                                                                                       ------------
                                                                                         47,273,955
- ---------------------------------------------------------------------------------------------------
Healthcare--18.1%
- ---------------------------------------------------------------------------------------------------
Healthcare/Drugs--12.9%
American Home Products Corp.                                               438,600       26,912,496
- ---------------------------------------------------------------------------------------------------
Amgen, Inc.(1)                                                             508,900       28,722,316
- ---------------------------------------------------------------------------------------------------
AstraZeneca plc                                                            212,500        9,581,262
- ---------------------------------------------------------------------------------------------------
Eisai Co. Ltd.                                                             426,000       10,596,368
- ---------------------------------------------------------------------------------------------------
Elan Corp. plc, ADR(1)                                                     455,100       20,506,806
- ---------------------------------------------------------------------------------------------------
Gilead Sciences, Inc.(1)                                                   289,240       19,008,853
- ---------------------------------------------------------------------------------------------------
Human Genome Sciences, Inc.(1)                                             222,400        7,499,328
- ---------------------------------------------------------------------------------------------------
Johnson & Johnson                                                          593,586       35,080,933
- ---------------------------------------------------------------------------------------------------
Novartis AG                                                                298,600       10,790,821
- ---------------------------------------------------------------------------------------------------
Oxford GlycoSciences plc(1)                                                426,612        4,035,792
- ---------------------------------------------------------------------------------------------------
Pfizer, Inc.                                                               484,800       19,319,280
- ---------------------------------------------------------------------------------------------------
Protein Design Labs, Inc.(1)                                                50,100        1,643,280
- ---------------------------------------------------------------------------------------------------
QIAGEN NV(1)                                                               188,993        3,533,867
- ---------------------------------------------------------------------------------------------------
Sanofi-Synthelabo SA                                                       691,700       51,611,555
                                                                                       ------------
                                                                                        248,842,957


                     Oppenheimer Global Securities Fund/VA


Statement of Investments  (Continued)

                                                                                       Market Value
                                                                         Shares        See Note 1
- ---------------------------------------------------------------------------------------------------
Healthcare/Supplies & Services--5.2%
Affymetrix, Inc.(1)                                                        227,800     $  8,599,450
- ---------------------------------------------------------------------------------------------------
Amersham plc                                                               533,000        5,154,714
- ---------------------------------------------------------------------------------------------------
Applera Corp./Applied Biosystems Group                                     176,800        6,942,936
- ---------------------------------------------------------------------------------------------------
Essilor International SA                                                   175,000        5,290,089
- ---------------------------------------------------------------------------------------------------
Fresenius AG, Preference(1)                                                402,026       32,682,109
- ---------------------------------------------------------------------------------------------------
Laboratory Corp. of America Holdings, Inc.(1)                               45,100        3,646,335
- ---------------------------------------------------------------------------------------------------
Oxford Health Plans, Inc.(1)                                               173,000        5,214,220
- ---------------------------------------------------------------------------------------------------
Quest Diagnostics, Inc.(1)                                                 134,300        9,630,653
- ---------------------------------------------------------------------------------------------------
Quintiles Transnational Corp.(1)                                         1,088,300       17,467,215
- ---------------------------------------------------------------------------------------------------
Smith & Nephew plc                                                         776,000        4,686,970
                                                                                       ------------
                                                                                         99,314,691
- ---------------------------------------------------------------------------------------------------
Technology--20.5%
- ---------------------------------------------------------------------------------------------------
Computer Hardware--1.9%
International Business Machines Corp.                                      204,000       24,675,840
- ---------------------------------------------------------------------------------------------------
Mentor Graphics Corp.(1)                                                   503,500       11,867,495
                                                                                       ------------
                                                                                         36,543,335
- ---------------------------------------------------------------------------------------------------
Computer Services--0.1%
Trend Micro, Inc.(1)                                                        72,000        1,703,037
- ---------------------------------------------------------------------------------------------------
Computer Software--11.3%
Amadeus Global Travel Distribution SA                                      822,297        4,744,483
- ---------------------------------------------------------------------------------------------------
Business Objects SA, Sponsored ADR(1)                                      109,100        3,687,580
- ---------------------------------------------------------------------------------------------------
Cadence Design Systems, Inc.(1)                                          4,075,400       89,332,768
- ---------------------------------------------------------------------------------------------------
Check Point Software Technologies Ltd.(1)                                  108,300        4,320,087
- ---------------------------------------------------------------------------------------------------
Electronic Arts, Inc.(1)                                                   775,500       46,491,225
- ---------------------------------------------------------------------------------------------------
Infosys Technologies Ltd.                                                  123,300       10,416,318
- ---------------------------------------------------------------------------------------------------
Konami Co. Ltd.                                                            124,000        3,680,452
- ---------------------------------------------------------------------------------------------------
Oracle Corp.(1)                                                            380,500        5,254,705
- ---------------------------------------------------------------------------------------------------
SAP AG                                                                      69,157        9,008,773
- ---------------------------------------------------------------------------------------------------
Siebel Systems, Inc.(1)                                                    142,400        3,984,352
- ---------------------------------------------------------------------------------------------------
Sybase, Inc.(1)                                                          1,160,500       18,289,480
- ---------------------------------------------------------------------------------------------------
Symantec Corp.(1)                                                           60,000        3,979,800
- ---------------------------------------------------------------------------------------------------
Synopsys, Inc.(1)                                                          245,000       14,472,150
                                                                                       ------------
                                                                                        217,662,173
- ---------------------------------------------------------------------------------------------------
Communications Equipment--2.0%
Nokia Corp., Sponsored ADR, A Shares                                       487,700       11,963,281
- ---------------------------------------------------------------------------------------------------
QUALCOMM, Inc.(1)                                                          104,200        5,262,100
- ---------------------------------------------------------------------------------------------------
Riverstone Networks, Inc.(1)                                               657,521       10,914,849
- ---------------------------------------------------------------------------------------------------
Scientific-Atlanta, Inc.                                                   392,800        9,403,632
                                                                                       ------------
                                                                                         37,543,862


                      Oppenheimer Global Securities Fund/VA

Statement of Investments  (Continued)

                                                                                                          Market Value
                                                                                      Shares              See Note 1
- ------------------------------------------------------------------------------------------------------------------------
Electronics--5.2%
Altera Corp.(1)                                                                            196,900        $    4,178,218
- ------------------------------------------------------------------------------------------------------------------------
Applied Materials, Inc.(1)                                                                  94,600             3,793,460
- ------------------------------------------------------------------------------------------------------------------------
Hirose Electric Co.                                                                         96,420             6,569,744
- ------------------------------------------------------------------------------------------------------------------------
Intel Corp.                                                                                181,200             5,698,740
- ------------------------------------------------------------------------------------------------------------------------
Keyence Corp.                                                                               28,700             4,771,654
- ------------------------------------------------------------------------------------------------------------------------
Kyocera Corp.                                                                              114,800             7,489,242
- ------------------------------------------------------------------------------------------------------------------------
National Semiconductor Corp.(1)                                                          1,015,000            31,251,850
- ------------------------------------------------------------------------------------------------------------------------
Novellus Systems, Inc.(1)                                                                   93,200             3,676,740
- ------------------------------------------------------------------------------------------------------------------------
Sharp Corp.                                                                                150,000             1,754,540
- ------------------------------------------------------------------------------------------------------------------------
Sony Corp.                                                                                 285,000            13,025,713
- ------------------------------------------------------------------------------------------------------------------------
STMicroelectronics NV, NY Registered Shares                                                149,000             4,718,830
- ------------------------------------------------------------------------------------------------------------------------
Thomson Multimedia SA(1)                                                                   283,729             8,715,814
- ------------------------------------------------------------------------------------------------------------------------
Xilinx, Inc.(1)                                                                            138,500             5,408,425
                                                                                                          --------------
                                                                                                             101,052,970
- ------------------------------------------------------------------------------------------------------------------------
Transportation--1.1%
- ------------------------------------------------------------------------------------------------------------------------
Air Transportation--1.1%
Bombardier, Inc., Cl. B                                                                  2,102,200            21,729,186
- ------------------------------------------------------------------------------------------------------------------------
Utilities--0.2%
- ------------------------------------------------------------------------------------------------------------------------
Gas Utilities--0.2%
Hong Kong & China Gas Co. Ltd.                                                           3,224,000             3,948,396
                                                                                                          --------------
Total Common Stocks (Cost $1,735,605,587)                                                                  1,835,202,861
                                                                                      Principal
                                                                                      Amount
- ------------------------------------------------------------------------------------------------------------------------
Non-Convertible Corporate Bonds and Notes--0.1%
- ------------------------------------------------------------------------------------------------------------------------
Telewest Communications plc, 11% Sr. Disc. Debs., 10/1/07 (Cost $1,890,672)           $  2,392,000             1,734,200
- ------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements--5.9%
- ------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with Banc One Capital Markets, Inc., 1.45%, dated 12/31/01,
to be repurchased at $113,642,154 on 1/2/02, collateralized by U.S. Treasury Nts.,
4.75%-7.875%, 2/28/02-11/15/08, with a value of $55,119,917 and U.S. Treasury Bonds,
7.25%-11.125%, 8/15/03-5/15/16, with a value of $60,930,962 (Cost $113,633,000)        113,633,000           113,633,000
- ------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $1,851,129,259)                                            101.3%        1,950,570,061
- ------------------------------------------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets                                                         (1.3)          (24,212,898)
                                                                                      ------------        --------------
Net Assets                                                                                   100.0%       $1,926,357,163
                                                                                      ============        ==============


1. Non-income-producing security.

                     Oppenheimer Global Securities Fund/VA


Statement of Investments  (Continued)

- -------------------------------------------------------------------------------
Distribution of investments representing geographic diversification, as a
percentage of total investments at value, is as follows:

Geographic Diversification                                                 Market Value     Percent
- ---------------------------------------------------------------------------------------------------
United States                                                              $  885,440,404      45.5%
- ---------------------------------------------------------------------------------------------------
Great Britain                                                                 321,915,723      16.5
- ---------------------------------------------------------------------------------------------------
Germany                                                                       119,664,139       6.1
- ---------------------------------------------------------------------------------------------------
Japan                                                                         110,950,832       5.7
- ---------------------------------------------------------------------------------------------------
France                                                                        109,983,793       5.6
- ---------------------------------------------------------------------------------------------------
Canada                                                                         56,831,887       2.9
- ---------------------------------------------------------------------------------------------------
Brazil                                                                         52,756,654       2.7
- ---------------------------------------------------------------------------------------------------
India                                                                          47,727,877       2.4
- ---------------------------------------------------------------------------------------------------
The Netherlands                                                                47,442,487       2.4
- ---------------------------------------------------------------------------------------------------
Mexico                                                                         35,122,483       1.8
- ---------------------------------------------------------------------------------------------------
Australia                                                                      30,514,505       1.6
- ---------------------------------------------------------------------------------------------------
Hong Kong                                                                      23,964,391       1.2
- ---------------------------------------------------------------------------------------------------
Bermuda                                                                        20,777,878       1.1
- ---------------------------------------------------------------------------------------------------
Singapore                                                                      20,637,097       1.1
- ---------------------------------------------------------------------------------------------------
Ireland                                                                        20,506,806       1.1
- ---------------------------------------------------------------------------------------------------
Switzerland                                                                    20,126,845       1.0
- ---------------------------------------------------------------------------------------------------
Finland                                                                        11,963,281       0.6
- ---------------------------------------------------------------------------------------------------
Korea, Republic of (South)                                                      5,178,409       0.3
- ---------------------------------------------------------------------------------------------------
Spain                                                                           4,744,483       0.2
- ---------------------------------------------------------------------------------------------------
Israel                                                                          4,320,087       0.2
                                                                           --------------     -----
Total                                                                      $1,950,570,061     100.0%
                                                                           ==============     =====


See accompanying Notes to Financial Statements.

                     Oppenheimer Global Securities Fund/VA


Statement of Assets and Liabilities  December 31, 2001

==============================================================================================================

Assets
Investments, at value (cost $1,851,129,259)--see accompanying statement                         $1,950,570,061
- --------------------------------------------------------------------------------------------------------------
Unrealized appreciation on foreign currency contracts                                                    2,934
- --------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest and dividends                                                                               2,613,704
Investments sold                                                                                     2,414,680
Shares of beneficial interest sold                                                                   1,272,671
Other                                                                                                   10,774
                                                                                                --------------
Total assets                                                                                     1,956,884,824
==============================================================================================================
Liabilities
Bank overdraft                                                                                           4,085
- --------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Shares of beneficial interest redeemed                                                              26,947,367
Investments purchased                                                                                3,098,411
Shareholder reports                                                                                    195,550
Distribution and service plan fees                                                                       6,056
Trustees' compensation                                                                                   2,058
Transfer and shareholder servicing agent fees                                                              109
Other                                                                                                  274,025
                                                                                                --------------
Total liabilities                                                                                   30,527,661
==============================================================================================================
Net Assets                                                                                      $1,926,357,163
                                                                                                ==============
==============================================================================================================
Composition of Net Assets
Par value of shares of beneficial interest                                                      $       84,358
- --------------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                       1,887,764,686
- --------------------------------------------------------------------------------------------------------------
Undistributed (overdistributed) net investment income                                                8,817,380
- --------------------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments and foreign currency transactions              (69,740,120)
- --------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments and translation of
assets and liabilities denominated in foreign currencies                                            99,430,859
                                                                                                --------------
Net Assets                                                                                      $1,926,357,163
                                                                                                ==============
==============================================================================================================
Net Asset Value Per Share
Non-Service shares:
Net asset value, redemption price per share and offering price per share (based on
net assets of $1,905,889,703 and 83,459,771 shares of beneficial interest outstanding)                  $22.84
- --------------------------------------------------------------------------------------------------------------
Service shares:
Net asset value, redemption price per share and offering price per share (based on
net assets of $20,467,460 and 898,517 shares of beneficial interest outstanding)                        $22.78


See accompanying Notes to Financial Statements.

                     Oppenheimer Global Securities Fund/VA


Statement of Operations  For the Year Ended December 31, 2001

===========================================================================================================

Investment Income
Dividends (net of foreign withholding taxes of $1,870,591)                                    $  23,341,393
- -----------------------------------------------------------------------------------------------------------
Interest                                                                                          3,541,151
                                                                                              -------------
Total income                                                                                     26,882,544
===========================================================================================================
Expenses
Management fees                                                                                  12,404,364
- -----------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Service shares                                                                                       12,673
- -----------------------------------------------------------------------------------------------------------
Shareholder reports                                                                                 427,268
- -----------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                         375,464
- -----------------------------------------------------------------------------------------------------------
Foreign capital gains taxes                                                                         100,090
- -----------------------------------------------------------------------------------------------------------
Trustees' compensation                                                                                28,261
- -----------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                                        12,920
- -----------------------------------------------------------------------------------------------------------
Other                                                                                               141,381
                                                                                              -------------
Total expenses                                                                                   13,502,421
Less reduction to custodian expenses                                                                (64,857)
                                                                                              -------------
Net expenses                                                                                     13,437,564
===========================================================================================================
Net Investment Income                                                                            13,444,980
===========================================================================================================
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments                                                                                     (19,092,380)
Foreign currency transactions                                                                   (38,623,136)
                                                                                              -------------
Net realized gain (loss)                                                                        (57,715,516)

- -----------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments                                                                                    (197,410,342)
Translation of assets and liabilities denominated in foreign currencies                         (16,538,149)
                                                                                              -------------
Net change                                                                                     (213,948,491)
                                                                                              -------------
Net realized and unrealized gain (loss)                                                        (271,664,007)
===========================================================================================================
Net Decrease in Net Assets Resulting from Operations                                          $(258,219,027)
                                                                                              =============


See accompanying Notes to Financial Statements.

                     Oppenheimer Global Securities Fund/VA


Statements of Changes in Net Assets

                                                                                         Year Ended December 31,
                                                                                         2001                2000

===========================================================================================================================
Operations
Net investment income (loss)                                                             $   13,444,980      $   17,605,847
- ---------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                                    (57,715,516)        293,550,064
- ---------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                                       (213,948,491)       (230,065,734)
                                                                                         --------------      --------------
Net increase (decrease) in net assets resulting from operations                            (258,219,027)         81,090,177
===========================================================================================================================
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares                                                                          (13,806,412)         (5,277,960)
Service shares                                                                                  (14,765)                 --
- ---------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain:
Non-Service shares                                                                         (255,967,620)       (295,007,742)
Service shares                                                                                 (277,910)                 --
===========================================================================================================================
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from
beneficial interest transactions:
Non-Service shares                                                                          297,559,831         593,246,617
Service shares                                                                               19,680,174             985,348
===========================================================================================================================
Net Assets
Total increase (decrease)                                                                  (211,045,729)        375,036,440
- ---------------------------------------------------------------------------------------------------------------------------
Beginning of period                                                                       2,137,402,892       1,762,366,452
                                                                                         --------------      --------------
End of period [including undistributed (overdistributed) net investment
income of $8,817,380 and $10,634,620, respectively]                                      $1,926,357,163      $2,137,402,892
                                                                                         ==============      ==============


See accompanying Notes to Financial Statements.

                     Oppenheimer Global Securities Fund/VA


Financial Highlights

                                                 Year Ended December 31,
Non-Service shares                               2001         2000         1999         1998         1997
=============================================================================================================

Per Share Operating Data
Net asset value, beginning of period                 $30.33       $33.41       $22.07       $21.37     $17.67
- -------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                   .17          .27          .14          .24        .25
Net realized and unrealized gain (loss)               (3.85)        1.82        12.21         2.64       3.68
- -------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations        (3.68)        2.09        12.35         2.88       3.93
- -------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                   (.19)        (.09)        (.14)        (.46)      (.23)
Dividends in excess of net investment income             --           --         (.13)          --         --
Distributions from net realized gain                  (3.62)       (5.08)        (.74)       (1.72)        --
- -------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                       (3.81)       (5.17)       (1.01)       (2.18)      (.23)
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of period                       $22.84       $30.33       $33.41       $22.07     $21.37
                                                     ======       ======       ======       ======     ======
=============================================================================================================
Total Return, at Net Asset Value(1)                  (12.04)%       5.09%       58.48%       14.11%     22.42%
=============================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)         $1,905,890   $2,136,420   $1,762,366   $1,135,029   $959,110
- -------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                $1,918,335   $2,116,100   $1,251,190   $1,055,123   $802,389
- -------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income                                  0.70%        0.83%        0.57%        1.22%      1.51%
Expenses                                               0.70%        0.68%        0.69%        0.74%(3)   0.76%(3)
- -------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                  39%          50%          64%          81%        67%


1. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal period.
Total returns are not annualized for periods less than one full year. Total
return information does not reflect expenses that apply at the separate account
level or to related insurance products. Inclusion of these charges would
reduce the total return figures for all periods shown.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

                     Oppenheimer Global Securities Fund/VA


Financial Highlights  (Continued)

                                                                               Year Ended December 31,
Service shares                                                                        2001        2000(1)
========================================================================================================
Per Share Operating Data
Net asset value, beginning of period                                                  $30.30      $32.65
- --------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                                    .21         .03
Net realized and unrealized gain (loss)                                                (3.92)      (2.38)
- --------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations                                         (3.71)      (2.35)
- --------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                                    (.19)         --
Distributions from net realized gain                                                   (3.62)         --
- --------------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders                                   (3.81)         --
- --------------------------------------------------------------------------------------------------------
Net asset value, end of period                                                        $22.78      $30.30
                                                                                      ======      ======
========================================================================================================
Total Return, at Net Asset Value(2)                                                   (12.17)%     (7.20)%
========================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)                                             $20,467        $983
- --------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                                                    $ 8,502        $325
- --------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                                                   0.44%       0.60%
Expenses                                                                                0.85%       0.83%
- --------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                                                   39%         50%


1. For the period from July 13, 2000 (inception of offering) to December 31,
2000.
2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the
reinvestment date, and redemption at the net asset value calculated on the last
business day of the fiscal period. Total returns are not annualized for
periods less than one full year. Total return information does not reflect
expenses that apply at the separate account level or to related insurance
products. Inclusion of these charges would reduce the total return figures
for all periods shown.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

                     Oppenheimer Global Securities Fund/VA


Notes to Financial Statements

===============================================================================
1. Significant Accounting Policies

Oppenheimer Global Securities Fund/VA (the Fund) is a separate series of
Oppenheimer Variable Account Funds (the Trust), an open-end management
investment company registered under the Investment Company Act of 1940, as
amended. The Fund's investment objective is to seek long-term capital
appreciation by investing a substantial portion of assets in securities of
foreign issuers, "growth-type" companies, cyclical industries and special
situations that are considered to have appreciation possibilities. The Trust's
investment advisor is OppenheimerFunds, Inc. (the Manager).
     The Fund offers two classes of shares. Both classes are sold at their
offering price, which is the net asset value per share, to separate investment
accounts of participating insurance companies as an underlying investment for
variable life insurance policies, variable annuity contracts or other
investment products. The class of shares designated as Service shares is
subject to a distribution and service plan. The following is a summary of
significant accounting policies consistently followed by the Fund.
- -------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges
or other domestic or foreign exchanges are valued based on the last sale price
of the security traded on that exchange prior to the time when the Fund's
assets are valued. In the absence of a sale, the security is valued at the last
sale price on the prior trading day, if it is within the spread of the closing
bid and asked prices, and if not, at the closing bid price. Securities
(including restricted securities) for which quotations are not readily
available are valued primarily using dealer-supplied valuations, a portfolio
pricing service authorized by the Board of Trustees, or at their fair value.
Fair value is determined in good faith under consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
- -------------------------------------------------------------------------------
Foreign Currency Translation. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the closing rates of exchange. Amounts related
to the purchase and sale of foreign securities and investment income are
translated at the rates of exchange prevailing on the respective dates of such
transactions.
     The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains
and losses in the Fund's Statement of Operations.
- -------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires its custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is
required to be at least 102% of the resale price at the time of purchase. If
the seller of the agreement defaults and the value of the collateral declines,
or if the seller enters an insolvency proceeding, realization of the value of
the collateral by the Fund may be delayed or limited.
- -------------------------------------------------------------------------------
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily
to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

                     Oppenheimer Global Securities Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
1. Significant Accounting Policies  (continued)

Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers to shareholders.

As of December 31, 2001, the Fund had available for federal income tax purposes
an unused capital loss carryover as follows:

                            Expiring
                            -------------------------
                            2009       $47,254,011


As of December 31, 2001, the Fund had approximately $17,171,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized, will expire in 2010. Additionally, the Fund had approximately
$100,000 of post-October foreign currency losses which were deferred. If
unutilized by the Fund in the following fiscal year, such losses will expire.
- -------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
- -------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes primarily because of the recognition of certain foreign
currency gains (losses) as ordinary income (loss) for tax purposes. The
character of dividends and distributions made during the fiscal year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to timing of
dividends and distributions, the fiscal year in which amounts are distributed
may differ from the fiscal year in which the income or realized gain was
recorded by the Fund.
    The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended December 31, 2001, amounts have been reclassified to reflect a
decrease in undistributed net investment income of $1,441,043. Accumulated net
realized loss on investments was decreased by the same amount. Net assets of
the Fund were unaffected by the reclassifications.
- -------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.
- -------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
- -------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

                     Oppenheimer Global Securities Fund/VA


Notes to Financial Statements  (Continued)
===============================================================================
2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                                   Year Ended December 31, 2001       Year Ended December 31, 2000(1)
                                                   -----------------------------      -------------------------------
                                                   Shares         Amount              Shares           Amount
- ---------------------------------------------------------------------------------------------------------------------
Non-Service shares
Sold                                                71,467,613    $ 1,685,381,975      31,916,672      $1,031,681,412
Dividends and/or distributions reinvested           11,900,045        269,774,032       9,160,638         300,285,702
Redeemed                                           (70,355,513)    (1,657,596,176)    (23,375,044)       (738,720,497)
                                                   -----------    ---------------     -----------      --------------
Net increase (decrease)                             13,012,145    $   297,559,831      17,702,266      $  593,246,617
                                                   ===========    ===============     ===========      ==============

Service shares
Sold                                                 1,048,232    $    23,626,500          32,826      $      997,223
Dividends and/or distributions reinvested               12,927            292,675              --                  --
Redeemed                                              (195,068)        (4,239,001)           (400)            (11,875)
                                                   -----------    ---------------     -----------      --------------
Net increase (decrease)                                866,091    $    19,680,174          32,426      $      985,348
                                                   ===========    ===============     ===========      ==============


1. For the year ended December 31, 2000, for Non-Service shares and for the
period from July 13, 2000 (inception of offering) to December 31, 2000,
for Service shares.
===============================================================================
3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2001, were
$847,378,666 and $718,833,619, respectively.

As of December 31, 2001, unrealized appreciation (depreciation) based on cost
of securities for federal income tax purposes of $1,857,100,659 was:

      Gross unrealized appreciation                    $ 284,145,976
      Gross unrealized depreciation                     (190,676,574)
                                                       -------------
      Net unrealized appreciation (depreciation)       $  93,469,402
                                                       =============


                     Oppenheimer Global Securities Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
4. Fees and Other Transactions with Affiliates

Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Trust. The annual fees are 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 over $800 million. The Fund's management fee
for the year ended December 31, 2001, was an annualized rate of 0.64%.
- -------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund. The
Fund pays OFS an agreed-upon per-account fee. Additionally, funds offered in
variable annuity separate accounts are subject to minimum fees of $5,000 for
assets of less than $10 million and $10,000 for assets of $10 million or more.
The Fund is subject to the minimum fee in the event that the per-account fee
does not equal or exceed the applicable minimum fee.
     OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.25% per annum of funds offered in variable annuity separate
accounts, effective January 1, 2001. This undertaking may be amended or
withdrawn at any time.
- -------------------------------------------------------------------------------
Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service shares to pay OppenheimerFunds
Distributor, Inc., the Distributor, for distribution-related services for the
Fund's Service shares. Although the plan allows for payment to be made
quarterly at an annual rate of up to 0.25% of the average annual net assets of
Service shares of the Fund, that rate is currently reduced to 0.15%. The Board
of Trustees may increase that rate to no more than 0.25% per annum, without
notification in advance. The Distributor currently uses all of those fees to
compensate sponsor(s) of the insurance product that offers Fund shares, for
providing personal service and maintenance of accounts of their variable
contract owners that hold Service shares. The impact of the service plan is to
increase operating expenses of the Service shares, which results in lower
performance compared to the Fund's shares that are not subject to a service fee.
===============================================================================
5. Foreign Currency Contracts
A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into
foreign currency contracts for operational purposes and to seek to protect
against adverse exchange rate fluctuations. Risks to the Fund include the
potential inability of the counterparty to meet the terms of the contract.
     The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Fund and the resulting unrealized appreciation or
depreciation are determined using foreign currency exchange rates as provided
by a reliable bank, dealer or pricing service. Unrealized appreciation and
depreciation on foreign currency contracts are reported in the Statement of
Assets and Liabilities as a receivable or payable and in the Statement of
Operations with the change in unrealized appreciation or depreciation.
     The Fund may realize a gain or loss upon the closing or settlement of the
foreign currency transactions. Such realized gains and losses are reported with
all other foreign currency gains and losses in the Statement of Operations.

As of December 31, 2001, the Fund had outstanding foreign currency contracts as
follows:

                                   Expiration        Contract       Valuation as of      Unrealized
Contract Description               Date              Amount (000s)  December 31, 2001    Appreciation
- -----------------------------------------------------------------------------------------------------
Contracts to Purchase
- ---------------------

British Pound Sterling (GBP)       1/2/02            367 GBP        $533,727                   $2,934




Independent Auditors' Report

===============================================================================
The Board of Trustees and Shareholders of Oppenheimer Multiple Strategies
Fund/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Multiple Strategies Fund/VA (which is a series of Oppenheimer
Variable Account Funds), including the statement of investments, as of
December 31, 2001, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
        We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 2001, by correspondence
with the custodian and brokers; where replies were not received from brokers,
we performed other auditing procedures. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
        In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Oppenheimer Multiple Strategies Fund/VA results of its operations
for the year then ended, the changes in its net assets for each of the two
years in the period then ended, and the financial highlights for each of the
five years in the period then ended, in conformity with accounting principles
generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Denver, Colorado
January 23, 2002


Statement of Investments  December 31, 2001

                                                                    Market Value
                                                        Shares      See Note 1
=================================================================================
Common Stocks--51.4%
- ---------------------------------------------------------------------------------
Basic Materials--4.4%
- ---------------------------------------------------------------------------------
Chemicals--2.3%
Bayer AG, Sponsored ADR                                   8,000       $   249,200
- ---------------------------------------------------------------------------------
Cabot Corp.                                              30,000         1,071,000
- ---------------------------------------------------------------------------------
Dow Chemical Co.(1)                                      32,000         1,080,960
- ---------------------------------------------------------------------------------
Engelhard Corp.                                          97,000         2,684,960
- ---------------------------------------------------------------------------------
Ferro Corp.                                              88,000         2,270,400
- ---------------------------------------------------------------------------------
Goodrich Corp.(1)                                        40,600         1,080,772
- ---------------------------------------------------------------------------------
Hercules, Inc.(2)                                       142,000         1,420,000
- ---------------------------------------------------------------------------------
International Flavors & Fragrances, Inc.                 64,000         1,901,440
- ---------------------------------------------------------------------------------
Praxair, Inc.(1)                                         36,000         1,989,000
                                                                      -----------
                                                                       13,747,732
- ---------------------------------------------------------------------------------
Metals--1.0%
Alcoa, Inc.(1)                                           39,000         1,386,450
- ---------------------------------------------------------------------------------
Companhia Vale do Rio Doce, Sponsored ADR                68,800         1,624,368
- ---------------------------------------------------------------------------------
Inco Ltd.(2)                                             63,000         1,067,220
- ---------------------------------------------------------------------------------
UCAR International, Inc.(2)                             189,000         2,022,300
                                                                      -----------
                                                                        6,100,338
- ---------------------------------------------------------------------------------
Paper--1.1%
Georgia-Pacific Corp.(1)                                 92,000         2,540,120
- ---------------------------------------------------------------------------------
Sappi Ltd., Sponsored ADR(2)                             90,500           927,625
- ---------------------------------------------------------------------------------
Sonoco Products Co.                                      80,000         2,126,400
- ---------------------------------------------------------------------------------
UPM-Kymmene Oyj                                          34,000         1,127,692
                                                                      -----------
                                                                        6,721,837
- ---------------------------------------------------------------------------------
Capital Goods--3.8%
- ---------------------------------------------------------------------------------
Aerospace/Defense--0.2%
Boeing Co.(1)                                            33,000         1,279,740
- ---------------------------------------------------------------------------------
Industrial Services--0.9%
Canon, Inc.                                              48,000         1,651,763
- ---------------------------------------------------------------------------------
Pittston Brink's Group                                   79,000         1,745,900
- ---------------------------------------------------------------------------------
Reynolds & Reynolds Co., Cl. A                           30,900           749,325
- ---------------------------------------------------------------------------------
Service Corp. International(2)                          235,000         1,172,650
                                                                      -----------
                                                                        5,319,638
- ---------------------------------------------------------------------------------
Manufacturing--2.7%
Coherent, Inc.(1)(2)                                     11,000           340,120
- ---------------------------------------------------------------------------------
Gaylord Container Corp., Cl. A(2)                         9,232             9,324
- ---------------------------------------------------------------------------------
Komatsu Ltd.                                            196,000           701,389
- ---------------------------------------------------------------------------------
Millipore Corp.(1)                                       26,000         1,578,200
- ---------------------------------------------------------------------------------
Morgan Crucible Co. plc                                 321,800           894,544
- ---------------------------------------------------------------------------------
Pall Corp.                                               66,000         1,587,960
- ---------------------------------------------------------------------------------
Titan Corp. (The)(1)(2)                                 134,000         3,343,300
- ---------------------------------------------------------------------------------
Tyco International Ltd.(1)                              130,000         7,657,000
                                                                      -----------
                                                                       16,111,837

                       Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                                    Market Value
                                                         Shares     See Note 1
- ---------------------------------------------------------------------------------

Communication Services--2.5%
- ---------------------------------------------------------------------------------
Telecommunications: Long Distance--0.8%
Allegiance Telecom, Inc.(2)                             170,000     $   1,409,300
- ---------------------------------------------------------------------------------
Brocade Communications Systems, Inc.(1)(2)               47,000         1,556,640
- ---------------------------------------------------------------------------------
NTL, Inc.(2)                                             85,000            79,900
- ---------------------------------------------------------------------------------
WorldCom, Inc./WorldCom Group(2)                        137,000         1,928,960
                                                                    -------------
                                                                        4,974,800
- ---------------------------------------------------------------------------------
Telephone Utilities--0.6%
SBC Communications, Inc.                                 75,000         2,937,750
- ---------------------------------------------------------------------------------
Tele Norte Leste Participacoes SA (Telemar)          26,283,402           346,957
- ---------------------------------------------------------------------------------
Tele Norte Leste Participacoes SA (Telemar),
Preference                                            3,077,585            48,618
- ---------------------------------------------------------------------------------
Telefonica SA, BDR                                       15,632           226,649
                                                                    -------------
                                                                        3,559,974
- ---------------------------------------------------------------------------------
Telecommunications: Wireless--1.1%
AT&T Wireless Services, Inc.(2)                         224,000         3,218,880
- ---------------------------------------------------------------------------------
Dobson Communications Corp., Cl. A(2)                    55,000           469,700
- ---------------------------------------------------------------------------------
Millicom International Cellular SA(2)                   198,200         2,408,130
- ---------------------------------------------------------------------------------
Telesp Celular Participacoes SA                      49,153,261           157,427
                                                                    -------------
                                                                        6,254,137
- ---------------------------------------------------------------------------------
Consumer Cyclicals--4.9%
- ---------------------------------------------------------------------------------
Autos & Housing--0.6%
Borg-Warner Automotive, Inc.                             22,000         1,149,500
- ---------------------------------------------------------------------------------
Delphi Automotive Systems Corp.                          70,000           956,200
- ---------------------------------------------------------------------------------
IRSA Inversiones y Representaciones SA(2)(3)            323,901           236,448
- ---------------------------------------------------------------------------------
Lear Corp.(2)                                            21,000           800,940
- ---------------------------------------------------------------------------------
Wolverine Tube, Inc.(2)                                  61,900           702,565
                                                                    -------------
                                                                        3,845,653
- ---------------------------------------------------------------------------------
Leisure & Entertainment--1.6%
Bally Total Fitness Holding Corp.(2)                     44,000           948,640
- ---------------------------------------------------------------------------------
Callaway Golf Co.                                       121,000         2,317,150
- ---------------------------------------------------------------------------------
Hasbro, Inc.                                             90,000         1,460,700
- ---------------------------------------------------------------------------------
Mattel, Inc.                                            145,000         2,494,004
- ---------------------------------------------------------------------------------
MGM Mirage, Inc.(1)(2)                                   33,000           952,710
- ---------------------------------------------------------------------------------
Shimano, Inc.                                           100,000         1,136,884
                                                                    -------------
                                                                        9,310,088
- ---------------------------------------------------------------------------------
Media--0.7%
AOL Time Warner, Inc.(1)(2)                              24,000           770,400
- ---------------------------------------------------------------------------------
Donnelley (R.R.) & Sons Co.(1)                           27,000           801,630
- ---------------------------------------------------------------------------------
Reed International plc                                  180,000         1,493,240
- ---------------------------------------------------------------------------------
SCMP Group Ltd.                                       1,608,000         1,010,426
                                                                    -------------
                                                                        4,075,696


                      Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                                     Market Value
                                                         Shares      See Note 1
- ---------------------------------------------------------------------------------
Retail: General--0.3%
Federated Department Stores, Inc.(1)(2)                  42,100     $   1,721,890
- ---------------------------------------------------------------------------------
Retail: Specialty--1.4%
Borders Group, Inc.(2)                                  110,000         2,182,400
- ---------------------------------------------------------------------------------
Children's Place Retail Stores, Inc.(1)(2)               27,500           746,625
- ---------------------------------------------------------------------------------
Gap, Inc.(1)                                             80,000         1,115,200
- ---------------------------------------------------------------------------------
Men's Wearhouse, Inc. (The)(2)                           45,000           929,250
- ---------------------------------------------------------------------------------
Nike, Inc., Cl. B(1)                                     26,000         1,462,240
- ---------------------------------------------------------------------------------
Talbots, Inc. (The)(1)                                   30,000         1,087,500
- ---------------------------------------------------------------------------------
Tiffany & Co.                                            31,000           975,570
                                                                    -------------
                                                                        8,498,785
- ---------------------------------------------------------------------------------
Textile, Apparel & Home Furnishings--0.3%
Jones Apparel Group, Inc.(1)(2)                          47,000         1,558,990
- ---------------------------------------------------------------------------------
Consumer Staples--5.4%
- ---------------------------------------------------------------------------------
Broadcasting--0.9%
Cox Radio, Inc., Cl. A(2)                                48,300         1,230,684
- ---------------------------------------------------------------------------------
EchoStar Communications Corp., Cl. A(1)(2)               73,000         2,005,310
- ---------------------------------------------------------------------------------
Emmis Communications Corp., Cl. A(2)                     48,000         1,134,720
- ---------------------------------------------------------------------------------
SES Global, FDR                                          80,000           872,592
                                                                    -------------
                                                                        5,243,306
- ---------------------------------------------------------------------------------
Entertainment--2.3%
Brinker International, Inc.(1)(2)                        78,000         2,321,280
- ---------------------------------------------------------------------------------
News Corp. Ltd. (The), Sponsored ADR, Preference         56,000         1,481,760
- ---------------------------------------------------------------------------------
Nintendo Co. Ltd.                                        10,000         1,751,106
- ---------------------------------------------------------------------------------
Outback Steakhouse, Inc.(1)(2)                            6,500           222,625
- ---------------------------------------------------------------------------------
Viacom, Inc., Cl. B(1)(2)                               185,000         8,167,750
                                                                    -------------
                                                                       13,944,521
- ---------------------------------------------------------------------------------
Food--0.9%
ConAgra Foods, Inc.                                      78,000         1,854,060
- ---------------------------------------------------------------------------------
SureBeam Corp., Cl. A(2)                                 51,000           533,970
- ---------------------------------------------------------------------------------
Tyson Foods, Inc., Cl. A                                151,000         1,744,050
- ---------------------------------------------------------------------------------
Unilever NV, NY Shares                                   24,000         1,382,640
                                                                    -------------
                                                                        5,514,720
- ---------------------------------------------------------------------------------
Food & Drug Retailers--0.1%
Companhia Brasileira de Distribuicao Grupo Pao de
Acucar, Sponsored ADR                                    14,000           308,000
- ---------------------------------------------------------------------------------
Household Goods--0.5%
Wella AG                                                 55,900         2,697,716
- ---------------------------------------------------------------------------------
Wella AG, Preference, Non-Vtg.                            5,200           268,082
                                                                    -------------
                                                                        2,965,798
- ---------------------------------------------------------------------------------
Tobacco--0.7%
Philip Morris Cos., Inc.                                 85,000         3,897,250



                       Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                                     Market Value
                                                         Shares      See Note 1
- ---------------------------------------------------------------------------------
Energy--4.8%
- ---------------------------------------------------------------------------------
Energy Services--1.7%
Active Power, Inc.(2)                                    89,000     $     605,200
- ---------------------------------------------------------------------------------
Cooper Cameron Corp.(1)(2)                               36,000         1,452,960
- ---------------------------------------------------------------------------------
Core Laboratories NV(2)                                 128,800         1,805,776
- ---------------------------------------------------------------------------------
Houston Exploration Co.(2)                               34,000         1,141,720
- ---------------------------------------------------------------------------------
Noble Drilling Corp.(1)(2)                               60,600         2,062,824
- ---------------------------------------------------------------------------------
Petroleum Geo-Services ASA, Sponsored ADR(2)            177,000         1,408,920
- ---------------------------------------------------------------------------------
Transocean Sedco Forex, Inc.(1)                          40,000         1,352,800
                                                                    -------------
                                                                        9,830,200
- ---------------------------------------------------------------------------------
Oil: Domestic--2.3%
Devon Energy Corp.(1)                                    50,000         1,932,500
- ---------------------------------------------------------------------------------
Exxon Mobil Corp.                                        66,000         2,593,800
- ---------------------------------------------------------------------------------
GlobalSantaFe Corp.(1)                                   65,000         1,853,800
- ---------------------------------------------------------------------------------
Murphy Oil Corp.(1)                                      12,600         1,058,904
- ---------------------------------------------------------------------------------
Ocean Energy, Inc.                                       40,000           768,000
- ---------------------------------------------------------------------------------
Unocal Corp.                                            130,000         4,689,100
- ---------------------------------------------------------------------------------
Westport Resources Corp.(2)                              50,000           867,500
                                                                    -------------
                                                                       13,763,604
- ---------------------------------------------------------------------------------
Oil: International--0.8%
Petroleo Brasileiro SA, Preference                       33,300           737,198
- ---------------------------------------------------------------------------------
Talisman Energy, Inc.                                    64,000         2,425,609
- ---------------------------------------------------------------------------------
TotalFinaElf SA, B Shares                                 1,700           242,794
- ---------------------------------------------------------------------------------
TotalFinaElf SA, Sponsored ADR                           17,100         1,201,104
                                                                    -------------
                                                                        4,606,705
- ---------------------------------------------------------------------------------
Financial--6.7%
- ---------------------------------------------------------------------------------
Banks--4.3%
ABN Amro Holding NV                                      62,700         1,009,930
- ---------------------------------------------------------------------------------
Bank of America Corp.(1)                                134,000         8,435,300
- ---------------------------------------------------------------------------------
Bank of New York Co., Inc. (The)                         41,000         1,672,800
- ---------------------------------------------------------------------------------
BBVA Banco Frances SA(3)                                 95,000           280,250
- ---------------------------------------------------------------------------------
J.P. Morgan Chase & Co.(1)                              230,000         8,360,500
- ---------------------------------------------------------------------------------
U.S. Bancorp                                             69,000         1,444,170
- ---------------------------------------------------------------------------------
UBS AG(2)                                                25,050         1,264,344
- ---------------------------------------------------------------------------------
UniCredito Italiano SpA                                 414,000         1,662,501
- ---------------------------------------------------------------------------------
Zions Bancorp(1)                                         22,000         1,156,760
                                                                    -------------
                                                                       25,286,555
- ---------------------------------------------------------------------------------
Diversified Financial--0.2%
ICICI Ltd., Sponsored ADR                                35,500           212,290
- ---------------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.(1)                      14,800           827,912
                                                                    -------------
                                                                        1,040,202
- ---------------------------------------------------------------------------------
Insurance--0.3%
Hartford Financial Services Group, Inc.                  20,000         1,256,600
- ---------------------------------------------------------------------------------
Zurich Financial Services AG                              2,400           563,031
                                                                    -------------
                                                                        1,819,631


                      Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                                    Market Value
                                                        Shares      See Note 1
- ---------------------------------------------------------------------------------

Real Estate Investment Trusts--1.5%
Camden Property Trust                                    28,000       $ 1,027,600
- ---------------------------------------------------------------------------------
CarrAmerica Realty Corp.                                 33,000           993,300
- ---------------------------------------------------------------------------------
Developers Diversified Realty Corp.                     100,000         1,910,000
- ---------------------------------------------------------------------------------
Equity Office Properties Trust                           46,000         1,383,680
- ---------------------------------------------------------------------------------
Host Marriott Corp.                                     270,000         2,430,000
- ---------------------------------------------------------------------------------
Shurgard Storage Centers, Inc.                           44,000         1,408,000
                                                                      -----------
                                                                        9,152,580
- ---------------------------------------------------------------------------------
Savings & Loans--0.4%
Washington Mutual, Inc.                                  70,000         2,289,000
- ---------------------------------------------------------------------------------
Healthcare--5.7%
- ---------------------------------------------------------------------------------
Healthcare/Drugs--4.4%
Abbott Laboratories                                      34,500         1,923,375
- ---------------------------------------------------------------------------------
American Home Products Corp.(1)                          41,000         2,515,760
- ---------------------------------------------------------------------------------
Anthem, Inc.(2)                                          23,400         1,158,300
- ---------------------------------------------------------------------------------
AstraZeneca plc                                          38,000         1,742,471
- ---------------------------------------------------------------------------------
Biogen, Inc.(1)(2)                                       19,600         1,124,060
- ---------------------------------------------------------------------------------
GlaxoSmithKline plc, ADR                                 32,433         1,615,812
- ---------------------------------------------------------------------------------
Human Genome Sciences, Inc.(1)(2)                        12,400           418,128
- ---------------------------------------------------------------------------------
Humana, Inc.(2)                                          82,000           966,780
- ---------------------------------------------------------------------------------
Johnson & Johnson(1)                                     75,000         4,432,500
- ---------------------------------------------------------------------------------
Merck & Co., Inc.                                        40,000         2,352,000
- ---------------------------------------------------------------------------------
Millennium Pharmaceuticals, Inc.(2)                      35,000           857,850
- ---------------------------------------------------------------------------------
Novartis AG                                              74,800         2,703,126
- ---------------------------------------------------------------------------------
Pliva d.d., GDR(4)                                       20,000           207,000
- ---------------------------------------------------------------------------------
Schering-Plough Corp.                                    57,000         2,041,170
- ---------------------------------------------------------------------------------
Watson Pharmaceuticals, Inc.(1)(2)                       56,600         1,776,674
                                                                      -----------
                                                                       25,835,006
- ---------------------------------------------------------------------------------
Healthcare/Supplies & Services--1.3%
Affymetrix, Inc.(1)(2)                                   41,000         1,547,750
- ---------------------------------------------------------------------------------
Boston Scientific Corp.(1)(2)                            85,000         2,050,200
- ---------------------------------------------------------------------------------
Covance, Inc.(1)(2)                                     125,500         2,848,850
- ---------------------------------------------------------------------------------
Quintiles Transnational Corp.(1)(2)                      88,000         1,412,400
                                                                      -----------
                                                                        7,859,200
- ---------------------------------------------------------------------------------
Technology--10.4%
- ---------------------------------------------------------------------------------
Computer Hardware--3.0%
EMC Corp.(2)                                             40,000           537,600
- ---------------------------------------------------------------------------------
International Business Machines Corp.(1)                124,000        14,999,040
- ---------------------------------------------------------------------------------
Juniper Networks, Inc.(1)(2)                             64,000         1,212,800
- ---------------------------------------------------------------------------------
Stratos Lightwave, Inc.(2)                               25,000           153,750
- ---------------------------------------------------------------------------------
Sun Microsystems, Inc.(2)                                81,000           996,300
                                                                      -----------
                                                                       17,899,490
- ---------------------------------------------------------------------------------
Computer Services--0.0%
Palm, Inc.(2)                                            10,500            40,740


                       Oppenheimer Multiple Strategies Fund/VA                9


Statement of Investments  (Continued)

                                                                    Market Value
                                                        Shares      See Note 1
- ---------------------------------------------------------------------------------

Computer Software--1.8%
Computer Associates International, Inc.(1)               33,000       $ 1,138,170
- ---------------------------------------------------------------------------------
i2 Technologies, Inc.(2)                                138,000         1,090,200
- ---------------------------------------------------------------------------------
Intuit, Inc.(1)(2)                                       13,100           560,418
- ---------------------------------------------------------------------------------
Oracle Corp.(2)                                          55,000           759,550
- ---------------------------------------------------------------------------------
Peoplesoft, Inc.(1)(2)                                   67,000         2,693,400
- ---------------------------------------------------------------------------------
Red Hat, Inc.(2)                                         93,000           660,300
- ---------------------------------------------------------------------------------
Synopsys, Inc.(1)(2)                                     35,000         2,067,450
- ---------------------------------------------------------------------------------
Veritas Software Corp.(1)(2)                             14,000           627,620
- ---------------------------------------------------------------------------------
Yahoo!, Inc.(1)(2)                                       49,000           869,260
                                                                      -----------
                                                                       10,466,368
- ---------------------------------------------------------------------------------
Communications Equipment--0.5%
Cisco Systems, Inc.(2)                                   73,000         1,322,030
- ---------------------------------------------------------------------------------
L.M. Ericsson Telephone Co., ADR, Cl. B                 210,000         1,096,200
- ---------------------------------------------------------------------------------
Nortel Networks Corp.                                   100,000           750,000
                                                                      -----------
                                                                        3,168,230
- ---------------------------------------------------------------------------------
Electronics--5.1%
Analog Devices, Inc.(1)(2)                               63,000         2,796,570
- ---------------------------------------------------------------------------------
Applied Micro Circuits Corp.(1)(2)                       67,000           758,440
- ---------------------------------------------------------------------------------
ASML Holding NV(2)                                       70,000         1,193,500
- ---------------------------------------------------------------------------------
Cognex Corp.(2)                                          73,000         1,869,530
- ---------------------------------------------------------------------------------
General Motors Corp., Cl. H(2)                           42,000           648,900
- ---------------------------------------------------------------------------------
Intel Corp.(1)                                          199,000         6,258,550
- ---------------------------------------------------------------------------------
International Rectifier Corp.(1)(2)                      17,000           592,960
- ---------------------------------------------------------------------------------
JDS Uniphase Corp.(2)                                    95,000           824,600
- ---------------------------------------------------------------------------------
Keyence Corp.                                             8,360         1,389,931
- ---------------------------------------------------------------------------------
KLA-Tencor Corp.(2)                                      48,000         2,378,880
- ---------------------------------------------------------------------------------
Lam Research Corp.(2)                                    81,000         1,880,820
- ---------------------------------------------------------------------------------
National Semiconductor Corp.(1)(2)                       64,000         1,970,560
- ---------------------------------------------------------------------------------
Sony Corp.                                               13,000           594,155
- ---------------------------------------------------------------------------------
Sony Corp., Sponsored ADR                                 6,000           270,600
- ---------------------------------------------------------------------------------
STMicroelectronics NV, NY Registered Shares(1)           64,000         2,026,880
- ---------------------------------------------------------------------------------
Teradyne, Inc.(1)(2)                                     94,000         2,833,160
- ---------------------------------------------------------------------------------
Waters Corp.(1)(2)                                       44,000         1,705,000
                                                                      -----------
                                                                       29,993,036
- ---------------------------------------------------------------------------------
Transportation--1.1%
- ---------------------------------------------------------------------------------
Air Transportation--0.2%
Delta Air Lines, Inc.                                    18,000           526,680
- ---------------------------------------------------------------------------------
Singapore Airlines Ltd.                                 116,000           691,037
                                                                      -----------
                                                                        1,217,717
- ---------------------------------------------------------------------------------
Railroads & Truckers--0.6%
Burlington Northern Santa Fe Corp.                       56,000         1,597,680
- ---------------------------------------------------------------------------------
Swift Transportation Co., Inc.(1)(2)                     90,000         1,935,900
                                                                      -----------
                                                                        3,533,580


                     Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                                    Market Value
                                                      Shares        See Note 1
- ---------------------------------------------------------------------------------
Shipping--0.3%
United Parcel Service, Inc., Cl. B(1)                       34,000   $  1,853,000
- ---------------------------------------------------------------------------------
Utilities--1.7%
- ---------------------------------------------------------------------------------
Electric Utilities--1.2%
Edison International(2)                                     45,300        684,030
- ---------------------------------------------------------------------------------
Energy East Corp.                                           65,000      1,234,350
- ---------------------------------------------------------------------------------
Northeast Utilities Co.                                     86,000      1,516,180
- ---------------------------------------------------------------------------------
NorthWestern Corp.                                          57,000      1,199,850
- ---------------------------------------------------------------------------------
Progress Energy, Inc.                                       28,000      1,260,840
- ---------------------------------------------------------------------------------
Xcel Energy, Inc.                                           43,000      1,192,820
                                                                     ------------
                                                                        7,088,070
- ---------------------------------------------------------------------------------
Gas Utilities--0.5%
Dynegy, Inc.(1)                                             30,000        765,000
- ---------------------------------------------------------------------------------
El Paso Corp.(1)                                            16,000        713,760
- ---------------------------------------------------------------------------------
Enron Corp.                                                245,000        147,000
- ---------------------------------------------------------------------------------
NiSource, Inc.                                              54,000      1,245,240
                                                                     ------------
                                                                        2,871,000
                                                                     ------------
Total Common Stocks (Cost $242,321,711)                               304,568,644
=================================================================================
Preferred Stocks--0.6%
- ---------------------------------------------------------------------------------
Qwest Trends Trust, 5.75% Cv.(4)                            63,000      1,866,375
- ---------------------------------------------------------------------------------
Rouse Co. (The), $3.00 Cv., Series B                        23,000      1,000,500
- ---------------------------------------------------------------------------------
Sovereign Capital Trust II, 7.50% Cv.
Preferred Income Equity Redeemable Stock,
Units (each unit consists of one preferred
plus one warrant to purchase 5.3355
shares of Sovereign Bancorp common stock)(5)                12,500        875,000
                                                                     ------------
Total Preferred Stocks (Cost $4,740,578)                                3,741,875
                                                      Units
=================================================================================
Rights, Warrants and Certificates--0.0%
- ---------------------------------------------------------------------------------
Applera Corp./Applied Biosystems Group, Cl. G Wts.,
Exp.9/11/03(2)(3)                                              249          3,735
- ---------------------------------------------------------------------------------
Covergent Communications, Inc. Wts., Exp. 4/1/08(2)(3)       1,000            375
- ---------------------------------------------------------------------------------
HF Holdings, Inc. Wts., Exp. 9/27/09(2)(3)                   2,592            259
- ---------------------------------------------------------------------------------
Mexico Value Rts., Exp.6/30/03(2)                        4,450,000          1,214
- ---------------------------------------------------------------------------------
Terex Corp. Rts., Exp. 5/15/02(2)(3)                         4,000         70,660
                                                                     ------------
Total Rights, Warrants and Certificates
(Cost $38,888)                                                             76,243
                                                      Principal
                                                      Amount
=================================================================================
Mortgage-Backed Obligations--5.4%
- ---------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Gtd. Multiclass Mtg. Pass-Through
Certificates, 7%,5/1/29                               $  3,324,595      3,396,008
- ---------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
Interest-Only Stripped Mtg.-Backed Security:
Series 203, Cl. IO, 17.13%, 6/15/29(6)                  11,818,643      3,098,700
Series 204, Cl. IO, 11.08%, 5/15/29(6)                  10,960,619      2,866,887
- ---------------------------------------------------------------------------------
Federal National Mortgage Assn.:
6%, 5/1/16                                             18,775,107      18,855,090
6.50%, 11/1/27                                          2,854,692       2,865,455
- ---------------------------------------------------------------------------------
Government National Mortgage Assn., 8%, 4/15/23         1,059,389       1,124,584
                                                                     ------------
Total Mortgage-Backed Obligations (Cost $30,879,542)                   32,206,724


                       Oppenheimer Multiple Strategies Fund/VA               11


Statement of Investments  (Continued)

                                                   Principal         Market Value
                                                   Amount            See Note 1
=================================================================================

U.S. Government Obligations--13.0%
- ---------------------------------------------------------------------------------
U.S. Treasury Bonds:
6%, 2/15/26                                        $    575,000     $     592,789
7.50%, 11/15/16                                       1,310,000         1,549,536
8.875%, 8/15/17                                       2,900,000         3,850,658
STRIPS, 6.30%, 8/15/25(7)                            10,965,000         2,732,182
STRIPS, 6.54%, 8/15/15(7)                             6,035,000         2,718,822
STRIPS, 7.10%, 11/15/18(7)                           13,600,000         4,942,566
STRIPS, 7.26%, 11/15/18(7)                            8,500,000         3,089,104
STRIPS, 7.31%, 8/15/19(7)                            15,300,000         5,306,667
- ---------------------------------------------------------------------------------
U.S. Treasury Nts.:
3.50%, 11/15/06                                       5,000,000         4,821,485
5%, 8/15/11                                           5,000,000         4,989,065
5.75%, 8/15/03                                        3,300,000         3,458,169
5.875%, 9/30/02                                      15,000,000        15,448,830
6.125%, 8/15/07                                       3,500,000         3,766,879
6.25%, 2/15/07                                        8,800,000         9,510,882
6.375%, 8/15/02                                       5,000,000         5,143,950
6.50%, 8/15/05-10/15/06                               4,655,000         5,065,542
                                                                    -------------
Total U.S. Government Obligations (Cost $72,114,208)                   76,987,126
=================================================================================
Foreign Government Obligations--12.0%
- ---------------------------------------------------------------------------------
Argentina--1.0%
Argentina (Republic of) Nts., 14.25%, 11/30/02(9)     13,125,000         5,020,312
- ---------------------------------------------------------------------------------
Argentina (Republic of) Par Bonds, 6%, 3/31/23(9)      1,665,000           718,031
                                                                    -------------
                                                                        5,738,343
- ---------------------------------------------------------------------------------
Australia--0.4%
New South Wales Treasury Corp. Gtd. Bonds,
7%, 4/1/04(AUD)                                       3,160,000         1,683,915
- ---------------------------------------------------------------------------------
Queensland Treasury Corp. Global Exchangeable
Gtd. Nts., 10.50%, 5/15/03(AUD)                       1,800,000           994,142
                                                                    -------------
                                                                        2,678,057
- ---------------------------------------------------------------------------------
Brazil--4.9%
Brazil (Federal Republic of) Debt
Capitalization Bonds, Series 20 yr., 8%, 4/15/14     21,161,780        16,347,476
- ---------------------------------------------------------------------------------
Brazil (Federal Republic of) Eligible Interest
Bonds, 3.188%, 4/15/06(9)                            14,320,800        12,566,502
                                                                    -------------
                                                                       28,913,978
- ---------------------------------------------------------------------------------
Canada--2.0%
Canada (Government of) Bonds:
8.50%, 4/1/02(CAD)                                    1,500,000           956,756
8.75%, 12/1/05(CAD)                                  12,200,000         8,864,432
Series WL43, 5.75%, 6/1/29(CAD)                       3,670,000         2,334,702
                                                                    -------------
                                                                       12,155,890
- ---------------------------------------------------------------------------------
Denmark--0.7%
Denmark (Kingdom of) Bonds, 8%, 3/15/06(DKK)         32,100,000         4,312,726
- ---------------------------------------------------------------------------------
Great Britain--0.7%
United Kingdom Treasury Bonds, 6.75%,11/26/04(GBP)    2,680,000         4,089,645
- ---------------------------------------------------------------------------------
Mexico--0.7%
United Mexican States Collateralized Fixed
Rate Par Bonds,
Series W-A, 6.25%, 12/31/19                           4,450,000         4,121,813
- ---------------------------------------------------------------------------------
New Zealand--1.2%
New Zealand (Government of) Bonds, 10%, 3/15/02(NZD) 16,800,000         7,065,262

                     Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                   Principal         Market Value
                                                   Amount            See Note 1
- ---------------------------------------------------------------------------------
Philippines--0.2%
Philippines (Republic of) Bonds, 8.60%,
6/15/27(3)                                         $  1,500,000     $   1,128,750
- ---------------------------------------------------------------------------------
South Africa--0.2%
Eskom Depositary Receipts, Series E168, 11%,
6/1/08(ZAR)                                          12,570,000         1,008,950
                                                                    -------------
Total Foreign Government Obligations
(Cost $84,109,850)                                                     71,213,414
=================================================================================
Non-Convertible Corporate Bonds and Notes--10.7%
- ---------------------------------------------------------------------------------
Basic Materials--1.4%
- ---------------------------------------------------------------------------------
Chemicals--0.5%
Avecia Group plc, 11% Sr. Unsec. Nts., 7/1/09           500,000           480,000
- ---------------------------------------------------------------------------------
Huntsman Corp./ICI Chemical Co. plc, Zero Coupon
Sr. Unsec. Disc. Nts.,
13.08%, 12/31/09(7)                                   1,000,000           255,000
- ---------------------------------------------------------------------------------
ISP Holdings, Inc., 10.625% Bonds, 12/15/09(4)          250,000           251,250
- ---------------------------------------------------------------------------------
Lyondell Chemical Co.:
9.625% Sr. Sec. Nts., Series A, 5/1/07                  250,000           253,125
9.875% Sec. Nts., Series B, 5/1/07                      450,000           453,375
10.875% Sr. Sub. Nts., 5/1/09                           150,000           139,125
- ---------------------------------------------------------------------------------
NL Industries, Inc., 11.75% Sr. Sec. Nts., 10/15/03      57,000            56,715
- ---------------------------------------------------------------------------------
OM Group, Inc., 9.25% Sr. Sub. Nts., 12/15/11(4)        250,000           256,250
- ---------------------------------------------------------------------------------
Rohm & Haas Co., 7.85% Unsec. Debs., 7/15/29            400,000           446,831
- ---------------------------------------------------------------------------------
Sterling Chemicals, Inc.:
11.75% Sr. Unsec. Sub. Nts., 8/15/06(8)                 335,000            25,125
12.375% Sr. Sec. Nts., Series B, 7/15/06(8)             650,000           542,750
                                                                    -------------
                                                                        3,159,546
- ---------------------------------------------------------------------------------
Metals--0.6%
AK Steel Corp., 9.125% Sr. Nts., 12/15/06               655,000           673,012
- ---------------------------------------------------------------------------------
Alcoa, Inc., 6% Bonds, 1/15/12                          750,000           745,948
- ---------------------------------------------------------------------------------
Kaiser Aluminum & Chemical Corp.:
10.875% Sr. Nts., Series B, 10/15/06(8)                 250,000           228,750
12.75% Sr. Sub. Nts., 2/1/03(8)                       1,000,000           735,000
- ---------------------------------------------------------------------------------
Metallurg, Inc., 11% Sr. Nts., 12/1/07                  450,000           389,250
- ---------------------------------------------------------------------------------
United States Steel LLC, 10.75% Sr. Nts., 8/1/08        700,000           672,000
                                                                    -------------
                                                                        3,443,960
- ---------------------------------------------------------------------------------
Paper--0.3%
Aracruz Celulose SA, 10.375% Debs., 1/31/02(3)          430,000           432,687
- ---------------------------------------------------------------------------------
Doman Industries Ltd., 8.75% Sr. Nts., 3/15/04          700,000           129,500
- ---------------------------------------------------------------------------------
Repap New Brunswick, Inc., 11.50% Sr. Sec. Nts., 6/1/04 200,000           227,500
- ---------------------------------------------------------------------------------
Riverwood International Corp.:
10.625% Sr. Unsec. Nts., 8/1/07                         500,000           527,500
10.875% Sr. Sub. Nts., 4/1/08                           250,000           255,000
                                                                    -------------
                                                                        1,572,187
- ---------------------------------------------------------------------------------
Capital Goods--0.8%
- ---------------------------------------------------------------------------------
Aerospace/Defense--0.1%
Boeing Capital Corp., 6.50% Nts., 2/15/12               750,000           747,718


                       Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                   Principal         Market Value
                                                   Amount            See Note 1
- ---------------------------------------------------------------------------------
Industrial Services--0.3%
Allied Waste North America, Inc.:
8.875% Sr. Nts., Series B, 4/1/08                  $    200,000      $    207,000
10% Sr. Unsec. Sub. Nts., Series B, 8/1/09            1,000,000         1,035,000
- ---------------------------------------------------------------------------------
IT Group, Inc., 11.25% Sr. Unsec. Sub. Nts.,
Series B, 4/1/09(3)(8)                                  400,000            74,000
- ---------------------------------------------------------------------------------
United Rentals, Inc., 9% Sr. Unsec. Sub. Nts.,
Series B, 4/1/09                                        500,000           490,000
                                                                     ------------
                                                                        1,806,000
- ---------------------------------------------------------------------------------
Manufacturing--0.4%
Blount, Inc., 13% Sr. Sub. Nts., 8/1/09                 700,000           325,500
- ---------------------------------------------------------------------------------
Caterpillar, Inc., 7.375% Unsec. Debs.,
3/1/97                                                  400,000           418,155
- ---------------------------------------------------------------------------------
International Wire Group, Inc., 11.75% Sr.
Sub. Nts., Series B, 6/1/05                             500,000           412,500
- ---------------------------------------------------------------------------------
John Deere Capital Corp., 6% Unsec. Nts.,
2/15/09                                                 500,000           488,931
- ---------------------------------------------------------------------------------
Terex Corp., 9.25% Sr. Sub. Nts., 7/15/11(4)            250,000           251,250
- ---------------------------------------------------------------------------------
Tyco International Group SA, 6.375% Nts.,
10/15/11                                                750,000           734,008
- ---------------------------------------------------------------------------------
                                                                        2,630,344
                                                                     ------------
Communication Services--1.6%
Telecommunications: Long Distance--0.4%
Dobson Communications Corp., 10.875% Sr.
Unsec. Nts., 7/1/10                                     400,000           415,000
- ---------------------------------------------------------------------------------
Leap Wireless International, Inc., 0%/14.50%
Sr. Unsec. Disc. Nts., 4/15/10(10)                      300,000           108,000
- ---------------------------------------------------------------------------------
Metromedia Fiber Network, Inc., 10%
Sr. Unsec. Nts., Series B, 11/15/08                     750,000           221,250
- ---------------------------------------------------------------------------------
Triton PCS, Inc., 8.75% Sr. Sub. Nts.,
11/15/11(4)                                             400,000           402,000
- ---------------------------------------------------------------------------------
Vodafone Group plc, 7.75% Unsec. Unsub. Nts.,
2/15/10                                                 400,000           439,988
- ---------------------------------------------------------------------------------
WorldCom, Inc., 6.95% Sr. Unsec. Nts., 8/15/28          900,000           815,562
- ---------------------------------------------------------------------------------
XO Communications, Inc., 0%/12.25% Sr. Unsec.
Disc. Nts., 6/1/09(8)(10)                               350,000            29,750
                                                                     ------------
                                                                        2,431,550
- ---------------------------------------------------------------------------------
Telecommunications: Wireless--1.2%
American Cellular Corp., 9.50% Sr. Sub. Nts.,
10/15/09                                                500,000           487,500
- ---------------------------------------------------------------------------------
American Tower Corp., 9.375% Sr. Nts.,
2/1/09                                                  800,000           648,000
- ---------------------------------------------------------------------------------
Crown Castle International Corp., 9% Sr. Nts.,
5/15/11                                                 500,000           450,000
- ---------------------------------------------------------------------------------
Horizon PCS, Inc., 0%/14% Sr. Unsec. Sub. Nts.,
10/1/10(10)                                             300,000           156,000
- ---------------------------------------------------------------------------------
Leap Wireless International, Inc., 12.50% Sr. Nts.,
4/15/10                                                 400,000           306,000
- ---------------------------------------------------------------------------------
Loral Space & Communications Ltd., 9.50% Sr. Nts.,
1/15/06                                                 200,000           111,000
- ---------------------------------------------------------------------------------
Millicom International Cellular SA, 13.50%
Sr. Disc. Nts., 6/1/06                                1,250,000           831,250
- ---------------------------------------------------------------------------------
Nextel Communications, Inc.:
0%/9.95% Sr. Disc. Nts., 2/15/08(10)                    200,000           138,000
9.375% Sr. Unsec. Nts., 11/15/09                        900,000           713,250
12% Sr. Unsec. Nts., 11/1/08                            250,000           221,875
- ---------------------------------------------------------------------------------
Omnipoint Corp., 11.50% Sr. Nts., 9/15/09(4)            250,000           290,000
- ---------------------------------------------------------------------------------
ORBCOMM Global LP/ORBCOMM Capital Corp., 14%
Sr. Nts., 8/15/04(2)(3)(8)                              200,000             7,000
- ---------------------------------------------------------------------------------
Rural Cellular Corp., 9.625% Sr. Sub. Nts.,
Series B, 5/15/08                                       750,000           776,250
- ---------------------------------------------------------------------------------
Tritel PCS, Inc., 10.375% Sr. Sub. Nts.,
1/15/11                                                 400,000           460,000
- ---------------------------------------------------------------------------------
Triton PCS, Inc., 9.375% Sr. Unsec. Sub. Nts.,
2/1/11                                                  300,000           312,000
- ---------------------------------------------------------------------------------
VoiceStream Wireless Corp., 10.375%
Sr. Unsec. Nts., 11/15/09                             1,010,000         1,151,400
                                                                     ------------
                                                                        7,059,525

                     Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                   Principal         Market Value
                                                   Amount            See Note 1
- ---------------------------------------------------------------------------------
Consumer Cyclicals--1.7%
- ---------------------------------------------------------------------------------
Autos & Housing--0.6%
D.R. Horton, Inc., 9.75% Sr. Sub. Nts.,
9/15/10                                            $    400,000      $    414,000
- ---------------------------------------------------------------------------------
Ford Motor Co., 7.70% Unsec. Debs.,
5/15/97                                                 400,000           354,788
- ---------------------------------------------------------------------------------
Hayes Lemmerz International, Inc., 11.875%
Sr. Nts., 6/15/06(2)(4)(8)                              250,000           120,000
- ---------------------------------------------------------------------------------
KB Home:
7.75% Sr. Nts., 10/15/04(3)                             400,000           408,000
8.65% Sr. Sub. Nts., 12/15/08                           600,000           606,000
- ---------------------------------------------------------------------------------
Toll Corp., 8.25% Sr. Sub. Nts.,
12/1/11                                               1,750,000         1,741,250
                                                                     ------------
                                                                        3,644,038
- ---------------------------------------------------------------------------------
Consumer Services--0.1%
Allied Waste North America, Inc., 8.50%
Sr. Nts., 12/1/08(4)                                    300,000           304,500
- ---------------------------------------------------------------------------------
Leisure & Entertainment--0.4%
Horseshoe Gaming LLC, 8.625%
Sr. Sub. Nts., 5/15/09                                  400,000           415,000
- ---------------------------------------------------------------------------------
Host Marriott LP, 9.50% Sr. Nts.,
1/15/07(4)                                              400,000           402,500
- ---------------------------------------------------------------------------------
Meristar Hospitality Corp., 8.75%
Sr. Unsec. Sub. Nts., 8/15/07                           500,000           421,250
- ---------------------------------------------------------------------------------
MGM Mirage, Inc., 8.375% Sr. Unsec. Sub. Nts.,
2/1/11                                                  400,000           397,000
- ---------------------------------------------------------------------------------
Premier Parks, Inc., 9.75% Sr. Nts.,
6/15/07                                                 500,000           524,375
                                                                    -------------
                                                                        2,160,125
- ---------------------------------------------------------------------------------
Media--0.3%
Adelphia Communications Corp., 10.25%
Sr. Unsec. Nts., 11/1/06                                250,000           256,250
- ---------------------------------------------------------------------------------
Lamar Advertising Co., 9.625%
Sr. Unsec. Sub. Nts., 12/1/06                           150,000           157,312
- ---------------------------------------------------------------------------------
Time Warner Entertainment Co. LP, 10.15%
Sr. Nts., 5/1/12                                        500,000           630,413
- ---------------------------------------------------------------------------------
Time Warner, Inc., 9.125%
Debs., 1/15/13                                          500,000           593,736
                                                                     ------------
                                                                        1,637,711
- ---------------------------------------------------------------------------------
Retail: General--0.1%
Wal-Mart Stores, Inc., 7.55%
Sr. Unsec. Nts., 2/15/30                                400,000           460,562
- ---------------------------------------------------------------------------------
Retail: Specialty--0.2%
Amazon. com, Inc., 0%/10%
Sr. Unsec. Disc. Nts., 5/1/08(10)                       500,000           372,500
- ---------------------------------------------------------------------------------
CSK Auto, Inc., 12% Sr. Nts., 6/15/06(4)                300,000           303,750
- ---------------------------------------------------------------------------------
Petco Animal Supplies, Inc., 10.75%
Sr. Sub. Nts., 11/1/11(4)                               250,000           256,250
                                                                    -------------
                                                                          932,500
- ---------------------------------------------------------------------------------
Consumer Staples--2.9%
- ---------------------------------------------------------------------------------
Beverages--0.2%
Canandaigua Brands, Inc., 8.625%
Sr. Unsec. Nts., 8/1/06                                 700,000           724,500
- ---------------------------------------------------------------------------------
Coca-Cola Co. (The), 7.375%
Unsec. Debs., 7/29/93                                   360,000           378,145
                                                                    -------------
                                                                        1,102,645

                       Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                      Principal     Market Value
                                                         Amount     See Note 1
- ---------------------------------------------------------------------------------
Broadcasting--2.2%
Adelphia Communications Corp.:
9.375% Sr. Nts., 11/15/09                          $    750,000     $     724,688
10.25% Sr. Unsec. Sub. Nts., 6/15/11                    700,000           701,750
10.875% Sr. Unsec. Nts., 10/1/10                        500,000           513,125
- ---------------------------------------------------------------------------------
Chancellor Media Corp., 8.75% Sr. Unsec.
Sub. Nts., Series B, 6/15/07                          1,000,000         1,045,000
- ---------------------------------------------------------------------------------
Charter Communications Holdings
LLC/Charter Communications Holdings
Capital Corp.:
0%/9.92% Sr. Unsec. Disc. Nts., 4/1/11(10)            1,750,000         1,275,313
10% Sr. Nts., 4/1/09                                    600,000           618,750
- ---------------------------------------------------------------------------------
Cumulus Media, Inc., 10.375% Sr. Unsec. Sub.
Nts., 7/1/08                                            300,000           315,750
- ---------------------------------------------------------------------------------
EchoStar Broadband Corp., 10.375% Sr. Unsec.
Nts., 10/1/07                                         1,300,000         1,368,250
- ---------------------------------------------------------------------------------
EchoStar DBS Corp., 9.375% Sr. Unsec.
Nts., 2/1/09                                            700,000           724,500
- ---------------------------------------------------------------------------------
Mediacom LLC/Mediacom Capital Corp., 9.50%
Sr. Unsec. Nts., 1/15/13                                500,000           521,250
- ---------------------------------------------------------------------------------
NTL Communications Corp., 0%/12.375%
Sr. Unsec. Nts., Series B, 10/1/08(10)                  500,000           127,500
- ---------------------------------------------------------------------------------
NTL, Inc., 10% Sr. Nts., Series B, 2/15/07              900,000           310,500
- ---------------------------------------------------------------------------------
Rogers Cablesystems Ltd., 10% Second
Priority Sr. Sec. Debs., 12/1/07                      1,000,000         1,085,000
- ---------------------------------------------------------------------------------
Sinclair Broadcast Group, Inc.:
8.75% Sr. Sub. Nts., 12/15/07                           900,000           902,250
8.75% Sr. Sub. Nts., 12/15/11(4)                        250,000           251,250
9% Sr. Unsec. Sub. Nts., 7/15/07                        375,000           378,750
10% Sr. Sub. Nts., 9/30/05                              200,000           206,666
- ---------------------------------------------------------------------------------
Telewest Communications plc:
9.625% Sr. Debs., 10/1/06                               500,000           345,000
11% Sr. Disc. Debs., 10/1/07                          1,000,000           725,000
- ---------------------------------------------------------------------------------
United Pan-Europe Communications NV, 10.875%
Sr. Unsec. Nts., Series B, 8/1/09                       400,000            54,000
- ---------------------------------------------------------------------------------
Viacom, Inc., 7.70% Sr. Unsec. Nts., 7/30/10            750,000           815,202
                                                                    -------------
                                                                       13,009,494
- ---------------------------------------------------------------------------------
Entertainment--0.1%
AMC Entertainment, Inc., 9.50%
Sr. Unsec. Sub. Nts., 2/1/11                            300,000           292,875
- ---------------------------------------------------------------------------------
Food-0.1%
Great Atlantic & Pacific Tea Co.,
Inc. (The), 9.125% Sr. Nts., 12/15/11                   250,000           251,875
- ---------------------------------------------------------------------------------
Smithfield Foods, Inc., 8% Sr. Nts.,
10/15/09(4)                                             400,000           414,000
                                                                    -------------
                                                                          665,875
- ---------------------------------------------------------------------------------
Food & Drug Retailers--0.2%
Fleming Cos., Inc.:
10.50% Sr. Sub. Nts., Series B, 12/1/04                 300,000           297,750
10.625% Sr. Sub. Nts., 7/31/07                          500,000           480,000
10.625% Sr. Sub. Nts., Series B, 7/31/07                500,000           480,000
                                                                    -------------
                                                                        1,257,750
- ---------------------------------------------------------------------------------
Household Goods--0.1%
Pennzoil-Quaker State Co., 10% Sr. Nts.,
11/1/08(4)                                              250,000           262,500
- ---------------------------------------------------------------------------------
Revlon Consumer Products Corp.:
9% Sr. Nts., 11/1/06                                    200,000           138,000
12% Sr. Sec. Nts., 12/1/05(4)                           250,000           249,688
                                                                    -------------
                                                                          650,188

                     Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                   Principal        Market Value
                                                   Amount           See Note 1
- ---------------------------------------------------------------------------------
Energy--0.4%
- ---------------------------------------------------------------------------------
Energy Services--0.2%
Chesapeake Energy Corp., 8.125%
Sr. Unsec. Nts., 4/1/11                            $    400,000     $     390,000
- ---------------------------------------------------------------------------------
Frontier Oil Corp., 11.75%
Sr. Nts., 11/15/09(3)                                   250,000           266,250
- ---------------------------------------------------------------------------------
Hornbeck-Leevac Marine Services, Inc., 10.625%
Sr. Nts., 8/1/08(4)                                     250,000           255,000
- ---------------------------------------------------------------------------------
R&B Falcon Corp., 9.50%
Sr. Unsec. Nts., 12/15/08                               500,000           565,169
                                                                    -------------
                                                                        1,476,419
- ---------------------------------------------------------------------------------
Oil: Domestic--0.2%
Conoco, Inc., 6.95% Sr. Unsec. Nts.,
4/15/29                                                 400,000           407,999
- ---------------------------------------------------------------------------------
Forest Oil Corp., 10.50% Sr. Unsec.
Sub. Nts., 1/15/06                                      400,000           426,000
- ---------------------------------------------------------------------------------
Stone Energy Corp., 8.25% Sr. Sub.
Nts., 12/15/11(4)                                       250,000           255,000
- ---------------------------------------------------------------------------------
Westport Resources Corp., 8.25%
Sr. Unsec. Sub. Nts., 11/1/11(4)                        250,000           253,750
                                                                    -------------
                                                                        1,342,749
- ---------------------------------------------------------------------------------
Financial--1.0%
- ---------------------------------------------------------------------------------
Banks--0.1%
ABN Amro Bank NV (NY Branch), 7.125%
Sub. Nts., Series B, 10/15/93                           400,000           411,174
- ---------------------------------------------------------------------------------
Bank of America Corp., 7.80%
Jr. Unsec. Sub. Nts., 2/15/10                           400,000           438,130
                                                                    -------------
                                                                          849,304
- ---------------------------------------------------------------------------------
Diversified Financial--0.8%
Citigroup, Inc., 6.875% Unsec. Nts.,
2/15/98                                                 450,000           434,486
- ---------------------------------------------------------------------------------
Federal National Mortgage
Assn. Nts.:
5.125%, 2/13/04                                       1,750,000         1,810,606
7.125%, 1/15/30                                         400,000           446,292
- ---------------------------------------------------------------------------------
General Electric Capital Corp., 7.25%
Nts., Series A, 2/1/05                                  400,000           434,276
- ---------------------------------------------------------------------------------
Goldman Sachs Group, Inc. (The), 7.80%
Sr. Unsec. Unsub. Nts., Series B, 1/28/10               400,000           432,574
- ---------------------------------------------------------------------------------
International Business Machines Corp.,
7.125% Sr. Unsec. Unsub. Debs., 12/1/96                 400,000           405,631
- ---------------------------------------------------------------------------------
J.P. Morgan Chase & Co., 6.75% Sub. Nts.,
2/1/11                                                  750,000           769,053
- ---------------------------------------------------------------------------------
Metris Cos., Inc., 10% Sr. Unsec. Nts.,
11/1/04(3)                                              200,000           191,000
                                                                    -------------
                                                                        4,923,918
- ---------------------------------------------------------------------------------
Real Estate Investment Trusts--0.1%
Meristar Hospitality Corp., 9.125%
Sr. Nts., 1/15/11                                       500,000           472,500
- ---------------------------------------------------------------------------------
Meristar Hospitality Operating
Partnership/Finance Corp. II, 10.50%
Sr. Nts., 6/15/09(4)                                    250,000           251,563
                                                                    -------------
                                                                          724,063
- ---------------------------------------------------------------------------------
Healthcare--0.1%
- ---------------------------------------------------------------------------------
Healthcare/Drugs--0.0%
Amgen, Inc., 8.125% Unsec. Debs., 4/1/97                 91,000            89,352
- ---------------------------------------------------------------------------------
Healthcare/Supplies & Services--0.1%
Sun Healthcare Group, Inc., 9.375%
Sr. Sub. Nts., 5/1/08(2)(3)(8)                        1,000,000               150
- ---------------------------------------------------------------------------------
Tenet Healthcare Corp., 8.125%
Sr. Unsec. Sub. Nts., Series B, 12/1/08(3)              450,000           477,000
                                                                    -------------
                                                                          477,150
- ---------------------------------------------------------------------------------
Technology--0.1%
- ---------------------------------------------------------------------------------
Electronics--0.1%
Amkor Technology, Inc., 9.25%
Sr. Unsec. Nts., 5/1/06                                 700,000           672,000
- ---------------------------------------------------------------------------------
Motorola, Inc., 5.22%
Unsec. Debs., 10/1/97                                   140,000            86,878
                                                                    -------------
                                                                          758,878

                       Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

                                                   Principal        Market Value
                                                   Amount           See Note 1
- ---------------------------------------------------------------------------------
Transportation--0.2%
- ---------------------------------------------------------------------------------
Air Transportation--0.1%
Amtran, Inc., 10.50% Sr. Nts., 8/1/04              $    500,000     $     401,250
- ---------------------------------------------------------------------------------
Railroads & Truckers--0.1%
Norfolk Southern Corp., 7.90% Sr. Bonds,
5/15/97                                                 400,000           414,497
- ---------------------------------------------------------------------------------
Utilities--0.5%
- ---------------------------------------------------------------------------------
Electric Utilities--0.3%
AES Corp. (The), 8.875% Sr. Unsec. Nts.,
2/15/11                                                 400,000           354,000
- ---------------------------------------------------------------------------------
BRL Universal Equipment Corp., 8.875%
Sr. Sec. Nts., 2/15/08(4)                               500,000           522,500
- ---------------------------------------------------------------------------------
Calpine Corp.:
8.50% Sr. Unsec. Nts., 2/15/11                          400,000           364,541
8.75% Sr. Nts., 7/15/07                                 300,000           271,062
- ---------------------------------------------------------------------------------
Chesapeake Energy Corp., 8.375%
Sr. Nts., 11/1/08(4)                                    400,000           397,000
                                                                    -------------
                                                                        1,909,103
- ---------------------------------------------------------------------------------
Gas Utilities--0.2%
Funding Corp./Beaver Valley Funding Corp., 9%
Second Lease Obligation Bonds, 6/1/17                   989,000         1,083,641
                                                                    -------------
Total Non-Convertible Corporate
Bonds and Notes (Cost $66,196,835)                                     63,419,417
=================================================================================
Convertible Corporate Bonds and Notes--2.3%
- ---------------------------------------------------------------------------------
Alkermes, Inc.,3.75% Cv. Sub. Nts., 2/15/07           2,000,000         1,365,000
- ---------------------------------------------------------------------------------
CNET Networks, Inc., 5% Cv. Unsec. Nts., 3/1/06       3,000,000         1,927,500
- ---------------------------------------------------------------------------------
Gilat Satellite Networks Ltd., 4.25%
Cv. Unsec. Sub. Nts., 3/15/05                         1,500,000           397,500
- ---------------------------------------------------------------------------------
Human Genome Sciences, Inc., 3.75%
Cv. Unsec. Nts., 3/15/07                                750,000           567,187
- ---------------------------------------------------------------------------------
i2 Technologies, Inc., 5.25% Cv. Sub. Nts.,
12/15/06                                              1,000,000           742,500
- ---------------------------------------------------------------------------------
Incyte Genomics, Inc., 5.50% Cv. Unsec.
Nts.,2/1/07                                           2,500,000         1,921,875
- ---------------------------------------------------------------------------------
Quanex Corp.,6.88% Cv. Unsec. Sub.
Nts.,6/30/07                                          1,200,000         1,243,500
- ---------------------------------------------------------------------------------
RF Micro Devices, Inc., 3.75%
Cv. Nts., 8/15/05                                     2,250,000         1,859,063
- ---------------------------------------------------------------------------------
Sepracor, Inc., 5% Cv. Sub. Nts.,
2/15/07                                               2,000,000         1,750,000
- ---------------------------------------------------------------------------------
Sunrise Assisted Living, Inc.,
5.50% Cv. Nts., 6/15/02                               1,000,000         1,013,750
- ---------------------------------------------------------------------------------
Vitesse Semiconductor Corp., 4%
Cv. Sub. Nts., 3/15/05                                1,000,000           781,250
                                                                    -------------
Total Convertible Corporate
Bonds and Notes (Cost $13,872,204)                                     13,569,125
=================================================================================
Repurchase Agreements--4.1%
- ---------------------------------------------------------------------------------
Repurchase agreement with Banc
One Capital Markets, Inc., 1.45%,
dated 12/31/01, to be repurchased
at $24,163,946 on 1/2/02, collateralized
by U.S. Treasury Nts., 4.75%-7.875%,
2/28/02-11/15/08, with a value of
$11,720,252 and U.S. Treasury Bonds, 7.25%-11.125%,
8/15/03-5/15/16, with a value of $12,955,866
(Cost $24,162,000)                                   24,162,000        24,162,000
- ---------------------------------------------------------------------------------
Total Investments,
at Value (Cost $538,435,816)                               99.5%      589,944,568
- ---------------------------------------------------------------------------------
Other Assets Net of Liabilities                             0.5         3,088,169
                                                   ------------     -------------
Net Assets                                                100.0%     $593,032,737
                                                   ============     =============


Principal amount is reported in U.S. Dollars, except for those denoted in the
following currencies:
  AUD -- Australian Dollar           GBP -- British Pound Sterling
  CAD -- Canadian Dollar             NZD -- New Zealand Dollar
  DKK -- Danish Krone                ZAR -- South African Rand

                     Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

- -------------------------------------------------------------------------------
1. A sufficient amount of liquid assets has been designated to cover
outstanding written call options, as follows:

                                        Contracts        Expiration  Exercise  Premium     Market Value
                                        Subject to Call  Dates       Price     Received    See Note 1
- -------------------------------------------------------------------------------------------------------
AOL Time Warner, Inc.                           80       7/22/02     $  42.50  $  10,160     $   10,400
Affymetrix, Inc.                               120       8/19/02        60.00     33,239         33,600
Alcoa, Inc.                                    120       4/22/02        40.00     21,839         12,600
American Home Products Corp.                    80       4/22/02        65.00     13,760         12,800
Analog Devices, Inc.                           100       3/18/02        65.00     45,906          6,500
Applied Micro Circuits Corp.                   210       5/20/02        22.50     30,518          4,200
Bank of America Corp.                          150       2/18/02        70.00     43,799          3,750
Bank of America Corp.                          150       2/18/02        75.00     23,206              -
Biogen, Inc.                                    96       1/21/02        85.00     10,752              -
Boeing Co.                                     100       8/19/02        45.00     23,699         24,000
Boston Scientific Corp.                        280       8/19/02        30.00     41,159         42,000
Brinker International, Inc.                    170       7/22/02        35.00     21,589         22,100
Brocade Communications Systems, Inc.            51       1/21/02        70.00      9,027              -
Brocade Communications Systems, Inc.            75       4/22/02        45.00     15,899         18,750
Children's Place Retail Stores, Inc.            80       6/24/02        30.00     17,359         18,800
Children's Place Retail Stores, Inc.            90       6/24/02        35.00      9,180         10,800
Coherent, Inc.                                 110       2/18/02        40.00     48,068            550
Computer Associates International, Inc.        150       8/19/02        45.00     27,299         27,750
Cooper Cameron Corp.                            80       5/20/02        45.00     51,847         27,200
Covance, Inc.                                  100       2/18/02        30.00     12,200              -
Covance, Inc.                                  250       5/20/02        25.00     42,999         43,750
Devon Energy Corp.                              88       4/22/02        60.00     19,144            440
Devon Energy Corp.                             100       7/22/02        45.00     30,859         31,000
Donnelley (R.R.) & Sons Co.                      5       3/18/02        30.00      1,335            725
Dow Chemical Co.                                40       3/18/02        45.00      5,080              -
Dynegy, Inc.                                    86       6/24/02        55.00     34,141          1,290
EchoStar Communications Corp.                  146       6/24/02        35.00     15,621         18,250
El Paso Corp.                                  160       7/22/02        55.00     31,769         32,000
Federated Department Stores, Inc.              125       8/19/02        42.50     58,373         58,750
Gap, Inc.                                      437       3/18/02        35.00     77,346              -
Georgia-Pacific Corp.                          160       4/22/02        45.00     23,444              -
GlobalSantaFe Corp.                            130       4/22/02        35.00     14,560         13,000
Goodrich Corp.                                 120       5/20/02        30.00     12,840         13,200
Human Genome Sciences, Inc.                     40       4/22/02        55.00     20,279          2,600
Intel Corp.                                    300       4/22/02        37.50     33,599         34,500
International Business Machines Corp.          184       4/22/02       130.00     45,446         79,120
International Rectifier Corp.                   90       3/18/02        50.00     24,479          2,700
Intuit, Inc.                                    87       1/21/02        55.00     27,578              -
Intuit, Inc.                                    44       4/22/02        50.00     15,344         11,000
J.P. Morgan Chase & Co.                        230       6/24/02        45.00     38,410         18,400
Johnson & Johnson                              150       7/22/02        65.00     26,174         27,750
Jones Apparel Group, Inc.                      235       5/20/02        30.00    126,651        124,550
Jones Apparel Group, Inc.                      235       8/19/02        35.00     94,215         91,650
Juniper Networks, Inc.                         264       1/21/02        50.00     29,567              -
Juniper Networks, Inc.                         200       4/22/02        55.00     21,399              -
MGM Mirage, Inc.                               110       6/24/02        35.00     10,340         10,450
Millipore Corp.                                 68       1/21/02        70.00     35,835              -
Morgan Stanley Dean Witter & Co.                45       4/22/02        70.00      6,615          4,950
Murphy Oil Corp.                                66       7/22/02        85.00     49,663         50,160
National Semiconductor Corp.                   320       2/18/02        40.00    128,636         11,200


                    Oppenheimer Multiple Strategies Fund/VA


Statement of Investments  (Continued)

- -------------------------------------------------------------------------------
1. Outstanding written call options (continued)

                                         Contracts       Expiration   Exercise  Premium    Market Value
                                         Subject to Call Dates        Price     Received   See Note 1
- -------------------------------------------------------------------------------------------------------
Nike, Inc.                                      46       1/21/02      $ 60.00  $    6,302    $    2,760
Nike, Inc.                                      52       7/22/02        65.00      16,743        17,160
Noble Drilling Corp.                           126       6/24/02        35.00      51,280        56,700
Outback Steakhouse, Inc.                        55       2/18/02        30.00      15,234        23,650
Outback Steakhouse, Inc.                        10       2/18/02        35.00       1,070         1,050
Peoplesoft, Inc.                               150       1/21/02        65.00      41,549            --
Peoplesoft, Inc.                               175       4/22/02        50.00      37,099        45,500
Peoplesoft, Inc.                               150       7/22/02        50.00      89,547        90,000
Praxair, Inc.                                   70       4/22/02        55.00      14,839        27,300
Praxair, Inc.                                   70       7/22/02        60.00      21,489        21,000
Quintiles Transnational Corp.                  170       4/22/02        22.50      16,651         2,550
STMicroelectronics NV                          160       4/22/02        40.00      33,119        19,200
Swift Transportation Co., Inc.                 180       4/22/02        22.50      21,059        32,400
Synopsys, Inc.                                 350       3/18/02        55.00     243,942       241,500
Talbots, Inc. (The)                             90       5/20/02        40.00      19,079        26,550
Talbots, Inc. (The)                             90       8/19/02        45.00      26,472        27,000
Teradyne, Inc.                                 180       4/22/02        35.00      44,460        42,300
Teradyne, Inc.                                 140       7/22/02        45.00      21,279        22,400
Titan Corp. (The)                              350       4/22/02        30.00     110,946        54,250
Transocean Sedco Forex, Inc.                   120       5/20/02        40.00      25,439        25,800
Tyco International Ltd.                        240       4/22/02        60.00      33,414        88,800
United Parcel Service, Inc.                    170       4/22/02        55.00      40,289        39,100
Veritas Software Corp.                          70       5/20/02        50.00      31,289        39,200
Viacom, Inc.                                   270       3/18/02        50.00      30,239        40,500
Waters Corp.                                    88       2/18/02        45.00       8,667         6,160
Waters Corp.                                    88       8/19/02        50.00      23,055        23,320
Watson Pharmaceuticals, Inc.                   110       1/21/02        75.00      25,169            --
Yahoo!, Inc.                                   490       7/22/02        30.00      46,058        51,450
Zions Bancorp                                   44       4/22/02        60.00       4,356         1,980
                                                                               ----------    ----------
                                                                               $2,712,380    $2,026,815
                                                                               ==========    ==========


2. Non-income-producing security.
3. Identifies issues considered to be illiquid--See Note 7 of Notes to
Financial Statements.
4. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities
have been determined to be liquid under guidelines established by the Board
of Trustees. These securities amount to $8,023,376 or 1.35% of the Fund's net
assets as of December 31, 2001.
5. Units may be comprised of several components, such as debt and equity
and/or warrants to purchase equity at some point in the future. For units which
represent debt securities, principal amount disclosed represents total
underlying principal.
6. Interest-Only Strips represent the right to receive the monthly interest
payments on an underlying pool of mortgage loans. These securities typically
decline in price as interest rates decline. Most other fixed income securities
increase in price when interest rates decline. The principal amount of the
underlying pool represents the notional amount on which current interest is
calculated. The price of these securities is typically more sensitive to
changes in prepayment rates than traditional mortgage-backed securities (for
example, GNMA pass-throughs). Interest rates disclosed represent current yields
based upon the current cost basis and estimated timing and amount of future
cash flows.
7. Zero coupon bond reflects the effective yield on the date of purchase.
8. Issuer is in default.
9. Represents the current interest rate for a variable or increasing rate
security.
10. Denotes a step bond: a zero coupon bond that converts to a fixed or
variable interest rate at a designated future date.

See accompanying Notes to Financial Statements.

                  Oppenheimer Multiple Strategies Fund/VA


Statement of Assets and Liabilities  December 31, 2001


===================================================================================================
Assets
Investments, at value (cost $538,435,816)--see accompanying statement                  $589,944,568
- ---------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest, dividends and principal paydowns                                                4,380,786
Investments sold                                                                          1,311,958
Shares of beneficial interest sold                                                          191,916
Other                                                                                         5,111
                                                                                       ------------
Total assets                                                                            595,834,339
===================================================================================================
Liabilities
Bank overdraft                                                                              232,751
- ---------------------------------------------------------------------------------------------------
Options written, at value (premiums received $2,712,380)--see accompanying statement      2,026,815
- ---------------------------------------------------------------------------------------------------
Payables and other liabilities:
Shares of beneficial interest redeemed                                                      268,781
Investments purchased                                                                       181,440
Shareholder reports                                                                          64,359
Trustees'compensation                                                                           778
Other                                                                                        26,678
                                                                                       ------------
Total liabilities                                                                         2,801,602
===================================================================================================
Net Assets                                                                             $593,032,737
                                                                                       ============
===================================================================================================
Composition of Net Assets
Par value of shares of beneficial interest                                             $     38,513
- ---------------------------------------------------------------------------------------------------
Additional paid-in capital                                                              519,686,054
- ---------------------------------------------------------------------------------------------------
Undistributed (overdistributed) net investment income                                    18,706,094
- ---------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments and foreign currency transactions     2,405,722
- ---------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments and translation of
assets and liabilities denominated in foreign currencies                                 52,196,354
                                                                                       ------------
Net assets--applicable to 38,512,612 shares of beneficial interest outstanding         $593,032,737
                                                                                       ============
===================================================================================================
Net Asset Value, Redemption Price Per Share and Offering Price Per Share                     $15.40


See accompanying Notes to Financial Statements.

                   Oppenheimer Multiple Strategies Fund/VA


Statement of Operations  For the Year Ended December 31, 2001

======================================================================================
Investment Income
Interest                                                                 $  20,684,649
- --------------------------------------------------------------------------------------
Dividends (net of foreign withholding taxes of $81,777)                      4,352,969
                                                                         -------------
Total income                                                                25,037,618
======================================================================================
Expenses
Management fees                                                              4,312,500
- --------------------------------------------------------------------------------------
Shareholder reports                                                            139,907
- --------------------------------------------------------------------------------------
Custodian fees and expenses                                                     41,912
- --------------------------------------------------------------------------------------
Trustees'compensation                                                           11,436
- --------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                    7,370
- --------------------------------------------------------------------------------------
Other                                                                           39,155
                                                                         -------------
Total expenses                                                               4,552,280
Less reduction to custodian expenses                                            (4,092)
                                                                         -------------
Net expenses                                                                 4,548,188
======================================================================================
Net Investment Income                                                       20,489,430
======================================================================================
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments (including premiums on options exercised)                       (1,002,138)
Closing and expiration of option contracts written                           4,323,943
Foreign currency transactions                                                 (608,172)
                                                                         -------------
Net realized gain (loss)                                                     2,713,633
- --------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments                                                                (12,557,169)
Translation of assets and liabilities denominated in foreign currencies        688,527
                                                                         -------------
Net change                                                                 (11,868,642)
                                                                         -------------
Net realized and unrealized gain (loss)                                     (9,155,009)
======================================================================================
Net Increase in Net Assets Resulting from Operations                     $  11,334,421
                                                                         =============


See accompanying Notes to Financial Statements.

                    Oppenheimer Multiple Strategies Fund/VA


Statements of Changes in Net Assets

                                                                         Year Ended December 31,
                                                                         2001            2000
=====================================================================================================

Operations
Net investment income (loss)                                             $  20,489,430   $ 24,683,005
- -----------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                     2,713,633     32,319,691
- -----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                       (11,868,642)   (20,586,722)
                                                                         -------------   ------------
Net increase (decrease) in net assets resulting from operations             11,334,421     36,415,974
=====================================================================================================
Dividends and/or Distributions to Shareholders
Dividends from net investment income                                       (22,752,705)   (26,143,340)
- -----------------------------------------------------------------------------------------------------
Distributions from net realized gain                                       (30,390,350)   (37,970,659)
=====================================================================================================
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from
beneficial interest transactions                                            45,543,527     38,213,035
=====================================================================================================
Net Assets
Total increase                                                               3,734,893     10,515,010
- -----------------------------------------------------------------------------------------------------
Beginning of period                                                        589,297,844    578,782,834
                                                                         -------------   ------------
End of period [including undistributed (overdistributed) net investment
income of $18,706,094 and $22,670,745, respectively]                     $ 593,032,737   $589,297,844
                                                                         =============   ============


See accompanying Notes to Financial Statements.

                    Oppenheimer Multiple Strategies Fund/VA


Financial Highlights

                                                         Year Ended December 31,
                                                         2001         2000       1999       1998        1997
================================================================================================================
Per Share Operating Data
Net asset value, beginning of period                      $16.55        $17.46     $17.05     $17.01      $15.63
- ----------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                        .53(1)        .72        .82        .71         .62
Net realized and unrealized gain (loss)                     (.19)(1)       .38       1.04        .42        1.95
- ----------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations               .34          1.10       1.86       1.13        2.57
- ----------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.64)         (.82)      (.59)      (.16)       (.61)
Distributions from net realized gain                        (.85)        (1.19)      (.86)      (.93)       (.58)
- ----------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders       (1.49)        (2.01)     (1.45)     (1.09)      (1.19)
- ----------------------------------------------------------------------------------------------------------------
Net asset value, end of period                            $15.40        $16.55     $17.46     $17.05      $17.01
                                                          ======        ======     ======     ======      ======
================================================================================================================
Total Return, at Net Asset Value(2)                         2.22%         6.44%     11.80%      6.66%      17.22%
================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)                $593,033      $589,298   $578,783   $622,333    $637,545
- ----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                       $599,324      $566,724   $593,151   $640,131    $564,369
- ----------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                       3.42%(1)      4.36%      4.46%      4.05%       3.86%
Expenses                                                    0.76%         0.76%      0.73%      0.76%(4)    0.75%(4)
- ----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                       30%           42%        17%        43%         42%


1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:
Net investment income                     $ .55
Net realized and unrealized gain (loss)   $(.21)
Net investment income ratio                3.53%
2. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods of less than one full year. Total return
information does not reflect expenses that apply at the separate account level
or to related insurance products. Inclusion of these charges would reduce the
total return figures for all periods shown.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

                 Oppenheimer Multiple Strategies Fund/VA


Notes to Financial Statements

===============================================================================
1. Significant Accounting Policies

Oppenheimer Multiple Strategies Fund/VA (the Fund) is a separate
series of Oppenheimer Variable Account Funds (the Trust), an open-end
management investment company registered under the Investment Company
Act of 1940, as amended. The Fund's investment objective is to seek a
high total investment return, which includes current income and
capital appreciation in the value of its shares. The Trust's investment advisor
is OppenheimerFunds, Inc. (the Manager). The following is a summary of
significant accounting policies consistently followed by the Fund.
- -------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges
or other domestic or foreign exchanges are valued based on the last sale price
of the security traded on that exchange prior to the time when the Fund's
assets are valued. In the absence of a sale, the security is valued at the last
sale price on the prior trading day, if it is within the spread of the closing
bid and asked prices, and if not, at the closing bid price. Securities
(including restricted securities) for which quotations are not readily
available are valued primarily using dealer-supplied valuations, a portfolio
pricing service authorized by the Board of Trustees, or at their fair value.
Fair value is determined in good faith under consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
- -------------------------------------------------------------------------------
Security Credit Risk. The Fund invests in high yield securities, which may be
subject to a greater degree of credit risk, greater market fluctuations and
risk of loss of income and principal, and may be more sensitive to economic
conditions than lower yielding, higher rated fixed income securities. The Fund
may acquire securities in default, and is not obligated to dispose of
securities whose issuers subsequently default. As of December 31, 2001,
securities with an aggregate market value of $1,762,525, representing 0.30% of
the Fund's net assets, were in default.
- -------------------------------------------------------------------------------
Foreign Currency Translation. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the closing rates of exchange. Amounts related
to the purchase and sale of foreign securities and investment income are
translated at the rates of exchange prevailing on the respective dates of such
transactions.
        The effect of changes in foreign currency exchange rates on investments
is separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains
and losses in the Fund's Statement of Operations.
- -------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires its custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is
required to be at least 102% of the resale price at the time of purchase. If
the seller of the agreement defaults and the value of the collateral declines,
or if the seller enters an insolvency proceeding, realization of the value of
the collateral by the Fund may be delayed or limited.
- -------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers to shareholders.
- -------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.

                    Oppenheimer Multiple Strategies Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
1. Significant Accounting Policies  (continued)

Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial
statement and tax purposes primarily because of the recognition of
certain foreign currency gains (losses) as ordinary income (loss) for
tax purposes. The character of dividends and distributions made
during the fiscal year from net investment income or net realized
gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and
distributions, the fiscal year in which amounts are distributed may
differ from the fiscal year in which the income or realized gain was
recorded by the Fund.
        The Fund adjusts the classification of distributions to shareholders
to reflect the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, during the year ended December 31, 2001, amounts have been
reclassified to reflect an increase in paid-in capital of $709,972, a
decrease in undistributed net investment income of $1,701,376, and an
increase in accumulated net realized gain on investments of $991,404.
This reclassification includes $709,972 distributed in connection with Fund
share redemptions which increased paid-in capital and reduced accumulated
net realized gain. Net assets of the Fund were unaffected by the
reclassifications.
- -------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.
- -------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
- -------------------------------------------------------------------------------
Other. The Fund adopted the provisions of the AICPA Audit and Accounting Guide
for Investment Companies, as revised, effective for fiscal years beginning
after December 15, 2000. The Fund elected to begin amortizing premiums on debt
securities effective January 1, 2001. Prior to this date, the Fund did not
amortize premiums on debt securities. The cumulative effect of this accounting
change had no impact on the total net assets of the Fund, but resulted in a
$2,015,559 decrease to cost of securities and a corresponding $2,015,559
increase in net unrealized appreciation, based on securities held as of
December 31, 2000. For the year ended December 31, 2001, interest income
decreased by $670,460, net realized gain on investments decreased by $238,690,
and the change in net unrealized depreciation on investments decreased by
$909,150.
        The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.
- -------------------------------------------------------------------------------
2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                                        Year Ended December 31, 2001    Year Ended December 31, 2000
                                                        ----------------------------    ----------------------------
                                                        Shares         Amount           Shares        Amount
- --------------------------------------------------------------------------------------------------------------------
Sold                                                    6,369,169      $ 100,976,185     5,866,277     $  97,138,029
Dividends and/or distributions reinvested               3,507,792         53,143,055     3,923,745        64,113,999
Redeemed                                               (6,967,146)      (108,575,713)   (7,335,615)     (123,038,993)
                                                       ----------      -------------    ----------    --------------
Net increase (decrease)                                 2,909,815      $  45,543,527     2,454,407     $  38,213,035
                                                       ==========      =============    ==========    ==============

                  Oppenheimer Multiple Strategies Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2001, were
$222,299,096 and $163,464,200, respectively.

As of December 31, 2001, unrealized appreciation (depreciation) based on cost
of securities for federal income tax purposes of $539,848,061 was:

          Gross unrealized appreciation               $ 97,675,270
          Gross unrealized depreciation                (47,578,763)
                                                      ------------
          Net unrealized appreciation (depreciation)  $ 50,096,507
                                                      ============
===============================================================================
4. Fees and Other Transactions with Affiliates

Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Trust. The annual fees are 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 over $800 million. The Fund's management fee
for the year ended December 31, 2001, was an annualized rate of 0.72%.
- -------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and share-holder servicing agent for the Fund.
The Fund pays OFS an agreed upon per account fee. Additionally, funds offered
in variable annuity separate accounts are subject to minimum fees of $5,000 for
assets of less than $10 million and $10,000 for assets of $10 million or more.
The Fund is subject to the minimum fee in the event that the per account fee
does not equal or exceed the applicable minimum fee.
       OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.25% per annum of funds offered in variable annuity separate
accounts, effective January 1,2001. This undertaking may be amended or
withdrawn at any time.

===============================================================================
5. Foreign Currency Contracts

A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into
foreign currency contracts for operational purposes and to seek to protect
against adverse exchange rate fluctuations. Risks to the Fund include the
potential inability of the counterparty to meet the terms of the contract.
        The net U.S. dollar value of foreign currency underlying all
contractual commitments held by the Fund and the resulting unrealized
appreciation or depreciation are determined using foreign currency
exchange rates as provided by a reliable bank, dealer or pricing
service. Unrealized appreciation and depreciation on foreign currency
contracts are reported in the Statement of Assets and Liabilities as
a receivable or payable and in the Statement of Operations with the
change in unrealized appreciation or depreciation.
        The Fund may realize a gain or loss upon the closing or settlement of
the foreign currency transactions. Such realized gains and losses are reported
with all other foreign currency gains and losses in the Statement of
Operations.

                  Oppenheimer Multiple Strategies Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
6. Option Activity

The Fund may buy and sell put and call options, or write put and covered call
options on portfolio securities in order to produce incremental earnings or
protect against changes in the value of portfolio securities.
        The Fund generally purchases put options or writes covered call options
to hedge against adverse movements in the value of portfolio holdings. When an
option is written, the Fund receives a premium and becomes obligated to sell or
purchase the underlying security at a fixed price, upon exercise of the option.
        Options are valued daily based upon the last sale price on the principal
exchange on which the option is traded and unrealized appreciation or
depreciation is recorded. The Fund will realize a gain or loss upon the
expiration or closing of the option transaction. When an option is exercised,
the proceeds on sales for a written call option, the purchase cost for a
written put option, or the cost of the security for a purchased put or call
option is adjusted by the amount of premium received or paid.
        Securities designated to cover outstanding call options are noted in
the Statement of Investments where applicable. Shares subject to call,
expiration date, exercise price, premium received and market value are detailed
in a note to the Statement of Investments. Options written are reported as a
liability in the Statement of Assets and Liabilities. Realized gains and losses
are reported in the Statement of Operations.
        The risk in writing a call option is that the Fund gives up the
opportunity for profit if the market price of the security increases and the
option is exercised. The risk in writing a put option is that the Fund may incur
a loss if the market price of the security decreases and the option is
exercised. The risk in buying an option is that the Fund pays a premium whether
or not the option is exercised. The Fund also has the additional risk of not
being able to enter into a closing transaction if a liquid secondary market
does not exist.

Written option activity for the year ended December 31,2001, was as follows:

                                       Call Options                   Put Options
                                       ---------------------------    ------------------------
                                       Number of       Amount of      Number of     Amount of
                                       Contracts       Premiums       Contracts     Premiums
- ----------------------------------------------------------------------------------------------
Options outstanding as of
December 31,2000                           6,938       $ 2,050,546            90    $   66,479
Options written                           23,446         6,104,117         4,028     1,462,308
Options closed or expired                (18,490)       (5,257,303)         (777)     (207,978)
Options exercised                           (683)         (184,980)       (3,341)   (1,320,809)
                                         -------       -----------        ------    ----------
Options outstanding as of
December 31,2001                          11,211       $ 2,712,380            --    $       --
                                         =======       ===========        ======    ==========

================================================================================
7. Illiquid Securities

As of December 31, 2001, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Fund intends to invest no more than 15% of its net assets (determined at the
time of purchase and reviewed periodically) in illiquid securities. The
aggregate value of illiquid securities subject to this limitation as of
December 31,2001, was $3,576,564, which represents 0.60% of the Fund's net
assets.


Independent Auditors' Report

===============================================================================
The Board of Trustees and Shareholders of Oppenheimer Main Street Growth &
Income Fund/VA:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Main Street Growth & Income Fund/VA (which is a series of
Oppenheimer Variable Account Funds), including the statement of investments, as
of December 31, 2001, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for the periods indicated.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of December 31, 2001, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other auditing procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Main Street Growth & Income Fund/VA, results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for the periods indicated,
in conformity with accounting principles generally accepted in the United
States of America.

Deloitte & Touche LLP

Denver, Colorado
January 23, 2002

Statement of Investments  December 31, 2001


                                                                                                    Market Value
                                                                                    Shares          See Note 1
================================================================================================================

Common Stocks--96.6%
- ----------------------------------------------------------------------------------------------------------------
Basic Materials--1.2%
- ----------------------------------------------------------------------------------------------------------------
Chemicals--0.7%
Air Products & Chemicals, Inc.                                                       28,800          $ 1,351,008
- ----------------------------------------------------------------------------------------------------------------
Cabot Corp.                                                                           5,100              182,070
- ----------------------------------------------------------------------------------------------------------------
Cabot Microelectronics Corp.(1)                                                      22,200            1,759,350
- ----------------------------------------------------------------------------------------------------------------
Du Pont (E.I.) de Nemours & Co.                                                      55,400            2,355,054
- ----------------------------------------------------------------------------------------------------------------
Goodrich Corp.                                                                       23,800              633,556
- ----------------------------------------------------------------------------------------------------------------
International Flavors & Fragrances, Inc.                                             10,900              323,839
- ----------------------------------------------------------------------------------------------------------------
Praxair, Inc.                                                                         5,300              292,825
- ----------------------------------------------------------------------------------------------------------------
Universal Corp.                                                                       5,500              200,255
                                                                                                     -----------
                                                                                                       7,097,957
- ----------------------------------------------------------------------------------------------------------------
Gold & Precious Minerals--0.0%
Barrick Gold Corp.                                                                   11,700              186,615
- ----------------------------------------------------------------------------------------------------------------
Metals--0.3%
Alcan, Inc.                                                                          83,900            3,014,527
- ----------------------------------------------------------------------------------------------------------------
Freeport-McMoRan Copper & Gold, Inc., Cl. A(1)                                        2,000               25,800
- ----------------------------------------------------------------------------------------------------------------
Freeport-McMoRan Copper & Gold, Inc., Cl. B(1)                                       21,800              291,902
- ----------------------------------------------------------------------------------------------------------------
Inco Ltd.(1)                                                                          8,400              142,296
                                                                                                     -----------
                                                                                                       3,474,525
- ----------------------------------------------------------------------------------------------------------------
Paper--0.2%
Georgia-Pacific Corp.                                                                 7,500              207,075
- ----------------------------------------------------------------------------------------------------------------
Rayonier, Inc.                                                                        6,800              343,196
- ----------------------------------------------------------------------------------------------------------------
Smurfit-Stone Container Corp.(1)                                                      7,100              113,387
- ----------------------------------------------------------------------------------------------------------------
Weyerhaeuser Co.                                                                     28,400            1,535,872
                                                                                                     -----------
                                                                                                       2,199,530
- ----------------------------------------------------------------------------------------------------------------
Capital Goods--5.8%
- ----------------------------------------------------------------------------------------------------------------
Aerospace/Defense--0.5%
DRS Technologies, Inc.(1)                                                             6,000              213,900
- ----------------------------------------------------------------------------------------------------------------
General Dynamics Corp.                                                               11,700              931,788
- ----------------------------------------------------------------------------------------------------------------
Lockheed Martin Corp.                                                                60,000            2,800,200
- ----------------------------------------------------------------------------------------------------------------
Precision Castparts Corp.                                                             5,300              149,725
- ----------------------------------------------------------------------------------------------------------------
Raytheon Co.                                                                         19,800              642,906
- ----------------------------------------------------------------------------------------------------------------
Rockwell Collins, Inc.                                                               45,500              887,250
                                                                                                     -----------
                                                                                                       5,625,769
- ----------------------------------------------------------------------------------------------------------------
Electrical Equipment--2.9%
AVX Corp.                                                                            20,600              485,954
- ----------------------------------------------------------------------------------------------------------------
EMCOR Group, Inc.(1)                                                                  4,300              195,220
- ----------------------------------------------------------------------------------------------------------------
General Electric Co.                                                                748,000           29,979,840
- ----------------------------------------------------------------------------------------------------------------
Integrated Device Technology, Inc.(1)                                                14,100              374,919
- ----------------------------------------------------------------------------------------------------------------
Kemet Corp.(1)                                                                        6,800              120,700
- ----------------------------------------------------------------------------------------------------------------
Molex, Inc., Cl. A                                                                   20,750              561,287
- ----------------------------------------------------------------------------------------------------------------
Rockwell International Corp.                                                         20,600              367,916
                                                                                                     -----------
                                                                                                      32,085,836

               Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)


                                                                                                    Market Value
                                                                                    Shares          See Note 1
- ----------------------------------------------------------------------------------------------------------------
Industrial Services--0.5%
Administaff, Inc.(1)                                                                  2,600          $    71,266
- ----------------------------------------------------------------------------------------------------------------
Allied Waste Industries, Inc.(1)                                                     19,100              268,546
- ----------------------------------------------------------------------------------------------------------------
CONSOL Energy, Inc.                                                                  11,400              283,176
- ----------------------------------------------------------------------------------------------------------------
Manpower, Inc.                                                                        5,000              168,550
- ----------------------------------------------------------------------------------------------------------------
Miller (Herman), Inc.                                                                 6,000              141,960
- ----------------------------------------------------------------------------------------------------------------
NDCHealth Corp.                                                                       1,400               48,370
- ----------------------------------------------------------------------------------------------------------------
Peabody Energy Corp.                                                                 10,500              295,995
- ----------------------------------------------------------------------------------------------------------------
Right Management Consultants, Inc.(1)                                                 1,650               28,545
- ----------------------------------------------------------------------------------------------------------------
Robert Half International, Inc.(1)                                                    3,300               88,110
- ----------------------------------------------------------------------------------------------------------------
Teekay Shipping Corp.                                                                 6,600              230,010
- ----------------------------------------------------------------------------------------------------------------
Viad Corp.                                                                            3,900               92,352
- ----------------------------------------------------------------------------------------------------------------
Waste Management, Inc.                                                              124,500            3,972,795
                                                                                                     -----------
                                                                                                       5,689,675
- ----------------------------------------------------------------------------------------------------------------
Manufacturing--1.9%
Avery-Dennison Corp.                                                                 12,300              695,319
- ----------------------------------------------------------------------------------------------------------------
Ball Corp.                                                                            3,900              275,730
- ----------------------------------------------------------------------------------------------------------------
Caterpillar, Inc.                                                                    33,400            1,745,150
- ----------------------------------------------------------------------------------------------------------------
Cooper Industries, Inc.                                                              23,400              817,128
- ----------------------------------------------------------------------------------------------------------------
Dover Corp.                                                                           5,500              203,885
- ----------------------------------------------------------------------------------------------------------------
Hillenbrand Industries, Inc.                                                          2,000              110,540
- ----------------------------------------------------------------------------------------------------------------
Mettler-Toledo International, Inc.(1)                                                 2,300              119,255
- ----------------------------------------------------------------------------------------------------------------
Minnesota Mining & Manufacturing Co.                                                 25,700            3,037,997
- ----------------------------------------------------------------------------------------------------------------
Oakley, Inc.(1)                                                                       3,000               48,780
- ----------------------------------------------------------------------------------------------------------------
Packaging Corp. of America(1)                                                         1,800               32,670
- ----------------------------------------------------------------------------------------------------------------
Pactiv Corp.(1)                                                                      33,100              587,525
- ----------------------------------------------------------------------------------------------------------------
Ryder Systems, Inc.                                                                   1,300               28,795
- ----------------------------------------------------------------------------------------------------------------
Sanmina-SCI Corp.(1)                                                                 27,200              541,280
- ----------------------------------------------------------------------------------------------------------------
Tektronix, Inc.(1)                                                                    4,900              126,322
- ----------------------------------------------------------------------------------------------------------------
Textron, Inc.                                                                        10,600              439,476
- ----------------------------------------------------------------------------------------------------------------
Tyco International Ltd.                                                             200,466           11,807,447
                                                                                                     -----------
                                                                                                      20,617,299
- ----------------------------------------------------------------------------------------------------------------
Communication Services--4.0%
- ----------------------------------------------------------------------------------------------------------------
Telecommunications: Long Distance--2.4%
ALLTEL Corp.                                                                         17,800            1,098,794
- ----------------------------------------------------------------------------------------------------------------
AT&T Corp.                                                                          501,300            9,093,582
- ----------------------------------------------------------------------------------------------------------------
Corvis Corp.(1)                                                                      15,800               51,034
- ----------------------------------------------------------------------------------------------------------------
Sprint Corp.(Fon Group)                                                             183,100            3,676,648
- ----------------------------------------------------------------------------------------------------------------
Verizon Communications, Inc.                                                        256,356           12,166,656
                                                                                                     -----------
                                                                                                      26,086,714
- ----------------------------------------------------------------------------------------------------------------
Telephone Utilities--1.1%
BellSouth Corp.                                                                     133,900            5,108,285
- ----------------------------------------------------------------------------------------------------------------
SBC Communications, Inc.                                                            171,800            6,729,406
                                                                                                     -----------
                                                                                                      11,837,691


              Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)


                                                                                                    Market Value
                                                                                    Shares          See Note 1
- ----------------------------------------------------------------------------------------------------------------

Telecommunications: Wireless--0.5%
Amdocs Ltd.(1)                                                                       52,300          $ 1,776,631
- ----------------------------------------------------------------------------------------------------------------
AT&T Wireless Services, Inc.(1)                                                      77,794            1,117,900
- ----------------------------------------------------------------------------------------------------------------
Metro One Telecommunication, Inc.(1)                                                 12,100              366,025
- ----------------------------------------------------------------------------------------------------------------
Sprint Corp. (PCS Group)(1)                                                          90,600            2,211,546
- ----------------------------------------------------------------------------------------------------------------
Williams Communications Group, Inc.(1)                                               80,400              188,940
                                                                                                     -----------
                                                                                                       5,661,042
- ----------------------------------------------------------------------------------------------------------------
Consumer Cyclicals--11.3%
- ----------------------------------------------------------------------------------------------------------------
Autos & Housing--2.1%
Beazer Homes USA, Inc.(1)                                                             1,200               87,804
- ----------------------------------------------------------------------------------------------------------------
Centex Construction Products, Inc.                                                    1,000               32,050
- ----------------------------------------------------------------------------------------------------------------
Centex Corp.                                                                         24,800            1,415,832
- ----------------------------------------------------------------------------------------------------------------
Delphi Automotive Systems Corp.                                                      18,900              258,174
- ----------------------------------------------------------------------------------------------------------------
Direct Focus, Inc.(1)                                                                 3,800              118,560
- ----------------------------------------------------------------------------------------------------------------
Ford Motor Co.                                                                      295,915            4,651,784
- ----------------------------------------------------------------------------------------------------------------
Fortune Brands, Inc.                                                                 13,700              542,383
- ----------------------------------------------------------------------------------------------------------------
General Motors Corp.                                                                 90,000            4,374,000
- ----------------------------------------------------------------------------------------------------------------
Group 1 Automotive, Inc.(1)                                                           1,100               31,361
- ----------------------------------------------------------------------------------------------------------------
Harman International Industries, Inc.                                                 1,500               67,650
- ----------------------------------------------------------------------------------------------------------------
KB Home                                                                              32,100            1,287,210
- ----------------------------------------------------------------------------------------------------------------
Kennametal, Inc.                                                                      1,000               40,270
- ----------------------------------------------------------------------------------------------------------------
Lafarge North America, Inc.                                                           2,800              105,196
- ----------------------------------------------------------------------------------------------------------------
Lear Corp.(1)                                                                        14,100              537,774
- ----------------------------------------------------------------------------------------------------------------
Lennar Corp.                                                                          6,800              318,376
- ----------------------------------------------------------------------------------------------------------------
Masco Corp.                                                                          56,700            1,389,150
- ----------------------------------------------------------------------------------------------------------------
NVR, Inc.(1)                                                                          9,100            1,856,400
- ----------------------------------------------------------------------------------------------------------------
Pep Boys--Manny, Moe & Jack                                                           3,200               54,880
- ----------------------------------------------------------------------------------------------------------------
Polaris Industries, Inc.                                                              1,400               80,850
- ----------------------------------------------------------------------------------------------------------------
Pulte Homes, Inc.                                                                     4,644              207,447
- ----------------------------------------------------------------------------------------------------------------
Ryland Group, Inc.(The)                                                              17,500            1,281,000
- ----------------------------------------------------------------------------------------------------------------
St. Joe Co.(The)                                                                     13,700              380,175
- ----------------------------------------------------------------------------------------------------------------
Toll Brothers, Inc.(1)                                                               33,500            1,470,650
- ----------------------------------------------------------------------------------------------------------------
Visteon Corp.                                                                         4,500               67,680
- ----------------------------------------------------------------------------------------------------------------
Whirlpool Corp.                                                                      26,200            1,921,246
- ----------------------------------------------------------------------------------------------------------------
York International Corp.                                                              5,000              190,650
                                                                                                     -----------
                                                                                                      22,768,552
- ----------------------------------------------------------------------------------------------------------------
Consumer Services--0.8%
Boron, LePore & Associates, Inc.(1)                                                   2,200               30,338
- ----------------------------------------------------------------------------------------------------------------
Cendant Corp.(1)                                                                    162,200            3,180,742
- ----------------------------------------------------------------------------------------------------------------
H&R Block, Inc.                                                                      54,800            2,449,560
- ----------------------------------------------------------------------------------------------------------------
IMS Health, Inc.                                                                    115,600            2,255,356
- ----------------------------------------------------------------------------------------------------------------
Omnicom Group, Inc.                                                                   7,300              652,255
- ----------------------------------------------------------------------------------------------------------------
Travelocity.com, Inc.(1)                                                              3,400               97,614
                                                                                                     -----------
                                                                                                       8,665,865


               Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                     Shares         See Note 1
- ----------------------------------------------------------------------------------------------------------------
Leisure & Entertainment--0.8%
Action Performance Cos., Inc.(1)                                                      1,700          $    52,037
- ----------------------------------------------------------------------------------------------------------------
Activision, Inc.(1)                                                                  35,700              928,557
- ----------------------------------------------------------------------------------------------------------------
Argosy Gaming Co.(1)                                                                  1,200               39,024
- ----------------------------------------------------------------------------------------------------------------
Brunswick Corp.                                                                      14,600              317,696
- ----------------------------------------------------------------------------------------------------------------
GTech Holdings Corp.(1)                                                               9,800              443,842
- ----------------------------------------------------------------------------------------------------------------
Harley-Davidson, Inc.                                                                62,600            3,399,806
- ----------------------------------------------------------------------------------------------------------------
Hasbro, Inc.                                                                         23,900              387,897
- ----------------------------------------------------------------------------------------------------------------
Hilton Hotels Corp.                                                                  19,800              216,216
- ----------------------------------------------------------------------------------------------------------------
Mandalay Resort Group(1)                                                              6,600              141,240
- ----------------------------------------------------------------------------------------------------------------
Marriott International, Inc., Cl. A                                                  49,400            2,008,110
- ----------------------------------------------------------------------------------------------------------------
MGM Mirage, Inc.(1)                                                                   8,000              230,960
- ----------------------------------------------------------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc.                                            18,800              561,180
- ----------------------------------------------------------------------------------------------------------------
WMS Industries, Inc.(1)                                                               7,000              140,000
                                                                                                     -----------
                                                                                                       8,866,565
- ----------------------------------------------------------------------------------------------------------------
Media--1.0%
AOL Time Warner, Inc.(1)                                                            252,280            8,098,188
- ----------------------------------------------------------------------------------------------------------------
Deluxe Corp.                                                                          4,500              187,110
- ----------------------------------------------------------------------------------------------------------------
Harland (John H.) Co.                                                                10,000              221,000
- ----------------------------------------------------------------------------------------------------------------
Harte-Hanks, Inc.                                                                     8,500              239,445
- ----------------------------------------------------------------------------------------------------------------
Havas Advertising SA, ADR                                                             5,055               36,649
- ----------------------------------------------------------------------------------------------------------------
Imagistics International, Inc.                                                        1,160               14,326
- ----------------------------------------------------------------------------------------------------------------
McGraw-Hill Cos., Inc.(The)                                                           4,300              262,214
- ----------------------------------------------------------------------------------------------------------------
R.H. Donnelley Corp.(1)                                                              13,500              392,175
- ----------------------------------------------------------------------------------------------------------------
Readers Digest Assn., Inc.(The), Cl. A                                               18,600              429,288
- ----------------------------------------------------------------------------------------------------------------
USA Networks, Inc.(1)                                                                20,200              551,662
                                                                                                     -----------
                                                                                                      10,432,057
- ----------------------------------------------------------------------------------------------------------------
Retail: General--3.2%
Costco Wholesale Corp.(1)                                                            50,700            2,250,066
- ----------------------------------------------------------------------------------------------------------------
Dillard's, Inc., Cl. A                                                                8,200              131,200
- ----------------------------------------------------------------------------------------------------------------
Dollar General Corp.                                                                  5,200               77,480
- ----------------------------------------------------------------------------------------------------------------
Federated Department Stores, Inc.(1)                                                 31,200            1,276,080
- ----------------------------------------------------------------------------------------------------------------
Foot Locker, Inc.(1)                                                                 39,900              624,435
- ----------------------------------------------------------------------------------------------------------------
Kohl's Corp.(1)                                                                      33,700            2,373,828
- ----------------------------------------------------------------------------------------------------------------
May Department Stores Co.                                                            70,500            2,607,090
- ----------------------------------------------------------------------------------------------------------------
Sears Roebuck & Co.                                                                 101,500            4,835,460
- ----------------------------------------------------------------------------------------------------------------
Wal-Mart Stores, Inc.                                                               366,600           21,097,830
                                                                                                     -----------
                                                                                                      35,273,469


              Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                    Shares          See Note 1
- ----------------------------------------------------------------------------------------------------------------

Retail: Specialty--3.0%
American Eagle Outfitters, Inc.(1)                                                   22,500          $   588,825
- ----------------------------------------------------------------------------------------------------------------
AutoNation, Inc.(1)                                                                  15,700              193,581
- ----------------------------------------------------------------------------------------------------------------
Bed Bath & Beyond, Inc.(1)                                                           40,100            1,359,390
- ----------------------------------------------------------------------------------------------------------------
BJ's Wholesale Club, Inc.(1)                                                         25,000            1,102,500
- ----------------------------------------------------------------------------------------------------------------
Borders Group, Inc.(1)                                                                3,500               69,440
- ----------------------------------------------------------------------------------------------------------------
Chico's FAS, Inc.(1)                                                                 17,800              706,660
- ----------------------------------------------------------------------------------------------------------------
Circuit City Stores, Inc./CarMax Group(1)                                             2,700               61,398
- ----------------------------------------------------------------------------------------------------------------
Electronics Boutique Holdings Corp.(1)                                                8,800              351,472
- ----------------------------------------------------------------------------------------------------------------
Gap, Inc.                                                                           223,000            3,108,620
- ----------------------------------------------------------------------------------------------------------------
Genesco, Inc.(1)                                                                      2,000               41,520
- ----------------------------------------------------------------------------------------------------------------
Home Depot, Inc.                                                                    214,500           10,941,645
- ----------------------------------------------------------------------------------------------------------------
Hot Topic, Inc.(1)                                                                   20,400              640,356
- ----------------------------------------------------------------------------------------------------------------
Lands' End, Inc.(1)                                                                   1,300               65,208
- ----------------------------------------------------------------------------------------------------------------
Michaels Stores, Inc.(1)                                                              5,200              171,340
- ----------------------------------------------------------------------------------------------------------------
Nike, Inc., Cl. B                                                                    48,700            2,738,888
- ----------------------------------------------------------------------------------------------------------------
Office Depot, Inc.(1)                                                                53,200              986,328
- ----------------------------------------------------------------------------------------------------------------
Pier 1 Imports, Inc.                                                                  2,018               34,992
- ----------------------------------------------------------------------------------------------------------------
Reebok International Ltd.(1)                                                          5,000              132,500
- ----------------------------------------------------------------------------------------------------------------
Rite Aid Corp.(1)                                                                    26,800              135,608
- ----------------------------------------------------------------------------------------------------------------
Ross Stores, Inc.                                                                    50,100            1,607,208
- ----------------------------------------------------------------------------------------------------------------
Talbots, Inc.(The)                                                                   33,100            1,199,875
- ----------------------------------------------------------------------------------------------------------------
Target Corp.                                                                         58,900            2,417,845
- ----------------------------------------------------------------------------------------------------------------
Tech Data Corp.(1)                                                                    9,200              398,176
- ----------------------------------------------------------------------------------------------------------------
TJX Cos., Inc.(The)                                                                 101,500            4,045,790
                                                                                                     -----------
                                                                                                      33,099,165
- ----------------------------------------------------------------------------------------------------------------
Textile, Apparel & Home Furnishings--0.4%
Abercrombie & Fitch Co., Cl. A(1)                                                    35,300              936,509
- ----------------------------------------------------------------------------------------------------------------
bebe stores, inc.(1)                                                                  1,600               29,856
- ----------------------------------------------------------------------------------------------------------------
Coach, Inc.(1)                                                                       28,924            1,127,458
- ----------------------------------------------------------------------------------------------------------------
Deb Shops, Inc.                                                                         700               16,975
- ----------------------------------------------------------------------------------------------------------------
Jones Apparel Group, Inc.(1)                                                         11,000              364,870
- ----------------------------------------------------------------------------------------------------------------
Liz Claiborne, Inc.                                                                  25,000            1,243,750
- ----------------------------------------------------------------------------------------------------------------
Mohawk Industries, Inc.(1)                                                            7,500              411,600
- ----------------------------------------------------------------------------------------------------------------
Tommy Hilfiger Corp.(1)                                                               6,500               89,375
- ----------------------------------------------------------------------------------------------------------------
Too, Inc.(1)                                                                         13,657              375,567
                                                                                                     -----------
                                                                                                       4,595,960
- ----------------------------------------------------------------------------------------------------------------
Consumer Staples--9.5%
- ----------------------------------------------------------------------------------------------------------------
Beverages-1.6%
Adolph Coors Co., Cl. B                                                               3,400              181,560
- ----------------------------------------------------------------------------------------------------------------
Anheuser-Busch Cos., Inc.                                                           110,300            4,986,663
- ----------------------------------------------------------------------------------------------------------------
Coca-Cola Co.(The)                                                                  194,400            9,165,960
- ----------------------------------------------------------------------------------------------------------------
PepsiCo, Inc.                                                                        68,450            3,332,830
                                                                                                     -----------
                                                                                                      17,667,013


               Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                    Shares          See Note 1
- ----------------------------------------------------------------------------------------------------------------

Broadcasting--0.3%
Comcast Corp., Cl. A Special                                                         36,600          $ 1,317,600
- ----------------------------------------------------------------------------------------------------------------
EchoStar Communications Corp., Cl. A(1)                                               4,400              120,868
- ----------------------------------------------------------------------------------------------------------------
Fox Entertainment Group, Inc., A Shares(1)                                            4,200              111,426
- ----------------------------------------------------------------------------------------------------------------
Gemstar-TV Guide International, Inc.(1)                                              52,700            1,459,790
- ----------------------------------------------------------------------------------------------------------------
Hispanic Broadcasting Corp.(1)                                                        2,600               66,300
- ----------------------------------------------------------------------------------------------------------------
Univision Communications, Inc., Cl. A(1)                                             15,600              631,176
                                                                                                     -----------
                                                                                                       3,707,160
- ----------------------------------------------------------------------------------------------------------------
Education--0.0%
Corinthian Colleges, Inc.(1)                                                          2,300               94,047
- ----------------------------------------------------------------------------------------------------------------
Education Management Corp.(1)                                                         1,700               61,625
- ----------------------------------------------------------------------------------------------------------------
ITT Educational Services, Inc.(1)                                                     4,700              173,289
                                                                                                     -----------
                                                                                                         328,961
- ----------------------------------------------------------------------------------------------------------------
Entertainment--1.7%
Applebee's International, Inc.                                                        7,700              263,340
- ----------------------------------------------------------------------------------------------------------------
Brinker International, Inc.(1)                                                       65,500            1,949,280
- ----------------------------------------------------------------------------------------------------------------
CBRL Group, Inc.                                                                      2,700               79,488
- ----------------------------------------------------------------------------------------------------------------
CEC Entertainment, Inc.(1)                                                           12,300              533,697
- ----------------------------------------------------------------------------------------------------------------
Darden Restaurants, Inc.                                                             59,500            2,106,300
- ----------------------------------------------------------------------------------------------------------------
Disney (Walt) Co.                                                                   125,900            2,608,648
- ----------------------------------------------------------------------------------------------------------------
Landry's Restaurants, Inc.                                                            1,500               27,975
- ----------------------------------------------------------------------------------------------------------------
Liberty Media Corp., Cl. A(1)                                                        58,900              824,600
- ----------------------------------------------------------------------------------------------------------------
McDonald's Corp.                                                                    118,800            3,144,636
- ----------------------------------------------------------------------------------------------------------------
P.F. Chang's China Bistro, Inc.(1)                                                    7,100              335,830
- ----------------------------------------------------------------------------------------------------------------
Papa John's International, Inc.(1)                                                    1,200               32,976
- ----------------------------------------------------------------------------------------------------------------
Pixar, Inc.(1)                                                                          600               21,576
- ----------------------------------------------------------------------------------------------------------------
Royal Caribbean Cruises Ltd.                                                         10,500              170,100
- ----------------------------------------------------------------------------------------------------------------
Ruby Tuesday, Inc.                                                                   45,200              932,476
- ----------------------------------------------------------------------------------------------------------------
Ryan's Family Steak Houses, Inc.(1)                                                   8,300              179,695
- ----------------------------------------------------------------------------------------------------------------
Sonic Corp.(1)                                                                        2,000               72,000
- ----------------------------------------------------------------------------------------------------------------
THQ, Inc.(1)                                                                         19,200              930,624
- ----------------------------------------------------------------------------------------------------------------
Tricon Global Restaurants, Inc.(1)                                                    6,900              339,480
- ----------------------------------------------------------------------------------------------------------------
Viacom, Inc., Cl. B(1)                                                               60,830            2,685,644
- ----------------------------------------------------------------------------------------------------------------
Wendy's International, Inc.                                                          38,800            1,131,796
                                                                                                     -----------
                                                                                                      18,370,161
- ----------------------------------------------------------------------------------------------------------------
Food--2.1%
Archer-Daniels-Midland Co.                                                           18,925              271,574
- ----------------------------------------------------------------------------------------------------------------
Campbell Soup Co.                                                                   106,800            3,190,116
- ----------------------------------------------------------------------------------------------------------------
ConAgra Foods, Inc.                                                                 109,400            2,600,438
- ----------------------------------------------------------------------------------------------------------------
Interstate Bakeries Corp.                                                             1,800               43,524
- ----------------------------------------------------------------------------------------------------------------
Kellogg Co.                                                                          15,100              454,510
- ----------------------------------------------------------------------------------------------------------------
Kraft Foods, Inc., Cl. A                                                            153,000            5,206,590
- ----------------------------------------------------------------------------------------------------------------
Performance Food Group Co.(1)                                                         3,200              112,544


             Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                    Shares          See Note 1
- ----------------------------------------------------------------------------------------------------------------

Food (continued)
Sara Lee Corp.                                                                      154,138          $ 3,426,488
- ----------------------------------------------------------------------------------------------------------------
Sysco Corp.                                                                          21,400              561,108
- ----------------------------------------------------------------------------------------------------------------
Tyson Foods, Inc., Cl. A                                                             13,200              152,460
- ----------------------------------------------------------------------------------------------------------------
Unilever NV, NY Shares                                                               78,100            4,499,341
- ----------------------------------------------------------------------------------------------------------------
Wrigley William Jr. Co.                                                              55,600            2,856,172
                                                                                                     -----------
                                                                                                      23,374,865
- ----------------------------------------------------------------------------------------------------------------
Food & Drug Retailers--1.1%
Albertson's, Inc.                                                                    65,100            2,049,999
- ----------------------------------------------------------------------------------------------------------------
CVS Corp.                                                                            97,100            2,874,160
- ----------------------------------------------------------------------------------------------------------------
Duane Reade, Inc.(1)                                                                  2,700               81,945
- ----------------------------------------------------------------------------------------------------------------
Fleming Cos., Inc.                                                                   27,500              508,750
- ----------------------------------------------------------------------------------------------------------------
Kroger Co.(The)(1)                                                                   71,000            1,481,770
- ----------------------------------------------------------------------------------------------------------------
Safeway, Inc.(1)                                                                     69,700            2,909,975
- ----------------------------------------------------------------------------------------------------------------
Walgreen Co.                                                                         70,800            2,383,128
                                                                                                     -----------
                                                                                                      12,289,727
- ----------------------------------------------------------------------------------------------------------------
Household Goods--1.3%
Avon Products, Inc.                                                                  31,000            1,441,500
- ----------------------------------------------------------------------------------------------------------------
Colgate-Palmolive Co.                                                                40,600            2,344,650
- ----------------------------------------------------------------------------------------------------------------
Dial Corp.(The)                                                                       4,700               80,605
- ----------------------------------------------------------------------------------------------------------------
Gillette Co.                                                                         82,300            2,748,820
- ----------------------------------------------------------------------------------------------------------------
Plum Creek Timber Co., Inc.                                                          41,200            1,168,020
- ----------------------------------------------------------------------------------------------------------------
Procter & Gamble Co.                                                                 86,900            6,876,397
                                                                                                     -----------
                                                                                                      14,659,992
- ----------------------------------------------------------------------------------------------------------------
Tobacco--1.4%
Philip Morris Cos., Inc.                                                            247,100           11,329,535
- ----------------------------------------------------------------------------------------------------------------
R.J. Reynolds Tobacco Holdings, Inc.                                                 63,700            3,586,310
                                                                                                     -----------
                                                                                                      14,915,845
- ----------------------------------------------------------------------------------------------------------------
Energy--9.5%
- ----------------------------------------------------------------------------------------------------------------
Energy Services--0.6%
Baker Hughes, Inc.                                                                   24,900              908,103
- ----------------------------------------------------------------------------------------------------------------
ENSCO International, Inc.                                                            45,700            1,135,645
- ----------------------------------------------------------------------------------------------------------------
Halliburton Co.                                                                      75,300              986,430
- ----------------------------------------------------------------------------------------------------------------
Headwaters, Inc.(1)                                                                   2,700               30,942
- ----------------------------------------------------------------------------------------------------------------
Helmerich & Payne, Inc.                                                               7,600              253,688
- ----------------------------------------------------------------------------------------------------------------
Massey Energy Co.                                                                    11,100              230,103
- ----------------------------------------------------------------------------------------------------------------
Nabors Industries, Inc.(1)                                                           17,900              614,507
- ----------------------------------------------------------------------------------------------------------------
PanCanadian Energy Corp.                                                              8,100              209,566
- ----------------------------------------------------------------------------------------------------------------
Precision Drilling Corp.(1)                                                           4,000              103,280
- ----------------------------------------------------------------------------------------------------------------
Progress Energy, Inc., Contingent Value Obligation(1)                                32,000               13,600
- ----------------------------------------------------------------------------------------------------------------
Schlumberger Ltd.                                                                    20,700            1,137,465
- ----------------------------------------------------------------------------------------------------------------
Stolt Offshore SA, ADR(1)                                                            48,400              435,600
- ----------------------------------------------------------------------------------------------------------------
Varco International, Inc.(1)                                                         14,200              212,716
                                                                                                     -----------
                                                                                                       6,271,645


               Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                   Shares           See Note 1
- ----------------------------------------------------------------------------------------------------------------

Oil: Domestic--6.9%
Amerada Hess Corp.                                                                   32,200          $ 2,012,500
- ----------------------------------------------------------------------------------------------------------------
Anadarko Petroleum Corp.                                                             44,300            2,518,455
- ----------------------------------------------------------------------------------------------------------------
Ashland, Inc.                                                                        13,300              612,864
- ----------------------------------------------------------------------------------------------------------------
Brown (Tom), Inc.(1)                                                                 97,500            2,633,475
- ----------------------------------------------------------------------------------------------------------------
Burlington Resources, Inc.                                                           22,500              844,650
- ----------------------------------------------------------------------------------------------------------------
Cabot Oil & Gas Corp., Cl. A                                                         10,900              262,145
- ----------------------------------------------------------------------------------------------------------------
Chesapeake Energy Corp.(1)                                                           10,800               71,388
- ----------------------------------------------------------------------------------------------------------------
ChevronTexaco Corp.                                                                 144,450           12,944,164
- ----------------------------------------------------------------------------------------------------------------
Conoco, Inc.                                                                        172,600            4,884,580
- ----------------------------------------------------------------------------------------------------------------
EOG Resources, Inc.                                                                  52,100            2,037,631
- ----------------------------------------------------------------------------------------------------------------
Exxon Mobil Corp.                                                                   581,916           22,869,299
- ----------------------------------------------------------------------------------------------------------------
Frontier Oil Corp.                                                                  154,800            2,575,872
- ----------------------------------------------------------------------------------------------------------------
GlobalSantaFe Corp.                                                                  71,076            2,027,088
- ----------------------------------------------------------------------------------------------------------------
Murphy Oil Corp.                                                                     52,500            4,412,100
- ----------------------------------------------------------------------------------------------------------------
Newfield Exploration Co.(1)                                                          10,000              355,100
- ----------------------------------------------------------------------------------------------------------------
Occidental Petroleum Corp.                                                          111,800            2,966,054
- ----------------------------------------------------------------------------------------------------------------
Ocean Energy, Inc.                                                                    5,600              107,520
- ----------------------------------------------------------------------------------------------------------------
Phillips Petroleum Co.                                                               83,080            5,006,401
- ----------------------------------------------------------------------------------------------------------------
Stone Energy Corp.(1)                                                                15,900              628,050
- ----------------------------------------------------------------------------------------------------------------
Sunoco, Inc.                                                                         29,700            1,108,998
- ----------------------------------------------------------------------------------------------------------------
Tesoro Petroleum Corp.(1)                                                            20,600              270,066
- ----------------------------------------------------------------------------------------------------------------
Ultramar Diamond Shamrock Corp.                                                       4,900              242,452
- ----------------------------------------------------------------------------------------------------------------
Unocal Corp.                                                                         52,100            1,879,247
- ----------------------------------------------------------------------------------------------------------------
USX-Marathon Group, Inc.                                                             83,100            2,493,000
                                                                                                     -----------
                                                                                                      75,763,099
- ----------------------------------------------------------------------------------------------------------------
Oil: International--2.0%
Baytex Energy Ltd.(1)                                                               107,400              294,016
- ----------------------------------------------------------------------------------------------------------------
Canadian 88 Energy Corp.(1)                                                         580,000              654,012
- ----------------------------------------------------------------------------------------------------------------
Canadian Natural Resources Ltd.                                                     136,884            3,285,113
- ----------------------------------------------------------------------------------------------------------------
Compton Petroleum Corp.(1)                                                          240,000              631,460
- ----------------------------------------------------------------------------------------------------------------
Paramount Resources Ltd.(1)                                                         147,700            1,304,623
- ----------------------------------------------------------------------------------------------------------------
Rio Alto Exploration Ltd.(1)                                                         63,150              739,776
- ----------------------------------------------------------------------------------------------------------------
Royal Dutch Petroleum Co., NY Shares                                                219,000           10,735,380
- ----------------------------------------------------------------------------------------------------------------
Talisman Energy, Inc.                                                               102,900            3,899,925
                                                                                                     -----------
                                                                                                      21,544,305
- ----------------------------------------------------------------------------------------------------------------
Financial--25.0%
- ----------------------------------------------------------------------------------------------------------------
Banks--5.4%
American Home Mortgage Holdings, Inc.                                                 1,200               14,520
- ----------------------------------------------------------------------------------------------------------------
AmSouth Bancorp                                                                       3,300               62,370
- ----------------------------------------------------------------------------------------------------------------
Astoria Financial Corp.                                                              29,800              788,508
- ----------------------------------------------------------------------------------------------------------------
Bank of America Corp.                                                               203,300           12,797,735
- ----------------------------------------------------------------------------------------------------------------
Bank of New York Co., Inc.(The)                                                      61,500            2,509,200
- ----------------------------------------------------------------------------------------------------------------
Bank One Corp.                                                                      124,400            4,857,820


             Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                   Shares           See Note 1
- ----------------------------------------------------------------------------------------------------------------

Banks (continued)
Banknorth Group, Inc.                                                                4,700           $   105,844
- ----------------------------------------------------------------------------------------------------------------
BB&T Corp.                                                                          60,100             2,170,211
- ----------------------------------------------------------------------------------------------------------------
Charter One Financial, Inc.                                                         41,070             1,115,050
- ----------------------------------------------------------------------------------------------------------------
City National Corp.                                                                  1,700                79,645
- ----------------------------------------------------------------------------------------------------------------
Comerica, Inc.                                                                      40,600             2,326,380
- ----------------------------------------------------------------------------------------------------------------
Commerce Bancorp, Inc.                                                               5,400               212,436
- ----------------------------------------------------------------------------------------------------------------
Compass Bancshares, Inc.                                                             1,800                50,940
- ----------------------------------------------------------------------------------------------------------------
Cullen/Frost Bankers, Inc.                                                             700                21,616
- ----------------------------------------------------------------------------------------------------------------
Downey Financial Corp.                                                               1,500                61,875
- ----------------------------------------------------------------------------------------------------------------
FleetBoston Financial Corp.                                                         12,000               438,000
- ----------------------------------------------------------------------------------------------------------------
Hibernia Corp., Cl. A                                                                8,900               158,331
- ----------------------------------------------------------------------------------------------------------------
Independence Community Bank Corp.                                                    8,000               182,080
- ----------------------------------------------------------------------------------------------------------------
J.P. Morgan Chase & Co.                                                            213,100             7,746,185
- ----------------------------------------------------------------------------------------------------------------
KeyCorp                                                                             65,000             1,582,100
- ----------------------------------------------------------------------------------------------------------------
Knight Trading Group, Inc.(1)                                                       12,800               141,056
- ----------------------------------------------------------------------------------------------------------------
Marshall & Ilsley Corp.                                                              3,800               240,464
- ----------------------------------------------------------------------------------------------------------------
Mellon Financial Corp.                                                              75,100             2,825,262
- ----------------------------------------------------------------------------------------------------------------
National City Corp.                                                                125,300             3,663,772
- ----------------------------------------------------------------------------------------------------------------
New York Community Bancorp, Inc.                                                     5,500               125,785
- ----------------------------------------------------------------------------------------------------------------
Northern Trust Corp.                                                                10,700               644,354
- ----------------------------------------------------------------------------------------------------------------
Pacific Century Financial Corp.                                                      6,500               168,285
- ----------------------------------------------------------------------------------------------------------------
PNC Financial Services Group                                                        58,900             3,310,180
- ----------------------------------------------------------------------------------------------------------------
Prosperity Bancshares, Inc.                                                         67,500             1,821,825
- ----------------------------------------------------------------------------------------------------------------
Regions Financial Corp.                                                              1,800                53,892
- ----------------------------------------------------------------------------------------------------------------
SunTrust Banks, Inc.                                                                64,000             4,012,800
- ----------------------------------------------------------------------------------------------------------------
U.S. Bancorp                                                                        30,070               629,365
- ----------------------------------------------------------------------------------------------------------------
Union Planters Corp.                                                                 6,100               275,293
- ----------------------------------------------------------------------------------------------------------------
UnionBanCal Corp.                                                                    9,000               342,000
- ----------------------------------------------------------------------------------------------------------------
Wachovia Corp.                                                                      44,800             1,404,928
- ----------------------------------------------------------------------------------------------------------------
Wachovia Corp.(1)                                                                    6,000                    --
- ----------------------------------------------------------------------------------------------------------------
Wells Fargo Co.                                                                     55,900             2,428,855
                                                                                                     -----------
                                                                                                      59,368,962
- ----------------------------------------------------------------------------------------------------------------
Diversified Financial--13.0%
Affiliated Managers Group, Inc.(1)                                                  10,700               754,136
- ----------------------------------------------------------------------------------------------------------------
American Express Co.                                                               136,700             4,878,823
- ----------------------------------------------------------------------------------------------------------------
AmeriCredit Corp.(1)                                                                25,600               807,680
- ----------------------------------------------------------------------------------------------------------------
Bear Stearns Cos., Inc.(The)                                                        45,200             2,650,528
- ----------------------------------------------------------------------------------------------------------------
Capital One Financial Corp.                                                         72,300             3,900,585
- ----------------------------------------------------------------------------------------------------------------
Certegy, Inc.(1)                                                                     1,750                59,885
- ----------------------------------------------------------------------------------------------------------------
Citigroup, Inc.                                                                    354,066            17,873,252
- ----------------------------------------------------------------------------------------------------------------
Concord EFS, Inc.(1)                                                                10,000               327,800
- ----------------------------------------------------------------------------------------------------------------
Countrywide Credit Industries, Inc.                                                 56,500             2,314,805
- ----------------------------------------------------------------------------------------------------------------
Doral Financial Corp.                                                                1,000                31,210
- ----------------------------------------------------------------------------------------------------------------
eFunds Corp.(1)                                                                      8,213               112,929


               Oppenheimer Main Street Growth & Income Fund/VA               13


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                 Shares             See Note 1
- ----------------------------------------------------------------------------------------------------------------

Diversified Financial (continued)
Fannie Mae                                                                       119,500            $  9,500,250
- ----------------------------------------------------------------------------------------------------------------
First American Corp.(The)                                                          3,400                  63,716
- ----------------------------------------------------------------------------------------------------------------
Freddie Mac                                                                      103,900               6,795,060
- ----------------------------------------------------------------------------------------------------------------
Goldman Sachs Group, Inc.(The)                                                    68,300               6,334,825
- ----------------------------------------------------------------------------------------------------------------
Household International, Inc.                                                     91,000               5,272,540
- ----------------------------------------------------------------------------------------------------------------
Instinet Group, Inc.(1)                                                           11,800                 118,590
- ----------------------------------------------------------------------------------------------------------------
iShares Russell 2000 Index Fund                                                  495,000              47,693,250
- ----------------------------------------------------------------------------------------------------------------
iShares Russell 2000 Value Index Fund                                             26,000               3,328,000
- ----------------------------------------------------------------------------------------------------------------
iShares S&P SmallCap 600 Index Fund                                               30,000               3,432,000
- ----------------------------------------------------------------------------------------------------------------
John Hancock Financial Services, Inc.                                             86,500               3,572,450
- ----------------------------------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.                                                    70,800               4,729,440
- ----------------------------------------------------------------------------------------------------------------
Merrill Lynch & Co., Inc.                                                         10,600                 552,472
- ----------------------------------------------------------------------------------------------------------------
Metris Cos., Inc.                                                                 19,600                 503,916
- ----------------------------------------------------------------------------------------------------------------
MGIC Investment Corp.                                                             46,300               2,857,636
- ----------------------------------------------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.                                                 100,600               5,627,564
- ----------------------------------------------------------------------------------------------------------------
PMI Group, Inc.(The)                                                              34,300               2,298,443
- ----------------------------------------------------------------------------------------------------------------
Providian Financial Corp.                                                         60,500                 214,775
- ----------------------------------------------------------------------------------------------------------------
Prudential Financial, Inc.(1)                                                     22,400                 743,456
- ----------------------------------------------------------------------------------------------------------------
SEI Investments Co.                                                                7,300                 329,303
- ----------------------------------------------------------------------------------------------------------------
Simon Property Group, Inc.                                                        11,300                 331,429
- ----------------------------------------------------------------------------------------------------------------
Stilwell Financial, Inc.                                                          62,300               1,695,806
- ----------------------------------------------------------------------------------------------------------------
USA Education, Inc.                                                               37,000               3,108,740
                                                                                                    ------------
                                                                                                     142,815,294
- ----------------------------------------------------------------------------------------------------------------
Insurance--5.2%
AFLAC, Inc.                                                                      139,500               3,426,120
- ----------------------------------------------------------------------------------------------------------------
Allmerica Financial Corp.                                                          2,400                 106,920
- ----------------------------------------------------------------------------------------------------------------
Allstate Corp.                                                                   157,500               5,307,750
- ----------------------------------------------------------------------------------------------------------------
American International Group, Inc.                                               191,740              15,224,156
- ----------------------------------------------------------------------------------------------------------------
Cigna Corp.                                                                       57,600               5,336,640
- ----------------------------------------------------------------------------------------------------------------
Cincinnati Financial Corp.                                                         8,200                 312,830
- ----------------------------------------------------------------------------------------------------------------
Fidelity National Financial, Inc.                                                 58,380               1,447,824
- ----------------------------------------------------------------------------------------------------------------
First Health Group Corp.(1)                                                       11,200                 277,088
- ----------------------------------------------------------------------------------------------------------------
Hilb, Rogal & Hamilton Co.                                                         3,300                 184,965
- ----------------------------------------------------------------------------------------------------------------
Jefferson-Pilot Corp.                                                             26,450               1,223,842
- ----------------------------------------------------------------------------------------------------------------
Lincoln National Corp.                                                            62,200               3,021,054
- ----------------------------------------------------------------------------------------------------------------
Loews Corp.                                                                       16,900                 935,922
- ----------------------------------------------------------------------------------------------------------------
Marsh & McLennan Cos., Inc.                                                       18,300               1,966,335
- ----------------------------------------------------------------------------------------------------------------
MBIA, Inc.                                                                        38,350               2,056,711
- ----------------------------------------------------------------------------------------------------------------
MetLife, Inc.                                                                    193,600               6,133,248
- ----------------------------------------------------------------------------------------------------------------
Ohio Casualty Corp.(1)                                                             2,700                  43,335
- ----------------------------------------------------------------------------------------------------------------
Old Republic International Corp.                                                     100                   2,801
- ----------------------------------------------------------------------------------------------------------------
Phoenix Cos., Inc.(The)(1)                                                        24,500                 453,250


             Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                    Shares          See Note 1
- ----------------------------------------------------------------------------------------------------------------

Insurance (continued)
Principal Financial Group, Inc.(The)(1)                                              23,700          $   568,800
- ----------------------------------------------------------------------------------------------------------------
Progressive Corp.                                                                    27,800            4,150,540
- ----------------------------------------------------------------------------------------------------------------
Radian Group, Inc.                                                                   27,900            1,198,305
- ----------------------------------------------------------------------------------------------------------------
St. Paul Cos., Inc.                                                                  53,950            2,372,182
- ----------------------------------------------------------------------------------------------------------------
UnumProvident Corp.                                                                  16,700              442,717
- ----------------------------------------------------------------------------------------------------------------
XL Capital Ltd., Cl. A                                                               14,500            1,324,720
                                                                                                     -----------
                                                                                                      57,518,055
- ----------------------------------------------------------------------------------------------------------------
Real Estate Investment Trusts--0.2%
Equity Office Properties Trust                                                       59,700            1,795,776
- ----------------------------------------------------------------------------------------------------------------
Equity Residential Properties Trust                                                   3,700              106,227
- ----------------------------------------------------------------------------------------------------------------
Indymac Mortgage Holdings, Inc.(1)                                                   11,500              268,870
                                                                                                     -----------
                                                                                                       2,170,873
- ----------------------------------------------------------------------------------------------------------------
Savings & Loans--1.2%
Dime Bancorp, Inc.                                                                   37,000            1,334,960
- ----------------------------------------------------------------------------------------------------------------
Golden State Bancorp, Inc.                                                           92,600            2,421,490
- ----------------------------------------------------------------------------------------------------------------
Golden West Financial Corp.                                                          55,400            3,260,290
- ----------------------------------------------------------------------------------------------------------------
Greenpoint Financial Corp.                                                           34,200            1,222,650
- ----------------------------------------------------------------------------------------------------------------
Washington Mutual, Inc.                                                             143,750            4,700,625
- ----------------------------------------------------------------------------------------------------------------
Webster Financial Corp.                                                               1,100               34,683
                                                                                                     -----------
                                                                                                      12,974,698
- ----------------------------------------------------------------------------------------------------------------
Healthcare--11.8%
- ----------------------------------------------------------------------------------------------------------------
Healthcare/Drugs--9.0%
Abbott Laboratories                                                                  54,700            3,049,525
- ----------------------------------------------------------------------------------------------------------------
American Home Products Corp.                                                         43,400            2,663,024
- ----------------------------------------------------------------------------------------------------------------
Amgen, Inc.(1)                                                                       87,600            4,944,144
- ----------------------------------------------------------------------------------------------------------------
Barr Laboratories, Inc.(1)                                                            4,700              372,992
- ----------------------------------------------------------------------------------------------------------------
Biogen, Inc.(1)                                                                      14,200              814,370
- ----------------------------------------------------------------------------------------------------------------
Bristol-Myers Squibb Co.                                                             94,900            4,839,900
- ----------------------------------------------------------------------------------------------------------------
Chiron Corp.(1)                                                                      52,100            2,284,064
- ----------------------------------------------------------------------------------------------------------------
CIMA Labs, Inc.(1)                                                                    5,300              191,595
- ----------------------------------------------------------------------------------------------------------------
COR Therapeutics, Inc.(1)                                                             4,000               95,720
- ----------------------------------------------------------------------------------------------------------------
CV Therapeutics, Inc.(1)                                                              6,900              358,938
- ----------------------------------------------------------------------------------------------------------------
Diagnostic Products Corp.                                                             1,100               48,345
- ----------------------------------------------------------------------------------------------------------------
Edwards Lifesciences Corp.(1)                                                         1,700               46,971
- ----------------------------------------------------------------------------------------------------------------
Forest Laboratories, Inc.(1)                                                         48,000            3,933,600
- ----------------------------------------------------------------------------------------------------------------
Genentech, Inc.(1)                                                                   75,400            4,090,450
- ----------------------------------------------------------------------------------------------------------------
Genta, Inc.(1)                                                                        7,100              101,033
- ----------------------------------------------------------------------------------------------------------------
HCA, Inc.                                                                           121,900            4,698,026
- ----------------------------------------------------------------------------------------------------------------
Humana, Inc.(1)                                                                       5,400               63,666
- ----------------------------------------------------------------------------------------------------------------
Incyte Pharmaceuticals, Inc.(1)                                                       6,800              132,192
- ----------------------------------------------------------------------------------------------------------------
Isis Pharmaceuticals, Inc.(1)                                                         1,300               28,847
- ----------------------------------------------------------------------------------------------------------------
IVAX Corp.(1)                                                                        28,250              568,955


               Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                    Shares          See Note 1
- ----------------------------------------------------------------------------------------------------------------

Healthcare/Drugs (continued)
Johnson & Johnson                                                                   219,206          $12,955,075
- ----------------------------------------------------------------------------------------------------------------
LifePoint Hospitals, Inc.(1)                                                         11,700              398,268
- ----------------------------------------------------------------------------------------------------------------
Lilly (Eli) & Co.                                                                   105,800            8,309,532
- ----------------------------------------------------------------------------------------------------------------
Merck & Co., Inc.                                                                   199,900           11,754,120
- ----------------------------------------------------------------------------------------------------------------
Myriad Genetics, Inc.(1)                                                              5,900              310,576
- ----------------------------------------------------------------------------------------------------------------
Pfizer, Inc.                                                                        482,200           19,215,670
- ----------------------------------------------------------------------------------------------------------------
Respironics, Inc.(1)                                                                  3,000              103,920
- ----------------------------------------------------------------------------------------------------------------
Schering-Plough Corp.                                                               124,800            4,469,088
- ----------------------------------------------------------------------------------------------------------------
Sepracor, Inc.(1)                                                                     9,200              524,952
- ----------------------------------------------------------------------------------------------------------------
Serologicals Corp.(1)                                                                 3,000               64,500
- ----------------------------------------------------------------------------------------------------------------
Sicor, Inc.(1)                                                                       15,100              236,768
- ----------------------------------------------------------------------------------------------------------------
Taro Pharmaceutical Industries Ltd.(1)                                               23,700              946,815
- ----------------------------------------------------------------------------------------------------------------
UnitedHealth Group, Inc.                                                             75,100            5,314,827
- ----------------------------------------------------------------------------------------------------------------
Vertex Pharmaceuticals, Inc.(1)                                                       4,600              113,114
- ----------------------------------------------------------------------------------------------------------------
XOMA Ltd.(1)                                                                            300                2,955
- ----------------------------------------------------------------------------------------------------------------
Zimmer Holdings, Inc.(1)                                                             21,010              641,645
                                                                                                     -----------
                                                                                                      98,688,182
- ----------------------------------------------------------------------------------------------------------------
Healthcare/Supplies & Services--2.8%
Accredo Health, Inc.(1)                                                               2,400               95,280
- ----------------------------------------------------------------------------------------------------------------
Allergan, Inc.                                                                       25,900            1,943,795
- ----------------------------------------------------------------------------------------------------------------
Apria Healthcare Group, Inc.(1)                                                       7,900              197,421
- ----------------------------------------------------------------------------------------------------------------
Baxter International, Inc.                                                           35,700            1,914,591
- ----------------------------------------------------------------------------------------------------------------
Becton, Dickinson & Co.                                                              51,600            1,710,540
- ----------------------------------------------------------------------------------------------------------------
Biosite, Inc.(1)                                                                        400                7,348
- ----------------------------------------------------------------------------------------------------------------
Caremark Rx, Inc.(1)                                                                109,500            1,785,945
- ----------------------------------------------------------------------------------------------------------------
Cooper Cos., Inc.(The)                                                                2,300              114,954
- ----------------------------------------------------------------------------------------------------------------
Covance, Inc.(1)                                                                     10,600              240,620
- ----------------------------------------------------------------------------------------------------------------
DaVita, Inc.(1)                                                                      11,600              283,620
- ----------------------------------------------------------------------------------------------------------------
Health Net, Inc.(1)                                                                  15,900              346,302
- ----------------------------------------------------------------------------------------------------------------
HEALTHSOUTH Corp.(1)                                                                  7,000              103,740
- ----------------------------------------------------------------------------------------------------------------
Laboratory Corp. of America Holdings, Inc.(1)                                        23,300            1,883,805
- ----------------------------------------------------------------------------------------------------------------
Lincare Holdings, Inc.(1)                                                            22,300              638,895
- ----------------------------------------------------------------------------------------------------------------
Manor Care, Inc.(1)                                                                  59,100            1,401,261
- ----------------------------------------------------------------------------------------------------------------
Medtronic, Inc.                                                                      10,900              558,189
- ----------------------------------------------------------------------------------------------------------------
Mid Atlantic Medical Services, Inc.(1)                                                1,900               43,130
- ----------------------------------------------------------------------------------------------------------------
Option Care, Inc.(1)                                                                  3,500               68,425
- ----------------------------------------------------------------------------------------------------------------
Orthodontic Centers of America, Inc.(1)                                               1,500               45,750
- ----------------------------------------------------------------------------------------------------------------
Oxford Health Plans, Inc.(1)                                                         82,700            2,492,578
- ----------------------------------------------------------------------------------------------------------------
Patterson Dental Co.(1)                                                               4,500              184,185
- ----------------------------------------------------------------------------------------------------------------
Pediatrix Medical Group, Inc.(1)                                                      5,400              183,168
- ----------------------------------------------------------------------------------------------------------------
Quest Diagnostics, Inc.(1)                                                           12,200              874,862
- ----------------------------------------------------------------------------------------------------------------
RehabCare Group, Inc.(1)                                                              2,900               85,840


             Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                    Shares          See Note 1
- ----------------------------------------------------------------------------------------------------------------

Healthcare/Supplies & Services (continued)
Schein (Henry), Inc.(1)                                                               9,500          $   351,785
- ----------------------------------------------------------------------------------------------------------------
Stryker Corp.(1)                                                                     20,100            1,173,237
- ----------------------------------------------------------------------------------------------------------------
SurModics, Inc.(1)                                                                    1,300               47,398
- ----------------------------------------------------------------------------------------------------------------
Techne Corp.(1)                                                                       5,500              202,675
- ----------------------------------------------------------------------------------------------------------------
Tenet Healthcare Corp.(1)                                                            90,300            5,302,416
- ----------------------------------------------------------------------------------------------------------------
Trigon Healthcare, Inc.(1)                                                           20,800            1,444,560
- ----------------------------------------------------------------------------------------------------------------
Universal Health Services, Inc., Cl. B(1)                                            42,600            1,822,428
- ----------------------------------------------------------------------------------------------------------------
WellPoint Health Networks, Inc.(1)                                                   24,400            2,851,140
                                                                                                     -----------
                                                                                                      30,399,883
- ----------------------------------------------------------------------------------------------------------------
Technology--12.0%
- ----------------------------------------------------------------------------------------------------------------
Computer Hardware--3.0%
Adaptec, Inc.(1)                                                                     11,300              163,850
- ----------------------------------------------------------------------------------------------------------------
Agilent Technologies, Inc.(1)                                                         7,928              226,027
- ----------------------------------------------------------------------------------------------------------------
Compaq Computer Corp.                                                               403,200            3,935,232
- ----------------------------------------------------------------------------------------------------------------
Dell Computer Corp.(1)                                                              215,800            5,865,444
- ----------------------------------------------------------------------------------------------------------------
Handspring, Inc.(1)                                                                  11,500               77,510
- ----------------------------------------------------------------------------------------------------------------
Hewlett-Packard Co.                                                                  29,900              614,146
- ----------------------------------------------------------------------------------------------------------------
Ingram Micro, Inc., Cl. A(1)                                                          3,400               58,888
- ----------------------------------------------------------------------------------------------------------------
International Business Machines Corp.                                               147,400           17,829,504
- ----------------------------------------------------------------------------------------------------------------
Juniper Networks, Inc.(1)                                                            89,500            1,696,025
- ----------------------------------------------------------------------------------------------------------------
Lexmark International, Inc., Cl. A(1)                                                14,500              855,500
- ----------------------------------------------------------------------------------------------------------------
Mentor Graphics Corp.(1)                                                              3,500               82,495
- ----------------------------------------------------------------------------------------------------------------
Mercury Computer Systems, Inc.(1)                                                     1,600               62,576
- ----------------------------------------------------------------------------------------------------------------
Microtune, Inc.(1)                                                                    2,700               63,342
- ----------------------------------------------------------------------------------------------------------------
Network Appliance, Inc.(1)                                                           29,500              645,165
- ----------------------------------------------------------------------------------------------------------------
Storage Technology Corp.(1)                                                           9,100              188,097
                                                                                                     -----------
                                                                                                      32,363,801
- ----------------------------------------------------------------------------------------------------------------
Computer Services--0.7%
CACI International, Inc., Cl. A(1)                                                    3,200              126,352
- ----------------------------------------------------------------------------------------------------------------
Emulex Corp.(1)                                                                      39,300            1,552,743
- ----------------------------------------------------------------------------------------------------------------
First Data Corp.                                                                     56,900            4,463,805
- ----------------------------------------------------------------------------------------------------------------
Foundry Networks, Inc.(1)                                                            21,700              176,855
- ----------------------------------------------------------------------------------------------------------------
Kronos, Inc.(1)                                                                       2,100              101,598
- ----------------------------------------------------------------------------------------------------------------
Openwave Systems, Inc.(1)                                                            26,900              263,351
- ----------------------------------------------------------------------------------------------------------------
Overture Services, Inc.(1)                                                            8,400              297,612
- ----------------------------------------------------------------------------------------------------------------
Paychex, Inc.                                                                        22,350              778,898
- ----------------------------------------------------------------------------------------------------------------
Sonus Networks, Inc.(1)                                                              18,300               84,546
- ----------------------------------------------------------------------------------------------------------------
Unisys Corp.(1)                                                                      13,700              171,798
- ----------------------------------------------------------------------------------------------------------------
Websense, Inc.(1)                                                                     4,800              153,936
                                                                                                     -----------
                                                                                                       8,171,494

               Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                    Shares          See Note 1
- ----------------------------------------------------------------------------------------------------------------
Computer Software--4.5%
Acclaim Entertainment, Inc.(1)                                                       10,600          $    56,180
- ----------------------------------------------------------------------------------------------------------------
Adobe Systems, Inc.                                                                  65,000            2,018,250
- ----------------------------------------------------------------------------------------------------------------
Cadence Design Systems, Inc.(1)                                                      32,000              701,440
- ----------------------------------------------------------------------------------------------------------------
Citrix Systems, Inc.(1)                                                              77,500            1,756,150
- ----------------------------------------------------------------------------------------------------------------
CSG Systems International, Inc.(1)                                                    4,300              173,935
- ----------------------------------------------------------------------------------------------------------------
Electronic Arts, Inc.(1)                                                              9,100              545,545
- ----------------------------------------------------------------------------------------------------------------
Fair, Isaac & Co., Inc.                                                               1,600              100,832
- ----------------------------------------------------------------------------------------------------------------
Interwoven, Inc.(1)                                                                   7,000               68,180
- ----------------------------------------------------------------------------------------------------------------
McDATA Corp., Cl. A(1)                                                                4,887              119,732
- ----------------------------------------------------------------------------------------------------------------
McDATA Corp., Cl. B(1)                                                               11,400              286,254
- ----------------------------------------------------------------------------------------------------------------
Mercury Interactive Corp.(1)                                                         25,200              856,296
- ----------------------------------------------------------------------------------------------------------------
Micromuse, Inc.(1)                                                                   22,900              343,500
- ----------------------------------------------------------------------------------------------------------------
Microsoft Corp.(1)                                                                  451,500           29,911,875
- ----------------------------------------------------------------------------------------------------------------
Oracle Corp.(1)                                                                     583,800            8,062,278
- ----------------------------------------------------------------------------------------------------------------
Retek, Inc.(1)                                                                        7,700              229,999
- ----------------------------------------------------------------------------------------------------------------
RSA Security, Inc.(1)                                                                12,100              211,266
- ----------------------------------------------------------------------------------------------------------------
Sabre Holdings Corp.(1)                                                              11,200              474,320
- ----------------------------------------------------------------------------------------------------------------
StorageNetworks, Inc.(1)                                                             20,600              127,308
- ----------------------------------------------------------------------------------------------------------------
VeriSign, Inc.(1)                                                                    37,000            1,407,480
- ----------------------------------------------------------------------------------------------------------------
Veritas Software Corp.(1)                                                            38,100            1,708,023
                                                                                                     -----------
                                                                                                      49,158,843
- ----------------------------------------------------------------------------------------------------------------
Communications Equipment--0.6%
Cisco Systems, Inc.(1)                                                              311,700            5,644,887
- ----------------------------------------------------------------------------------------------------------------
Enterasys Networks, Inc.(1)                                                          14,600              129,210
- ----------------------------------------------------------------------------------------------------------------
Scientific-Atlanta, Inc.                                                             13,700              327,978
- ----------------------------------------------------------------------------------------------------------------
Tellium, Inc.(1)                                                                     22,000              137,060
                                                                                                     -----------
                                                                                                       6,239,135
- ----------------------------------------------------------------------------------------------------------------
Electronics--2.9%
Advanced Micro Devices, Inc.(1)                                                      70,700            1,121,302
- ----------------------------------------------------------------------------------------------------------------
Altera Corp.(1)                                                                      18,700              396,814
- ----------------------------------------------------------------------------------------------------------------
Analog Devices, Inc.(1)                                                              88,900            3,946,271
- ----------------------------------------------------------------------------------------------------------------
Arrow Electronics, Inc.(1)                                                            4,700              140,530
- ----------------------------------------------------------------------------------------------------------------
Engineered Support Systems, Inc.                                                      9,000              307,890
- ----------------------------------------------------------------------------------------------------------------
Fairchild Semiconductor International, Inc., Cl. A(1)                                10,700              301,740
- ----------------------------------------------------------------------------------------------------------------
FLIR Systems, Inc.(1)                                                                 3,200              121,344
- ----------------------------------------------------------------------------------------------------------------
General Motors Corp., Cl. H(1)                                                       16,700              258,015
- ----------------------------------------------------------------------------------------------------------------
Genesis Microchip, Inc.(1)                                                           18,800            1,243,056
- ----------------------------------------------------------------------------------------------------------------
Integrated Circuit Systems, Inc.(1)                                                  10,000              225,900
- ----------------------------------------------------------------------------------------------------------------
Intel Corp.                                                                         400,100           12,583,145
- ----------------------------------------------------------------------------------------------------------------
KLA-Tencor Corp.(1)                                                                  72,800            3,607,968
- ----------------------------------------------------------------------------------------------------------------
Lam Research Corp.(1)                                                                15,800              366,876


             Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                    Market Value
                                                                                    Shares          See Note 1
- ----------------------------------------------------------------------------------------------------------------

Electronics (continued)
Linear Technology Corp.                                                              68,100          $ 2,658,624
- ----------------------------------------------------------------------------------------------------------------
Maxim Integrated Products, Inc.(1)                                                   12,300              645,873
- ----------------------------------------------------------------------------------------------------------------
Rambus, Inc.(1)                                                                      16,000              127,840
- ----------------------------------------------------------------------------------------------------------------
Semtech Corp.(1)                                                                     10,000              356,900
- ----------------------------------------------------------------------------------------------------------------
TriQuint Semiconductor, Inc.(1)                                                      24,000              294,240
- ----------------------------------------------------------------------------------------------------------------
Xilinx, Inc.(1)                                                                      83,500            3,260,675
                                                                                                     -----------
                                                                                                      31,965,003
- ----------------------------------------------------------------------------------------------------------------
Photography--0.3%
Eastman Kodak Co.                                                                   103,500            3,046,005
- ----------------------------------------------------------------------------------------------------------------
Transportation--1.5%
- ----------------------------------------------------------------------------------------------------------------
Air Transportation--0.5%
Continental Airlines, Inc., Cl. B(1)                                                 53,258            1,395,892
- ----------------------------------------------------------------------------------------------------------------
Southwest Airlines Co.                                                              206,700            3,819,816
- ----------------------------------------------------------------------------------------------------------------
UAL Corp.                                                                            13,300              179,550
- ----------------------------------------------------------------------------------------------------------------
US Airways Group, Inc.(1)                                                             8,100               51,354
                                                                                                     -----------
                                                                                                       5,446,612
- ----------------------------------------------------------------------------------------------------------------
Railroads & Truckers--0.5%
Burlington Northern Santa Fe Corp.                                                   84,300            2,405,079
- ----------------------------------------------------------------------------------------------------------------
CSX Corp.                                                                             1,800               63,090
- ----------------------------------------------------------------------------------------------------------------
Union Pacific Corp.                                                                  52,300            2,981,100
                                                                                                     -----------
                                                                                                       5,449,269
- ----------------------------------------------------------------------------------------------------------------
Shipping--0.5%
United Parcel Service, Inc., Cl. B                                                   92,000            5,014,000
- ----------------------------------------------------------------------------------------------------------------
Utilities--5.0%
- ----------------------------------------------------------------------------------------------------------------
Electric Utilities--4.4%
ALLETE, Inc.                                                                          5,900              148,680
- ----------------------------------------------------------------------------------------------------------------
American Electric Power Co., Inc.                                                   104,500            4,548,885
- ----------------------------------------------------------------------------------------------------------------
Cinergy Corp.                                                                         8,500              284,155
- ----------------------------------------------------------------------------------------------------------------
CMS Energy Corp.                                                                      5,900              141,777
- ----------------------------------------------------------------------------------------------------------------
Conectiv, Inc.                                                                       11,900              291,431
- ----------------------------------------------------------------------------------------------------------------
Consolidated Edison Co. of New York, Inc.                                            29,000            1,170,440
- ----------------------------------------------------------------------------------------------------------------
Dominion Resources, Inc.                                                             77,000            4,627,700
- ----------------------------------------------------------------------------------------------------------------
DPL, Inc.                                                                             4,000               96,320
- ----------------------------------------------------------------------------------------------------------------
DTE Energy Co.                                                                       57,900            2,428,326
- ----------------------------------------------------------------------------------------------------------------
Duke Energy Corp.                                                                   127,496            5,005,493
- ----------------------------------------------------------------------------------------------------------------
Entergy Corp.                                                                        59,600            2,330,956
- ----------------------------------------------------------------------------------------------------------------
Exelon Corp.                                                                         99,324            4,755,633
- ----------------------------------------------------------------------------------------------------------------
FirstEnergy Corp.                                                                   120,300            4,208,094
- ----------------------------------------------------------------------------------------------------------------
FPL Group, Inc.                                                                      42,300            2,385,720
- ----------------------------------------------------------------------------------------------------------------
KeySpan Corp.                                                                           100                3,465
- ----------------------------------------------------------------------------------------------------------------
Mirant Corp.(1)                                                                     116,155            1,860,803
- ----------------------------------------------------------------------------------------------------------------
Pinnacle West Capital Corp.                                                           6,300              263,655


               Oppenheimer Main Street Growth & Income Fund/VA


Statement of Investments  (Continued)

                                                                                                  Market Value
                                                                                Shares            See Note 1
- ----------------------------------------------------------------------------------------------------------------

Electric Utilities (continued)
PPL Corp.                                                                            56,000       $    1,951,600
- ----------------------------------------------------------------------------------------------------------------
Public Service Enterprise Group, Inc.                                                64,700            2,729,693
- ----------------------------------------------------------------------------------------------------------------
Reliant Energy, Inc.                                                                  3,100               82,212
- ----------------------------------------------------------------------------------------------------------------
Southern Co.                                                                        137,800            3,493,230
- ----------------------------------------------------------------------------------------------------------------
Teco Energy, Inc.                                                                     3,000               78,720
- ----------------------------------------------------------------------------------------------------------------
TXU Corp.                                                                            94,900            4,474,535
- ----------------------------------------------------------------------------------------------------------------
Xcel Energy, Inc.                                                                    46,800            1,298,232
                                                                                                  --------------
                                                                                                      48,659,755
- ----------------------------------------------------------------------------------------------------------------
Gas Utilities--0.6%
Dynegy, Inc.                                                                          8,000              204,000
- ----------------------------------------------------------------------------------------------------------------
El Paso Corp.                                                                        35,151            1,568,086
- ----------------------------------------------------------------------------------------------------------------
Enron Corp.                                                                          74,500               44,700
- ----------------------------------------------------------------------------------------------------------------
Kinder Morgan, Inc.                                                                  46,300            2,578,447
- ----------------------------------------------------------------------------------------------------------------
NICOR, Inc.                                                                           5,900              245,676
- ----------------------------------------------------------------------------------------------------------------
NiSource, Inc.                                                                       14,600              336,676
- ----------------------------------------------------------------------------------------------------------------
Western Gas Resources, Inc.                                                           4,500              145,440
- ----------------------------------------------------------------------------------------------------------------
Williams Cos., Inc. (The)                                                            76,600            1,954,832
                                                                                                  --------------
                                                                                                       7,077,857
                                                                                                  --------------
Total Common Stocks (Cost $1,029,645,008)                                                          1,059,684,780
                                                                                Units
================================================================================================================
Rights, Warrants and Certificates--0.0%
- ----------------------------------------------------------------------------------------------------------------
Dime Bancorp, Inc. Wts., Exp. 1/2/10(1) (Cost $0)                                    31,900                4,785

                                                                                Principal
                                                                                Amount
=================================================================================================================
Repurchase Agreements--3.1%
- ----------------------------------------------------------------------------------------------------------------
Repurchase agreement with PaineWebber, Inc.,1.70%, dated 12/31/01,
to be repurchased at $33,864,198 on 1/2/02, collateralized by
Federal Home Loan Mtg. Corp., 5.50%-6.50%,12/1/16-12/1/31,
with a value of $28,547,794 and Federal National Mortgage Assn.,
6.50%, 5/1/31, with a value of $6,073,429 (Cost $33,861,000)                    $33,861,000           33,861,000
- ----------------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $1,063,506,008)                                      99.7%       1,093,550,565
- ----------------------------------------------------------------------------------------------------------------
Other Assets Net of Liabilities                                                         0.3            2,940,160
                                                                                -----------       --------------
Net Assets                                                                            100.0%      $1,096,490,725
                                                                                ===========       ==============


1. Non-income-producing security.

See accompanying Notes to Financial Statements.

             Oppenheimer Main Street Growth & Income Fund/VA


Statement of Assets and Liabilities  December 31, 2001


================================================================================================================

Assets
Investments, at value (cost $1,063,506,008)--see accompanying statement                           $1,093,550,565
- ----------------------------------------------------------------------------------------------------------------
Cash                                                                                                      15,943
- ----------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold                                                                                       7,154,460
Shares of beneficial interest sold                                                                     1,132,258
Interest and dividends                                                                                 1,069,525
Other                                                                                                      6,700
                                                                                                  --------------
Total assets                                                                                       1,102,929,451
================================================================================================================
Liabilities
Payables and other liabilities:
Investments purchased                                                                                  6,009,683
Shares of beneficial interest redeemed                                                                   260,297
Shareholder reports                                                                                       94,639
Distribution and service plan fees                                                                         6,634
Trustees'compensation                                                                                        822
Transfer and shareholder servicing agent fees                                                                137
Other                                                                                                     66,514
                                                                                                  --------------
Total liabilities                                                                                      6,438,726
================================================================================================================
Net Assets                                                                                        $1,096,490,725
                                                                                                  ==============
================================================================================================================
Composition of Net Assets
Par value of shares of beneficial interest                                                        $       57,733
- ----------------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                         1,240,366,732
- ----------------------------------------------------------------------------------------------------------------
Undistributed (overdistributed) net investment income                                                  7,557,571
- ----------------------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments and foreign currency transactions               (181,535,729)
- ----------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments and translation of
assets and liabilities denominated in foreign currencies                                              30,044,418
                                                                                                  --------------
Net Assets                                                                                        $1,096,490,725
                                                                                                  ==============
================================================================================================================
Net Asset Value Per Share
Non-Service shares:
Net asset value, redemption price per share and offering price per share
(based on net assets of $1,074,945,488 and 56,595,502 shares of
beneficial interest outstanding)                                                                          $18.99
- ----------------------------------------------------------------------------------------------------------------
Service shares:
Net asset value, redemption price per share and offering price per share
(based on net assets of $21,545,237 and 1,137,080 shares of beneficial
interest outstanding)                                                                                     $18.95

See accompanying Notes to Financial Statements.


               Oppenheimer Main Street Growth & Income Fund/VA               21


Statement of Operations For the Year Ended  December 31, 2001


================================================================================================================

Investment Income
Dividends (net of foreign withholding taxes of $75,167)                                            $  13,156,369
- ----------------------------------------------------------------------------------------------------------------
Interest                                                                                               1,923,777
                                                                                                   -------------
Total income                                                                                          15,080,146
================================================================================================================
Expenses
Management fees                                                                                        7,073,905
- ----------------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Service shares                                                                                            15,379
- ----------------------------------------------------------------------------------------------------------------
Shareholder reports                                                                                      223,415
- ----------------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                               30,900
- ----------------------------------------------------------------------------------------------------------------
Trustees'compensation                                                                                     14,022
- ----------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                                             12,943
- ----------------------------------------------------------------------------------------------------------------
Other                                                                                                    115,066
                                                                                                   -------------
Total expenses                                                                                         7,485,630
Less reduction to custodian expenses                                                                     (12,943)
                                                                                                   -------------
Net expenses                                                                                           7,472,687
================================================================================================================
Net Investment Income                                                                                  7,607,459
================================================================================================================
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments                                                                                         (145,944,479)
Foreign currency transactions                                                                           (521,744)
                                                                                                   -------------
Net realized gain (loss)                                                                            (146,466,223)
- ----------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments                                                                                           27,649,658
Translation of assets and liabilities denominated in foreign currencies                                 (568,143)
                                                                                                   -------------
Net change                                                                                            27,081,515
                                                                                                   -------------
Net realized and unrealized gain (loss)                                                             (119,384,708)
================================================================================================================
Net Decrease in Net Assets Resulting from Operations                                               $(111,777,249)
                                                                                                   =============
See accompanying Notes to Financial Statements.


             Oppenheimer Main Street Growth & Income Fund/VA


Statements of Changes in Net Assets

                                                                         Year Ended December 31,
                                                                         2001                   2000
===========================================================================================================

Operations
Net investment income (loss)                                             $    7,607,459      $    5,587,981
- -----------------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                   (146,466,223)        (33,564,078)
- -----------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                         27,081,515         (63,504,788)
                                                                         --------------      --------------
Net increase (decrease) in net assets resulting from operations            (111,777,249)        (91,480,885)
===========================================================================================================
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Non-Service shares                                                           (5,518,418)         (2,497,726)
Service shares                                                                  (19,362)                  -
- -----------------------------------------------------------------------------------------------------------
Distributions from net realized gain:
Non-Service shares                                                                    -         (32,976,915)
Service shares                                                                        -                   -
===========================================================================================================
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial
interest transactions:
Non-Service shares                                                          181,776,278         581,387,859
Service shares                                                               20,508,172           1,777,939
===========================================================================================================
Net Assets
Total increase                                                               84,969,421         456,210,272
- -----------------------------------------------------------------------------------------------------------
Beginning of period                                                       1,011,521,304         555,311,032
                                                                         --------------      --------------
End of period [including undistributed (overdistributed) net
investment income of $7,557,571 and $5,513,216, respectively]            $1,096,490,725      $1,011,521,304
                                                                         ==============      ==============

See accompanying Notes to Financial Statements.


               Oppenheimer Main Street Growth & Income Fund/VA


Financial Highlights

                                                   Year Ended December 31,
Non-Service shares                                 2001            2000          1999       1998           1997
===================================================================================================================

Per Share Operating Data
Net asset value, beginning of period                   $21.26          $24.63      $20.48     $20.58         $16.37
- -------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                     .13             .10         .11        .13            .19
Net realized and unrealized gain (loss)                 (2.29)          (2.14)       4.29        .92           4.91
- -------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment operations          (2.16)          (2.04)       4.40       1.05           5.10
- -------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                     (.11)           (.09)       (.09)      (.05)          (.17)
Distributions from net realized gain                        -           (1.24)       (.16)     (1.10)          (.72)
- -------------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                          (.11)          (1.33)       (.25)     (1.15)          (.89)
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                         $18.99          $21.26      $24.63     $20.48         $20.58
                                                       ======          ======      ======     ======         ======
===================================================================================================================
Total Return, at Net Asset Value(1)                    (10.16)%         (8.78)%     21.71%      4.70%         32.48%

===================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)           $1,074,945      $1,009,823    $555,311   $308,353       $155,368
- -------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $1,028,913      $  809,662    $391,063   $234,306       $ 94,906
- -------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income                                    0.73%           0.69%       0.63%      0.74%          1.15%
Expenses                                                 0.73%           0.73%       0.78%      0.79%(3)       0.83%(3)
- -------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    69%             63%        118%        86%            79%


1. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Total
returns are not annualized for periods less than one full year. Total return
information does not reflect expenses that apply at the separate account level
or to related insurance products. Inclusion of these charges would reduce the
total return figures for all periods shown.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

See accompanying Notes to Financial Statements.

             Oppenheimer Main Street Growth & Income Fund/VA


Financial Highlights  (Continued)

                                                                                   Year Ended December 31,
Service shares                                                                     2001             2000(1)
==========================================================================================================

Per Share Operating Data
Net asset value, beginning of period                                                $21.24          $24.04
- ----------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                                                  .14             .02
Net realized and unrealized gain (loss)                                              (2.32)          (2.82)
- ----------------------------------------------------------------------------------------------------------
Total gain (loss) from investment operations                                         (2.18)          (2.80)
- ----------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                                  (.11)              -
Distributions from net realized gain                                                     -               -
- ----------------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders                                  (.11)              -
- ----------------------------------------------------------------------------------------------------------
Net asset value, end of period                                                      $18.95          $21.24
                                                                                    ======          ======
==========================================================================================================
Total Return, at Net Asset Value(2)                                                 (10.27)%        (11.61)%

==========================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands)                                           $21,545          $1,698
- ----------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                                                  $10,306          $  543
- ----------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                                                 0.66%           0.50%
Expenses                                                                              0.88%           0.88%
- ----------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                                                 69%             63%


1. For the period from July 13, 2000 (inception of offering) to December 31,
2000.
2. Assumes a $1,000 hypothetical initial investment on the business day
before the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than
one full year. Total return information does not reflect expenses that apply at
the separate account level or to related insurance products. Inclusion of these
charges would reduce the total return figures for all periods shown.
(3). Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.

               Oppenheimer Main Street Growth & Income Fund/VA


Notes to Financial Statements

===============================================================================
1. Significant Accounting Policies

Oppenheimer Main Street Growth & Income Fund/VA (the Fund) is a separate series
of Oppenheimer Variable Account Funds (the Trust), an open-end management
investment company registered under the Investment Company Act of 1940, as
amended. The Fund's objective is to seek high total return (which includes
growth in the value of its shares as well as current income) from equity and
debt securities. The Trust's investment advisor is OppenheimerFunds, Inc. (the
Manager). The following is a summary of significant accounting policies
consistently followed by the Fund.
     The Fund offers two classes of shares. Both classes are sold at their
offering price, which is the net asset value per share, to separate investment
accounts of participating insurance companies as an underlying investment for
variable life insurance policies, variable annuity contracts or other
investment products. The class of shares designated as Service shares is
subject to a distribution and service plan.
- -------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock Exchanges
or other domestic or foreign exchanges are valued based on the last sale price
of the security traded on that exchange prior to the time when the Fund's
assets are valued. In the absence of a sale, the security is valued at the last
sale price on the prior trading day, if it is within the spread of the closing
bid and asked prices, and if not, at the closing bid price. Securities
(including restricted securities) for which quotations are not readily
available are valued primarily using dealer-supplied valuations, a portfolio
pricing service authorized by the Board of Trustees, or at their fair value.
Fair value is determined in good faith under consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
- -------------------------------------------------------------------------------
Foreign Currency Translation. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the closing rates of exchange. Amounts related
to the purchase and sale of foreign securities and investment income are
translated at the rates of exchange prevailing on the respective dates of such
transactions.
     The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains
and losses in the Fund's Statement of Operations.
- -------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires its custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is
required to be at least 102% of the resale price at the time of purchase. If
the seller of the agreement defaults and the value of the collateral declines,
or if the seller enters an insolvency proceeding, realization of the value of
the collateral by the Fund may be delayed or limited.
- -------------------------------------------------------------------------------
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily
to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

             Oppenheimer Main Street Growth & Income Fund/VA


Notes to Financial Statements  (Continued)

================================================================================
1. Significant Accounting Policies (continued)

Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers to shareholders.

As of December 31, 2001, the Fund had available for federal income tax purposes
unused capital loss carryovers as follows:

                      Expiring
                      ----------------------------------------
                          2008                    $ 28,801,633
                          2009                     140,898,750
                                                  ------------
                         Total                    $169,700,383
                                                  ============

As of December 31, 2001, the Fund had approximately $4,713,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized, will expire in 2010. Additionally, the Fund had approximately
$9,000 of post-October foreign currency losses which were deferred. If
unutilized by the Fund in the following fiscal year, such losses will expire.
- -------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
- -------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes primarily because of the recognition of certain foreign
currency gains (losses) as ordinary income (loss) for tax purposes. The
character of dividends and distributions made during the fiscal year from net
investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to timing of
dividends and distributions, the fiscal year in which amounts are distributed
may differ from the fiscal year in which the income or realized gain was
recorded by the Fund.
     The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended December 31, 2001, amounts have been reclassified to reflect a
decrease in undistributed net investment income of $25,324. Accumulated net
realized loss on investments was decreased by the same amount. Net assets of
the Fund were unaffected by the reclassifications.
- -------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and
amortization of premium, is accrued as earned.
- -------------------------------------------------------------------------------
Security Transactions. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
- -------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

               Oppenheimer Main Street Growth & Income Fund/VA


Notes to Financial Statements  (Continued)

===============================================================================
2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                                 Year Ended December 31, 2001           Year Ended December 31, 2000(1)
                                                 ----------------------------------     ------------------------------------
                                                 Shares           Amount                Shares           Amount
- ----------------------------------------------------------------------------------------------------------------------------

Non-Service shares
Sold                                             14,383,759       $  283,714,091        27,605,948       $641,709,139
Dividends and/or distributions reinvested           289,225            5,518,418         1,515,363         35,474,641
Redeemed                                         (5,577,498)        (107,456,231)       (4,166,298)       (95,795,921)
                                                 ----------       --------------        ----------        -----------
Net increase (decrease)                           9,095,486       $  181,776,278        24,955,013       $581,387,859
                                                 ==========       ==============        ==========       ============

Service shares
Sold                                              1,070,886       $   20,739,629            79,978       $  1,778,724
Dividends and/or distributions reinvested             1,016               19,362                 -                  -
Redeemed                                            (14,766)            (250,819)              (34)              (785)
                                                 ----------       --------------         ---------       ------------
Net increase (decrease)                           1,057,136       $   20,508,172            79,944       $  1,777,939
                                                 ==========       ==============         =========       ============


1. For the year ended December 31, 2000, for Non-Service shares and for the
period from July 13, 2000 (inception of offering) to December 31, 2000, for
Service shares.
==============================================================================
3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended December 31, 2001, were
$913,390,643 and $683,818,428, respectively.

As of December 31, 2001, unrealized appreciation (depreciation) based on cost
of securities for federal income tax purposes of $1,070,618,566 was:

           Gross unrealized appreciation               $ 93,137,776
           Gross unrealized depreciation                (70,205,777)
                                                       ------------
           Net unrealized appreciation (depreciation)  $ 22,931,999



Notes to Financial Statements  (Continued)

===============================================================================
4. Fees and Other Transactions with Affiliates

Management Fees. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Trust. The annual fees are 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 over $800 million. The Fund's management fee
for the year ended December 31, 2001, was an annualized rate of 0.68%.
- -------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund. The
Fund pays OFS an agreed upon per account fee. Additionally, funds offered in
variable annuity separate accounts are subject to minimum fees of $5,000 for
assets of less than $10 million and $10,000 for assets of $10 million or more.
The Fund is subject to the minimum fee in the event that the per account fee
does not equal or exceed the applicable minimum fee.
     OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.25% per annum of funds offered in variable annuity separate
accounts, effective January 1, 2001. This undertaking may be amended or
withdrawn at any time.
- -------------------------------------------------------------------------------
Distribution and Service Plan for Service Shares. The Fund has adopted a
Distribution and Service Plan for Service shares to pay OppenheimerFunds
Distributor, Inc., the Distributor, for distribution-related services for the
Fund's Service shares. Although the plan allows for payment to be made
quarterly at an annual rate of up to 0.25% of the average annual net assets of
Service shares of the Fund, that rate is currently reduced to 0.15%. The Board
of Trustees may increase that rate to no more than 0.25% per annum, without
notification in advance. The Distributor currently uses all of those fees to
compensate sponsor(s) of the insurance product that offers Fund shares, for
providing personal service and maintenance of accounts of their variable
contract owners that hold Service shares. The impact of the service plan is to
increase operating expenses of the Service shares, which results in lower
performance compared to the Fund's shares that are not subject to a service fee.


                                                    Appendix A

Below are summaries of the rating definitions used by the nationally-recognized rating agencies listed below.
Those ratings represent the opinion of the agency as to the credit quality of issues that they rate. The
summaries below are based upon publicly-available informatiomn provided by the rating organizations.

Moody's Investors Service, Inc.
- -------------------------------------------------------------------------------------------------------------------

Long-Term (Taxable) Bond Ratings

Aaa: Bonds rated Aaa are judged to be the best quality. They carry the smallest degree of investment risk.
Interest payments are protected by a large or by an exceptionally stable margin and principal is secure.  While
the various protective elements are likely to change, the changes that can be expected are most unlikely to
impair the fundamentally strong position of such issues.

Aa: Bonds rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise
what are generally known as high-grade bonds.  They are rated lower than the best bonds because margins of
protection may not be as large as with Aaa securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long-term risks appear somewhat larger than those
of Aaa securities.

A: Bonds rated A possess many favorable investment attributes and are to be considered as upper-medium grade
obligations.  Factors giving security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds rated Baa are considered medium grade obligations; that is, they are neither highly protected nor
poorly secured.  Interest payments and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and have speculative characteristics as well.

Ba: Bonds rated Ba are judged to have speculative elements. Their future cannot be considered well-assured.
Often the protection of interest and principal payments may be very moderate and not well safeguarded during both
good and bad times over the future.  Uncertainty of position characterizes bonds in this class.

B: Bonds rated B generally lack characteristics of desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa: Bonds rated Caa are of poor standing and may be in default or there may be present elements of danger with
respect to principal or interest.

Ca: Bonds rated Ca represent obligations which are speculative in a high degree and are often in default or have
other marked shortcomings.

C:  Bonds rated C are the lowest class of rated bonds and can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The
modifier "1" indicates that the obligation ranks in the higher end of its category; the modifier "2" indicates a
mid-range ranking and the modifier "3" indicates a ranking in the lower end of the category.




Short-Term Ratings - Taxable Debt

These ratings apply to the ability of issuers to repay punctually senior debt obligations having an original
maturity not exceeding one year:

Prime-1: Issuer has a superior ability for repayment of senior short-term debt obligations.

Prime-2: Issuer has a strong ability for repayment of senior short-term debt obligations. Earnings trends and
coverage, while sound, may be subject to variation. Capitalization characteristics, while appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

Prime-3: Issuer has an acceptable ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in earnings and profitability may
result in changes in the level of debt protection measurements and may require relatively high financial
leverage. Adequate alternate liquidity is maintained.

Not Prime: Issuer does not fall within any Prime rating category.

Standard & Poor's Corporation
- -------------------------------------------------------------------------------------------------------------------

Long-Term Credit Ratings

AAA: Bonds rated "AAA" have the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its
financial commitment on the obligation is extremely strong.

AA:  Bonds rated "AA" differ from the highest rated obligations only in small degree. The obligor's capacity to
meet its financial commitment on the obligation is very strong.

A: Bonds rated "A" are somewhat more susceptible to adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB: Bonds rated BBB exhibit adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on
the obligation.

Bonds rated BB, B, CCC, CC and C are regarded as having significant speculative characteristics. BB indicates the
least degree of speculation and C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse
conditions.

BB:  Bonds rated BB are less vulnerable to nonpayment than other speculative issues. However, these face major
uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the obligation.

B:  A bond rated B is more vulnerable to nonpayment than an obligation rated BB, but the obligor currently has
the capacity to meet its financial commitment on the obligation.




CCC: A bond rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial,
and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial or economic conditions, the obligor is not likely to have the capacity to meet its
financial commitment on the obligation.

CC:  An obligation rated CC is currently highly vulnerable to nonpayment.

C: The C rating may used where a bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued.

D:  Bonds rated D are in default. Payments on the obligation are not being made on the date due.

The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative
standing within the major rating categories. The "r" symbol is attached to the ratings of instruments with
significant noncredit risks.

Short-Term Issue Credit Ratings

A-1: Rated in the highest category. The obligor's capacity to meet its financial commitment on the obligation is
strong. Within this category, a plus (+) sign designation indicates the issuer's capacity to meet its financial
obligation is very strong.

A-2:  Obligation is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

A-3: Exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B:  Regarded as having significant speculative characteristics. The obligor currently has the capacity to meet
its financial commitment on the obligation. However, it faces major ongoing uncertainties which could lead to the
obligor's inadequate capacity to meet its financial commitment on the obligation.

C:  Currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitment on the obligation.

D:  In payment default. Payments on the obligation have not been made on the due date. The rating may also be
used if a bankruptcy petition has been filed or similar actions jeopardize payments on the obligation.

Fitch
- -------------------------------------------------------------------------------------------------------------------

International Long-Term Credit Ratings

Investment Grade:
AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of credit risk. They are assigned only
in the case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.


AA: Very High Credit Quality. "AA" ratings denote a very low expectation of credit risk. They indicate a very
strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

A: High Credit Quality. "A" ratings denote a low expectation of credit risk. The capacity for timely payment of
financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher ratings.

BBB: Good Credit Quality. "BBB" ratings indicate that there is currently a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances
and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

Speculative Grade:

BB: Speculative. "BB" ratings indicate that there is a possibility of credit risk developing, particularly as the
result of adverse economic change over time. However, business or financial alternatives may be available to
allow financial commitments to be met. Securities rates in this category are not investment grade.

B: Highly Speculative. "B" ratings indicate that significant credit risk is present, but a limited margin of
safety remains. Financial commitments are currently being met. However, capacity for continued payment is
contingent upon a sustained, favorable business and economic environment.

CCC, CC C: High Default Risk.  Default is a real possibility. Capacity for meeting financial commitments is
solely reliant upon sustained, favorable business or economic developments. A "CC" rating indicates that default
of some kind appears probable. "C" ratings signal imminent default.

DDD, DD, and D: Default. The ratings of obligations in this category are based on their prospects for achieving
partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are
highly speculative and cannot be estimated with any precision, the following serve as general guidelines. `DDD'
obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest.
`DD' indicates potential recoveries in the range of 50%-90%, and `D' the lowest recovery potential, i.e., below
50%.

Entities rated in this category have defaulted on some or all of their obligations. Entities rated 'DDD' have the
highest prospect for resumption of performance or continued operation with or without a formal reorganization
process. Entities rated `DD' and `D' are generally undergoing a formal reorganization or liquidation process;
those rated `DD' are likely to satisfy a higher portion of their outstanding obligations, while entities rated
`D' have a poor prospect for repaying all obligations.

Plus (+) and minus (-) signs may be appended to a rating symbol to denote relative status within the major rating
categories.  Plus and minus signs are not added to the "AAA" category or to categories below "CCC," nor to
short-term ratings other than "F1" (see below).

International Short-Term Credit Ratings

F1:  Highest credit quality. Strongest capacity for timely payment of financial commitments. May have an added
"+" to denote any exceptionally strong credit feature.

F2:   Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of
safety is not as great as in the case of higher ratings.

F3:   Fair credit quality. Capacity for timely payment of financial commitments is adequate. However, near-term
adverse changes could result in a reduction to non-investment grade.

B:    Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term
adverse changes in financial and economic conditions.

C:      High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely
reliant upon a sustained, favorable business and economic environment.

D:     Default. Denotes actual or imminent payment default.








                                                    Appendix B


- -----------------------------------------------------------  Household Products
INDUSTRY CLASSIFICATIONS (Oppenheimer Money Fund/VA)

- -----------------------------------------------------------


Aerospace & Defense
Air Freight & Couriers                            Industrial Conglomerates
Airlines                                          Insurance
Asset Backed Securities                                      Internet & Catalog Retail
Auto Components                                              Internet Software & Services
Automobiles                                                  Information Technology Consulting & Services
Banks                                                                          Leasing & Factoring
Beverages                                                    Leisure Equipment & Products
Biotechnology                                                Machinery
Broker-Dealer                                                Marine
Building Products                                            Media
Chemicals                                                    Metals & Mining
Commercial Finance                                           Multiline Retail
Commercial Services & Supplies                               Multi-Utilities
Communications Equipment                                     Municipal
Computers & Peripherals                                      Office Electronics
Construction & Engineering                                   Oil & Gas
Construction Materials                                       Paper & Forest Products
Consulting & Services                                        Personal Products
Consumer Finance                                             Pharmaceuticals
Containers & Packaging                                       Real Estate
Distributors                                                 Repurchase Agreements
Diversified Financials                                       Road & Rail
Diversified Telecommunication Services                       Semiconductor Equipment & Products
Electric Utilities                                           Software
Electrical Equipment                                         Special Purpose Financial
Electronic Equipment & Instruments                           Specialty Retail
Energy Equipment & Services                                  Textiles & Apparel
Food & Drug Retailing                                        Tobacco
Food Products                                                Trading Companies & Distributors
Foreign Government                                           Transportation Infrastructure
Gas Utilities                                                U.S. Government Agencies-Full Faith and Credit Agencies
Health Care Equipment & Supplies                             U.S. Government Agencies-Government Sponsored
                                                             Enterprises
Health Care Providers & Services                             U.S. Government Instrumentalities
Hotels Restaurants & Leisure                                 U.S. Government Obligations
Household Durables                                           Water Utilities
                                                  Wireless Telecommunication Services





                                                    Appendix C

INDUSTRY CLASSIFICATIONS (all Funds except Oppenheimer Money Fund/VA)

Aerospace & Defense                                Household Durables
Air Freight & Couriers                             Household Products
Airlines                                           Industrial Conglomerates
Auto Components                                    Insurance
Automobiles                                        Internet & Catalog Retail
Banks                                              Internet Software & Services
Beverages                                          Information Technology Consulting & Services
Biotechnology                                      Leisure Equipment & Products
Building Products                                  Machinery
Chemicals                                          Marine
Commercial Services & Supplies                     Media
Communications Equipment                           Metals & Mining
Computers & Peripherals                            Multiline Retail
Construction & Engineering                         Multi-Utilities
Construction Materials                             Office Electronics
Containers & Packaging                             Oil & Gas
Distributors                                       Paper & Forest Products
Diversified Financials                             Personal Products
Diversified Telecommunication Services             Pharmaceuticals
Electric Utilities                                           Real Estate
                                                             Road & Rail
                          C-3B-1
Electrical Equipment
Electronic Equipment & Instruments                 Semiconductor Equipment & Products
Energy Equipment & Services                        Software
Food & Drug Retailing                              Specialty Retail
Food Products                                      Textiles & Apparel
Gas Utilities                                      Tobacco
Health Care Equipment & Supplies                   Trading Companies & Distributors
Health Care Providers & Services                   Transportation Infrastructure
Hotels Restaurants & Leisure                       Water Utilities
                                                   Wireless Telecommunication Services








                                                        D-6
Appendix D - Major Shareholders.  As of March 31, 2002, the total number of shares  outstanding,  and the number of
shares and  approximate  percentage of Fund shares held of record by separate  accounts of the following  insurance
companies  (and their  respective  subsidiaries)  and by  OppenheimerFunds,  Inc.  ("OFI")  were as  follows.  ["*"
indicates less than 5% of the outstanding shares of that fund or class]:
                                                                Allstate        Columbus
                           Total            Aetna             Financial           Life             CUNA
                           Outstanding

Money Fund                 397,651,230.486  *                   *                   *                         *

High Income Fund   46,451,808,072     *              *                 *                7,354,788.551
                                                                                                          15.83%

Service Shares:

High Income Fund              398.443

Bond Fund                    65,347,859.815   *                 *                   *                     *

Aggressive Growth  39,009,201.592   *                *              *                   *
Fund

Service Shares:
Aggressive Growth Fund           1,876.317                                          506.252                 *
                                                                                    27.02%

Capital Appreciation

 Fund                       56,455,345.358  *                   *                   *                       *
17.20%                              42.20%

Service Shares:
Capital Appreciation Fund       18,673.573

Multiple Strategies         39,643,775.437  *                   *                     *                     *
Fund

Global Securities           86,531,190.9139,332,500.150         *                   *                        *
Fund                                        10.79%

41.58%

Service Shares:

Global Securities          1,150,999.777    *                   *                   *                         *
Fund

Main Street Growth         58,903,807.576 3,952,230.888          *                  *                          *
& Income Fund                               6.71%

Service Shares:            1,491,037.826      *                  *                   *
     *

Main Street Growth
& Income Fund


Service Shares:Main
Street Small Cap           48,949.735        *                 210,690.783          *                           *
Fund                                                            11.05%

Strategic Bond Fund        83,661,912.627 12,935,528.913       *                    *
                *
                                            15.46%

Service Shares:                    22,404.160        *          *                       *

*                                           *                   *
Strategic Bond Fund                          (continued)


                                          GE         Jefferson Pilot   John Hancock     Lincoln Benefit

Money Fund                                 *                    *                   *                     *

High Income Fund           16,434,192.655            *                 *                         *
                                            35.38%
Service Shares:
High Income Fund                          *                     *                   *                     *

Bond Fund                           12,169,723.630            4,373,609.704         *                     *
                                          18.62%                6.69%

Aggressive Growth          4,879,499.046             *                 *                           *
*
Fund                                      12.51%

Service Shares:
Aggressive Growth Fund                    *                     *                   *                      *
27.02%
Capital Appreciation
 Fund

Capital Appreciation Fund           8,868,143.659               *                   *                     *
                                          15.71%

Service Shares:

Capital Appreciation Fund                 *                     *                 9,206.301               *
                                                                                    49.30%

Multiple Strategies                 6,467,725.044               *                   *                       *
  *
Fund                                      16.31%

Global Securities                         *                     *                   *                     *
*                                      *
Fund


Service Shares:

Global Securities                   1,143,242,123               *                   *                     *
Fund                                        99.33%

Main Street Growth                         *                    *                     *                   *
& Income Fund

Service Shares:                     1,460,653.189                 *                  *                     *
Main Street Growth                          97.96%
& Income Fund

Service Shares:Main
Street Small Cap                           *                      *                 *
46,282.842
Fund                                                                                                      94.55%

Strategic Bond Fund                        *                      *                   *                   *

Service Shares:                           *                       *                 *                     *
Strategic Bond Fund

 (continued)


                                    MassMutual                Monarch  Nationwide       OFI      Protective

Money Fund                          341,267,681.842             *                 *            *    26,476,467.310
                                          85.82%                                                       6.66%

High Income Fund           14,440,668.101            *                 *                      *           *
                                            31.09%
Service Shares:
High Income Fund                          *                     *                   *         130.707     *
                                                                                                 32.80%

Bond Fund                           18,627,597.825              *              26,597,251.272    *        *
                                          28.51%                                  40.70%

Aggressive Growth          20,769,346.038            *            9,527,767.378   *       *
Fund                                      53.24%                                  24.42%

Service Shares:
Aggressive Growth Fund                    *                     *                   *                      *
27.02%
Capital Appreciation
 Fund

Capital Appreciation Fund           13,092,108.603              *           25,260,692.113       *        *
                                            23.19%                                44.74%

Service Shares:
Capital Appreciation Fund                 *                     *                 7,632.766      *        *
                                                                                    40.87%

Multiple Strategies                 9,434,886.651             2,745,479.811   17,201,079.241     *        *
  *                                   *
Fund                                      23.80%                6.93%               43.39%

Global Securities                   37,967,082.498              *                  35,270,761.711*        *
Fund                                        43.88%                                40.76%

Service Shares:
Global Securities                         *                     *                   *            *        *
Fund

Main Street Growth                  19,208,310.983              *                   24,943,357.544  *
4,751,961.679
& Income Fund                               32.61%                                42.35%            8.07%

Service Shares:                              *                   *                  *            *        *
Main Street Growth
& Income Fund

Service Shares:Main                 1,134,928.674
Street Small Cap                           59.55%                   *               *            *            *
Fund

Strategic Bond Fund                 52,919,451.356              *                   *             * 9,318,182.778
                                            63.25%                                                  11.14%

Service Shares:                             *                   *                 20,426.032     *  *
Strategic Bond Fund                                                                 91.17%

                                                                                        (continued)
                                                                                                     American
                                    Pruco                     Transamerica      Travelers        General

Money Fund                          *                                  *                *                 *

High Income Fund           *                                      *                 *               *

Service Shares:
High Income Fund           *                                    267.736                 *                 *
                                                                  67.20%

Bond Fund                           *                                  *                *                 *

Aggressive Growth          *                                      *                 *               *
Fund

Service Shares:
Aggressive Growth Fund              1,354.535                          *                *                 *
Capital Appreciation                72.31%
 Fund

Capital Appreciation Fund           *                                  *                *                 *

Service Shares:
Capital Appreciation Fund           *                                  *                1,744.497         *
40.87%
                                                                                        9.34%

Multiple Strategies                 *                                  *                *                 *
Fund

Global Securities                   *                                  *                *                 *
Fund

Service Shares:
Global Securities                   *                                  *                *                 *
Fund

Main Street Growth                  *                                  *                *           423,222.813
& Income Fund                                                                                             22.21%

Service Shares:                        *                                *               *                 *
Main Street Growth
& Income Fund

Service Shares:Main
Street Small Cap                     *                                   *              *                 *
Fund

Strategic Bond Fund                 *                                  *                 *                *

Service Shares:                     *                                  *                *                 *
Strategic Bond Fund









- -------------------------------------------------------------------------------------------------------------------
Oppenheimer Variable Account Funds
- -------------------------------------------------------------------------------------------------------------------


Investment Adviser
         OppenheimerFunds, Inc.
         498 Seventh Avenue
         New York, New York 10018


Transfer Agent
         OppenheimerFunds Services
         P.O. Box 5270
         Denver, Colorado 80217
         1.800.981.2871

Custodian Bank
         The Bank of New York
         One Wall Street
         New York, New York 10015

Independent Auditors
         Deloitte & Touche LLP
         555 Seventeenth Street
         Denver, Colorado 80202

Legal Counsel
         Myer, Swanson, Adams & Wolf, P.C.
         1600 Broadway
         Denver, Colorado 80202

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