ovaf 497 2005

497 1 prosp497.htm OVAF 2005 ovaf 497 2005

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

Prospectus dated April 29, 2005

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 Fund's
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
As with all mutual funds, the reference about your account.
Securities
and Exchange Commission has not
approved or disapproved the Fund's
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 Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

What is the Fund's 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 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.

|X| How Does the Portfolio Manager Decide What Securities to Buy or
Sell? The Fund's portfolio manager looks 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 manager also looks 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 manager currently searches primarily for stocks of
companies having the following characteristics:
o what the portfolio manager believes to be a high rate of sustainable
earnings growth;

o undiscovered and undervalued emerging growth characteristics;
o innovative management and strong leadership positions in unique market
niches; and/or
o an expectation of better-than-anticipated earnings or positive earnings
forecasts.

If the portfolio manager discerns 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 Fund's 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.

|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 in common stocks and other equity
securities for capital appreciation, the value of the Fund's portfolio will
be affected by changes in the stock markets. Market risk will affect the
Fund's net asset values per share, which will fluctuate as the values of the
Fund's 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 Fund's 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 stock's 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 Fund's 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.

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
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 large-cap stocks or 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 Fund's Past Performance

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

Annual Total Returns (as of December 31 each year)

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

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 Q'99) and the lowest return (not
annualized) for a calendar quarter was -31.01% (4th Q'00).

---------------------------------------------------------------------------------
Average Annual Total
Returns for the periods 5 Years 10 Years
ended December 31, 2004 1 Year (or life of class (or life of class
if less) if less)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oppenheimer Aggressive

Growth Fund/VA 19.78% -7.90% 9.30%
Non-Service Shares
(inception date:

8/15/86)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

S&P 500 Index 10.87% -2.30% 12.07%

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oppenheimer Aggressive

Growth Fund/VA Service 19.43% -13.77%1 N/A
Shares (inception date:

10/16/00)
---------------------------------------------------------------------------------

1. Since Class inception (10/16/00)

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 Fund's
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 fees,
expenses, or 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.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund. The Fund pays a
variety of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted
from the Fund's assets to calculate the Fund's net asset values per share.
All shareholders therefore pay those expenses indirectly. The numbers below
are based on the Fund's expenses during its fiscal year ended December 31,
2004.

Shareholder Fees. The Fund does not charge any initial sales charge to buy
shares or to reinvest dividends. There are no exchange fees or redemption
fees and no contingent deferred sales charges. Please refer to the
accompanying prospectus of the participating insurance company for
information on initial or contingent deferred sales charges, exchange fees or
redemption fees for that variable life insurance policy, variable annuity or
other investment product. Those charges and fees are not reflected in either
of the tables below.

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

--------------------------------------------------------------------------------
Non-Service Shares Service Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Management Fees 0.67% 0.67%

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

Distribution and Service (12b-1) N/A 0.25%
Fees

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

Other Expenses 0.02% 0.07%

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

Total Annual Operating Expenses 0.69% 0.99%

--------------------------------------------------------------------------------
Expenses may vary in future years. "Other expenses" in the table include
transfer agent fees, custodial fees, and accounting and legal expenses the
Fund pays. The Fund's transfer agent has voluntarily agreed to limit transfer
and shareholder servicing agent fees to 0.35% per fiscal year, for both
classes. That undertaking may be amended or withdrawn at any time. For the
Fund's fiscal year ended December 31, 2004, the transfer agent fees did not
exceed the expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in shares of the Fund for the
time periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each
year and that the Fund's operating expenses remain the same. Your actual
costs may be higher or lower, because expenses will vary over time. Based on
these assumptions your expenses would be as follows, whether or not you
redeem your investment at the end of each period:

Non-Service Shares $71 $221 $385 $861

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

Service Shares $101 $317 $550 $1,219

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

About the Fund's Investments

The Fund's Principle Investment Policies and Risks. The allocation of the
Fund's portfolio among different types of investments will vary over time
based on the Manager's evaluation of economic and market trends. 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 Fund's 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 the stock of any one company and by not investing too great a
percentage of the Fund's 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 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, healthcare, industrials, 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 Fund's portfolio because the Manager believes the price of
the stock will increase in value over time.

The Fund's equity investments may be exchange-traded or
over-the-counter securities. Over-the-counter securities may have less
liquidity than exchange-traded securities.

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 issuer's 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.

|X| 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 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 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 of 1940 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 Fund's Investment Objective and Policies Change? The Fund's 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 Fund's outstanding voting shares. The Fund's 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 Manager's 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. These risks could cause the prices of foreign securities to fall and
therefore could depress the Fund's prices.

Additionally, if a fund invests a significant amount of its assets in
foreign securities, it might expose the fund to "time-zone arbitrage"
attempts by investors seeking to take advantage of the differences in value
of foreign securities that might result from events that occur after the
close of the foreign securities market on which a foreign security is traded
and the close of The New York Stock Exchange (the "Exchange") that day, when
the Fund's net asset value is calculated. If such time-zone arbitrage were
successful, it might dilute the interests of other shareholders. However, the
Fund's use of "fair value pricing" to adjust the closing market prices of
foreign securities under certain circumstances, to reflect what the Manager
and the Board believe to be their fair value may help deter those
activities.

|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. Restricted securities may
have terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities but is not required to sell them due to
declines in the Fund's share price. 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 Fund's share prices could fall. Certain derivative investments
held by the Fund might be illiquid.

|X| 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 Fund's 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 Fund's 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 adverse or
unstable market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary investments that are inconsistent with the
Fund's 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.

|X| Portfolio Turnover. The Fund can engage in active trading to try to
achieve its objective. It might have a turnover rate in excess of 100%
annually. The Financial Highlights table at the end of this Prospectus shows
the Fund's portfolio turnover rates during prior fiscal years. Increased
portfolio turnover creates higher brokerage and transaction costs for the
Fund (and may reduce performance). For a contract owner, any increase in
realized gains will generally not be taxable directly but may affect the
owner's tax basis in the account.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also makes disclosures of the portfolio securities holdings in Statement
of Investments under Form N-Q, which are filed with the SEC no later than 60
days after the close of the first and third fiscal quarters. These additional
quarterly filings are publicly available at the SEC. Therefore, portfolio
holdings of the Fund are made publicly available no later than 60 days after
the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

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 Fund's 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 advisor since January, 1960. The
Manager and its subsidiaries and controlled affiliates managed more than $170
billion in assets as of March 31, 2005, including other Oppenheimer funds
with more than 7 million shareholder accounts. The Manager is located at Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

|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, 2004, was 0.67% of the Fund's average
annual net assets for each class of shares.

|X| Portfolio Manager. The Fund's portfolio is managed by John O'Hare. Mr.
O'Hare has been the person primarily responsible for the day-to-day
management of the Fund's portfolio since October 2003. Mr. O'Hare has been a
Vice President of the Manager since September 2003 and is an officer and
portfolio manager of other portfolios in the OppenheimerFunds complex. Prior
to joining the Manager, Mr. O'Hare was an Executive Vice President and
Portfolio Manager from June 2000 through August 2003 and Portfolio Manager
and Senior Vice President from August 1997 through June 2000 at Geneva
Capital Management, Ltd., an investment advisor. The Statement of Additional
Information provides additional information about the Portfolio Manager's
compensation, other accounts he manages and his ownership of Fund 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 Fund's 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 Fund's 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.

Pending Litigation. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor and
Transfer Agent, as well as 51 of the Oppenheimer funds (collectively the
"funds") not including the Fund, 31 present and former Directors or Trustees
and 9 present and former officers of certain of the funds. This complaint,
initially filed in the U.S. District Court for the Southern District of New
York on January 10, 2005 and amended on March 4, 2005, consolidates into a
single action and amends six individual previously-filed putative derivative
and class action complaints. Like those prior complaints, the complaint
alleges that the Manager charged excessive fees for distribution and other
costs, improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of the funds, and
failed to properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act of
1940. Also, like those prior complaints, the complaint further alleges that
by permitting and/or participating in those actions, the Directors/Trustees
and the Officers breached their fiduciary duties to Fund shareholders under
the Investment Company Act and at common law. The complaint seeks
unspecified compensatory and punitive damages, rescission of the funds'
investment advisory agreements, an accounting of all fees paid, and an award
of attorneys' fees and litigation expenses.

The Manager and the Distributor believe the claims asserted in these
law suits to be without merit, and intend to defend the suits vigorously. The
Manager and the Distributor do not believe that the pending actions are
likely to have a material adverse effect on the Fund or on their ability to
perform their respective investment advisory or distribution agreements with
the Fund.

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 Fund's best interests to do so.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Fund shares may interfere with the Manager's ability to manage
the Fund's investments efficiently, increase the Fund's transaction and
administrative costs and/or affect the Fund's performance, depending on
various factors, such as the size of the Fund, the nature of its investments,
the amount of Fund assets the portfolio manager maintains in cash or cash
equivalents, the aggregate dollar amount and the number and frequency of
trades. If large dollar amounts are involved in redemption transactions, the
Fund might be required to sell portfolio securities at unfavorable times to
meet redemption requests, and the Fund's transaction or administrative
expenses might be increased.

Limits on Disruptive Activity. Therefore, the Manager and the Fund's Board of
Trustees have adopted the following policies and procedures to detect and
prevent frequent and/or excessive purchase and redemption activity, while
balancing the needs of investors. There is no guarantee that the policies and
procedures described below will be sufficient to identify and deter excessive
short-term trading.
The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would be
disruptive.
o The Transfer Agent will attempt to monitor overall purchase and
redemption activity in the accounts of participating insurance
companies to seek to identify patterns that may suggest excessive
trading by the underlying owners. If evidence of possible excessive
trading activity is observed by the Transfer Agent, the
participating insurance companies or other registered owners will be
asked to review account activity in their respective accounts, and
to confirm to the Transfer Agent and the Fund that appropriate
action has been taken to curtail any excessive trading activity.
However, the Transfer Agent's ability to monitor and deter excessive
short-term trading in "omnibus" or "street name" accounts ultimately
depends on the capability and cooperation of the participating
insurance companies controlling their respective accounts.

Monitoring the Policies. The Transfer Agent might not be able to detect
excessive short term trading activity facilitated by, or in accounts
maintained in, the omnibus or street name accounts of a participating
insurance company. The Fund has asked its participating insurance companies
for their cooperation in trying to prevent excessive short term trading
activity in their separate accounts by investors and their financial
advisors. While the Fund recognizes that some contract owners may engage in
periodic asset allocation and re-balancing of fund investments in their
accounts, making an "exchange" out of the Fund within 30 days of buying
shares (by the sale of the recently purchased Fund's shares and the purchase
of shares of another fund), or making more than four "round trip exchanges"
between funds in a year, may be considered excessive short-term trading
activity. Separate accounts under common ownership or control are combined
for calculating these limits.

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

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

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 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 to participating insurance
companies 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.

Net Asset Value. The Fund calculates the net asset value of each class of
shares as of the close of the Exchange, on each day 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., Eastern time, but may close earlier on
some days. All references to time in this Prospectus mean "Eastern time."

The net asset value per share for a class of shares on a "regular
business day" is determined by dividing the value of the Fund's net assets
attributable to that class by the number of shares of that class outstanding
on that day. To determine net asset values, the Fund assets are valued
primarily on the basis of current market quotations. If market quotations are
not readily available or do not accurately reflect fair value for a security
(in the Manager's judgment) or if a security's value has been materially
affected by events occurring after the close of the exchange or market on
which the security is principally traded, that security may be valued by
another method that the Board of Trustees believes accurately reflects the
fair value. Because some foreign securities trade in markets and on exchanges
that operate on weekends and U.S. holidays, the values of some of the Fund's
foreign investments may change on days when investors cannot buy or redeem
Fund shares.

The Board has adopted valuation procedures for the Fund and has
delegated the day-to-day responsibility for fair value determinations to the
Manager's Valuation Committee. Fair value determinations by the Manager are
subject to review, approval and ratification by the Board at its next
scheduled meeting after the fair valuations are determined. In determining
whether current market prices are readily available and reliable, the Manager
monitors the information it receives in the ordinary course of its investment
management responsibilities for significant events that it believes in good
faith will affect the market prices of the securities of issuers held by the
Fund. Those may include events affecting specific issuers (for example, a
halt in trading of the securities of an issuer on an exchange during the
trading day) or events affecting securities markets (for example, a foreign
securities market closes early because of a natural disaster). The Fund uses
fair value pricing procedures to reflect what the Manager and the Board
believe to be more accurate values for its portfolio securities, although it
may not always be able to do so.

If, after the close of the principal market on which a security held by
the Fund is traded and before the time as of which the Fund's net asset
values are calculated that day, a significant event occurs that the Manager
learns of and believes in the exercise of its judgment will cause a material
change in the value of that security from the closing price of the security
on the principal market on which it is traded, the Manager will use its best
judgment to determine a fair value for that security.

The Manager believes that foreign securities values may be affected by
volatility that occurs in U.S. markets on a trading day after the close of
foreign securities markets. The Manager's fair valuation procedures therefore
include a procedure whereby foreign securities prices may be "fair valued" to
take those factors into account.

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 Fund's 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.

|X| Classes of Shares. The Fund has four classes of shares authorized. 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, personal services and account maintenance for
the Fund's 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. Because these fees are paid out of the Fund's assets on an
on-going basis, over time these fees will increase the cost of your
investment and may cost you more than other types of fees or sales charges.
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.

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.

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. 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 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, although they may affect
the tax basis of certain types of distributions from those accounts.

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 Fund's
financial performance the past ten 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 registered public accounting firm, whose report, along
with the Fund's financial statements, is included in the Statement of
Additional Information, which is available upon request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
------------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 36.71 $ 29.23 $ 40.72 $ 70.77 $ 82.31
------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.15) 1 (.15) (.10) .23 .53
Net realized and unrealized gain (loss) 7.41 7.63 (11.16) (21.38) (8.59)
------------------------------------------------------------------------------
Total from investment operations 7.26 7.48 (11.26) (21.15) (8.06)
------------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- (.23) (.54) --
Distributions from net realized gain -- -- -- (8.36) (3.48)
------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders -- -- (.23) (8.90) (3.48)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 43.97 $ 36.71 $ 29.23 $ 40.72 $ 70.77
==============================================================================

------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 19.78% 25.59% (27.79)% (31.27)% (11.24)%
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 1,209,459 $ 1,113,743 $ 979,919 $ 1,621,550 $ 2,595,101
------------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 1,124,874 $ 1,041,584 $ 1,240,435 $ 1,898,088 $ 2,978,465
------------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income (loss) (0.39)% (0.43)% (0.29)% 0.47% 0.65%
Total expenses 0.69% 4 0.70% 4 0.68% 4 0.68% 4 0.64% 4
------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 53% 154% 54% 134% 39%

1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Assumes an 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. Returns do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.

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

4. Reduction to custodian expenses less than 0.01%.

13 | OPPENHEIMER AGGRESSIVE GROWTH FUND/VA

FINANCIAL HIGHLIGHTS Continued
--------------------------------------------------------------------------------

SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000 1
-----------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 36.54 $ 29.13 $ 40.70 $ 70.77 $ 97.75
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.27) 2 -- 3 .16 .19 .20
Net realized and unrealized gain (loss) 7.37 7.41 (11.53) (21.36) (27.18)
---------------------------------------------------------------------------
Total from investment operations 7.10 7.41 (11.37) (21.17) (26.98)
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- (.20) (.54) --
Distributions from net realized gain -- -- -- (8.36) --
---------------------------------------------------------------------------
Total dividends and/or distributions to shareholders -- -- (.20) (8.90) --
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 43.64 $ 36.54 $ 29.13 $ 40.70 $ 70.77
===========================================================================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4 19.43% 25.44% (28.05)% (31.31)% (27.60)%
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 24,151 $ 11,698 $ 144 $ 54 $ 1
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 17,579 $ 3,858 $ 72 $ 31 $ 1
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income (loss) (0.68)% (0.72)% (0.56)% 0.09% 1.14%
Total expenses 0.99% 0.95% 1.55% 0.83% 0.64%
Expenses after payments and waivers and reduction
to custodian expenses N/A 6 N/A 6 0.98% N/A 6 N/A 6
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 53% 154% 54% 134% 39%

1. For the period from October 16, 2000 (inception of offering) to December 31,
2000.

2. Per share amounts calculated based on the average shares outstanding
during the period.

3. Less than $0.005 per share.

4. Assumes an 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. Returns do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.

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

6. Reduction to custodian expenses less than 0.01%.

INFORMATION AND SERVICES

For More Information on Oppenheimer Aggressive Growth 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 Fund's 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 Fund's
investments and performance is available in the Fund's Annual and
Semi-Annual Reports to shareholders. The Annual Report includes a
discussion of market conditions and investment strategies that
significantly affected the Fund's 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 Fund's privacy policy:

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

On the Internet
You can request these documents by e-mail or through the OppenheimerFunds
website. You may also read or download certain documents on the
OppenheimerFunds website at: www.oppenheimerfunds.com.

Information about the Fund including the Statement of Additional
Information can be reviewed and copied at the SEC's 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 SEC's Internet website at www.sec.gov. Copies may be obtained after
payment of a duplicating fee by electronic request at the SEC's e-mail
address: publicinfo@sec.gov or by writing to the SEC's 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 Fund's SEC File No.: 811-4108 [logo] OppenheimerFunds

PR0620.001.0405

Distributor, Inc.
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
non-service 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
----- --------------------

12/31/95 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%
12/31/02 -27.79%
12/31/03 25.59%
12/31/04 19.78%

Oppenheimer
Balanced Fund/VA
A series of Oppenheimer Variable
Account Funds Oppenheimer Balanced Fund/VA is a
mutual fund that seeks a high total
Prospectus dated April 29, 2005 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 Fund's
As with all mutual funds, the objective, its investment policies,
Securities strategies and risks. Please read
and Exchange Commission has not this Prospectus (and your insurance
approved or disapproved the Fund's product prospectus) carefully before
securities nor has it determined that you invest and keep them for future
this Prospectus is accurate or reference about your account.
complete.
It is a criminal offense to represent
otherwise.
(OppenheimerFunds logo)

Contents

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

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

------------------------------------------------------------------------------
What Is the Fund's 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 Fund's investment Manager,
OppenheimerFunds, Inc., uses a variety of different types of securities and
investment strategies to seek the Fund's objective:
o equity securities, such as common stocks, preferred stocks and
securities convertible into common stock, of issuers in the U.S. and
foreign countries,
o 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
o 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 commercial paper.

These investments are more fully explained in "About the Fund's
Investments", below.

|X| How Do the Portfolio Managers Decide What Securities to Buy or
Sell? In selecting securities for the Fund, the Fund's 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, agency debentures, mortgage backed securities,
corporate debt, and asset backed securities to achieve a balance between
total return and 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 company's
financial statements and management structure, analysis of the company's
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 stock's
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 Fund's 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 Fund's
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

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
Manager 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 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 Fund's
portfolio therefore will be affected by changes in the stock markets. Market
risk will affect the Fund's net asset value per share, which will fluctuate
as the values of the Fund's 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
stock's 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 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, 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. These risks could cause
the prices of foreign securities to fall and therefore could depress the
Fund's share prices.

Additionally, if a fund invests a significant amount of its assets in
foreign securities, it might expose the fund to "time-zone arbitrage"
attempts by investors seeking to take advantage of the differences in value
of foreign securities that might result from events that occur after the
close of the foreign securities market on which a foreign security is traded
and the close of The New York Stock Exchange that day, when the Fund's net
asset value is calculated. If such time-zone arbitrage were successful, it
might dilute the interests of other shareholders. However, the Fund's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board believe to be their fair value may help deter those activities.

|_| Special Risks of Emerging 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.

Emerging markets 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. These investments may be substantially more volatile than
securities of issuers in the U.S. and other developed countries and may be
very speculative.

|_| Special Risks of Lower-Grade Securities. Because the Fund can
invest in securities below investment-grade to seek high income, the Fund's
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 Fund's share price and the income it earns.

To the extent that a fund invests significantly in high yield bonds or
small-cap equity securities, because those types of securities may be traded
infrequently, investors may seek to trade fund shares based on their
knowledge or understanding of the value of those types of securities (this is
sometimes referred to as "price arbitrage"). Such price arbitrage, if
otherwise successful, might interfere with the efficient management of a
fund's portfolio to a greater degree than would be the case for funds that
invest in more liquid securities, because the fund may have difficulty
selling those securities at advantageous times or prices to satisfy the
liquidity requirements created by large and/or frequent trading activity.
Successful price arbitrage activities might also dilute the value of fund
shares held by other shareholders.

|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 Fund's share price can go up or down when interest rates
change because of the effect of the changes on the value of the Fund's
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 security's 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.

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.

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 Fund's 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.

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
Fund's 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
price.

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 Fund's shares will go up and down in response to those
changes. The Fund's income-oriented investments may help cushion the Fund's
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 Fund's Past Performance

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

Annual Total Returns (as of December 31 each year)

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

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 12.53% (2nd Q `03) and the lowest return (not
annualized) for a calendar quarter was -10.96% (3rd Q `01).

---------------------------------------------------------------------------------
5 Years 10 Years
Average Annual Total Returns for the (or life of (or life of
periods ended December 31, 2004 class if class if
1 Year less) less)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oppenheimer Balanced Fund/VA Non-Service

Shares 10.10% 6.05% 10.14%
(inception date: 2/9/87)

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

S&P 500 Index 10.87% -2.30% 12.07%1

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

Lehman Bros. Aggregate Bond Index 4.34% 7.71% 7.72%1

Shares 9.79% 8.39% N/A
(inception date: 5/1/02)

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

1. From 12/31/94.

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 Fund's
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
fees, expenses, or 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.

Fees and Expenses of the Fund

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

Management Fees 0.72% 0.72%

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

Distribution and Service None 0.25%
(12b-1) Fees

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

Other Expenses 0.02% 0.05%

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

Total Annual Operating Expenses 0.74% 1.02%

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

Non-Service Shares $76 $237 $413 $922

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

Service Shares $105 $326 $566 $1,254

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

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among different types of investments will vary over time
based upon the Manager's 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 Fund's 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 Fund's investment
policies and risks.

|X| 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 Fund's 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.

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 Fund's 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 Fund's 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.

|X| 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.

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.

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 Fund's 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| 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 and, 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 Moody's
Investors Service, Inc. or lower than "BBB" by Standard & Poor's 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 Moody's 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 Fund's net asset value per share may be affected by
declines in value of these securities.

|X| 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.

|X| Credit Derivatives. The Fund may enter into credit default swaps,
both (i) directly and (ii) indirectly in the form of a swap embedded within a
structured note, to protect against the risk that a security will default.
The Fund pays a fee to enter into the trade and receives a fixed payment
during the life of the swap. If there is a credit event (for example, the
security fails to timely pay interest or principal), the Fund either delivers
the defaulted bond (if the Fund has taken the short position in the credit
default swap, also known as "buying credit protection") or pays the par
amount of the defaulted bond (if the Fund has taken the long position in the
credit default swap note, also known as "selling credit protection"). Risks
of credit default swaps include the cost of paying for credit protection if
there are no credit events, and adverse pricing when purchasing bonds to
satisfy its delivery obligation where the Fund took a short position in the
swap and there has been a credit event.

|X| Foreign Investing. The Fund typically invests a portion of its
assets in foreign debt securities. The Fund can buy debt securities issued by
foreign governments or companies. The Fund can buy securities of governments
and companies in under-developed and developed markets. However, the Fund
may not invest more than 10% of its net assets in the securities of
governments and companies in emerging markets. Debt securities issued or
guaranteed by a foreign government or its agencies might not be backed by the
"full faith and credit" of the government.

The Fund's foreign debt investments can be denominated in U.S. dollars
or in foreign currencies. However, the Fund may not invest more than 20% of
its net assets in foreign debt securities. The Fund will buy and sell
foreign currency only in connection with the purchase and sale of foreign
securities and not for speculation.

|X| Loans and Portfolio Securities. The Fund has entered into a
Securities Lending Agreement with JP Morgan Chase. Under that agreement
portfolio securities of the Fund may be loaned to brokers, dealers and other
financial institutions. The Securities Lending Agreement provides that loans
must be adequately collateralized and may be made only in conformity with
Fund's Securities Lending Guidelines, adopted by the Fund's Board of
Trustees. The value of the securities loaned may not exceed 25% of the value
of the Fund's net assets.

Can the Fund's Investment Objective and Policies Change? The Fund's 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 Fund's outstanding voting shares. The Fund's 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 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| Forward Rolls. The Fund can enter into "forward roll" transactions
with respect to mortgage-related securities. In this type of transaction, the
Fund sells a mortgage-related security to a buyer and simultaneously agrees
to repurchase a similar security at a later date at a set price.

During the period between the sale and the repurchase, the Fund 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
Fund sells may decline below the price at which the Fund is obligated to
repurchase securities, or that the counterparty might default in its
obligation.

|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 Fund's 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.
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.

|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 typically 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 prepayment risks and
the risk of default by the issuer as well as by the borrowers of the
underlying loans in the pool.

|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. Restricted
securities may have terms that limit their resale to other investors or may
require registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities but is not required to sell them due to
declines in the Fund's share price. 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| "Structured" Notes. The Fund can buy "structured" notes, which are
specially-designed derivative debt investments whose payments of principal or
interest payments are linked to the value of an index (such as a currency or
securities index) or commodity, including financial commodities. 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| 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.

If the Manager used a hedging instrument at the wrong time or judged
market conditions incorrectly, the strategy could reduce the Fund's 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| Short-Term Debt Securities. The Fund can buy high-quality,
short-term money market instruments, including obligations of the U.S.
Government and its agencies, short-term corporate debt obligations, bank
certificates of deposit and bankers' acceptances, and commercial paper, which
are short-term, negotiable promissory notes of companies.

|X| Temporary Defensive and Interim Investments. In times of adverse or
unstable market, economic or political conditions, the Fund can invest up to
100% of its total assets in temporary defensive investments that are
inconsistent with the Fund's principal investment strategies. Generally they
would be highly-rated commercial paper and money market instruments, U.S.
government securities and repurchase agreements. The Fund might 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.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also makes disclosures of its portfolio securities holdings in its
Statements of Investments on Form N-Q, which are filed with the SEC no later
than 60 days after the close of the first and third fiscal quarters. These
additional quarterly filings are publicly available at the SEC. Therefore,
portfolio holdings of the Fund are made publicly available no later than 60
days after the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

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 Fund's 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 controlled affiliates managed more than $170 billion in
assets as of March 31, 2005, including other Oppenheimer funds with more than
7 million shareholder accounts. The Manager is located at Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

|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, 2004, was 0.72% of the Fund's average annual net assets
for each class of shares.

|X| Portfolio Managers. The Fund's portfolio is managed by Emmanuel
Ferreira, Christopher Leavy, Angelo Manioudakis and a team of investment
professionals including Benjamin J. Gord, Geoffrey Caan, Charles Moon and
Antulio Bomfim who are primarily responsible for the day-to-day management of
the Fund's investments. Messrs. Ferreira, Leavy and Manioudakis have been
portfolio managers of the Fund since 2003.

Mr. Ferreira has been a Vice President of the Manager since January
2003 and is a portfolio manager and officer of other portfolios in the
OppenheimerFunds complex. He was formerly Portfolio Manager at Lashire
Investments from July 1999 through December 2002.

Mr. Leavy has been a Senior Vice President of the Manager since
September 2000 and is a portfolio manager and officer of other portfolios in
the OppenheimerFunds complex. Mr. Leavy was a portfolio manager at Morgan
Stanley Dean Witter Investment Management from 1997 through September 2000.

Since April 2002, the Fund's fixed-income component has been managed by
a portfolio management team comprised of Angelo Manioudakis, Benjamin Gord,
Charles Moon, Geoffrey Caan, and Antulio Bomfim. This portfolio management
team is primarily responsible for the day-to-day management of the
fixed-income component of the Fund. Mr. Manioudakis has been a Senior Vice
President of the Manager and of HarbourView Asset Management Corporation
since April 2002. He has been a Senior Vice President of OFI Institutional
Asset Management, Inc. since June 2002. He is also a portfolio manager and
officer of other portfolios in the OppenheimerFunds complex. Mr. Manioudakis
was Executive Director and portfolio manager for Miller, Anderson & Sherrerd,
a division of Morgan Stanley Investment Management from August 1993 through
April 2002.

Mr. Gord has been a portfolio manager of the Fund since 2003 and a Vice
President of the Manager since April 2002. He is also a portfolio manager of
other portfolios in the OppenheimerFunds complex. Mr. Gord was an Executive
Director and a senior fixed income analyst at Miller Anderson & Sherrerd, a
division of Morgan Stanley Investment Management from April 1992 through
March 2002.

Mr. Caan has been a portfolio manager of the Fund since 2003 and a Vice
President of the Manager since August 2003. He is also a portfolio manager of
other portfolios in the OppenheimerFunds complex. Mr. Caan was a Vice
President of ABN AMRO N.A., Inc. from June 2002 through August 2003, and a
Vice President of Zurich Scudder Investments from January 1999 through June
2002.

Mr. Moon has been a portfolio manager of the Fund since 2003 and a Vice
President of the Manager since April 2002. He is also a portfolio manager of
other portfolios in the OppenheimerFunds complex. Mr. Moon was an Executive
Director and a portfolio manager at Miller Anderson & Sherrerd, a division of
Morgan Stanley Investment Management from June 1999 through March 2002.

Mr. Bomfim has been a portfolio manager of the Fund since 2003 and a
Vice President of the Manager since October 2003. He is also a portfolio
manager of other portfolios in the OppenheimerFunds complex. Mr. Bomfim was
a Senior Economist at the Board of Governors of the Federal Reserve System
from June 1992 to October 2003.

The Statement of Additional Information provides additional information
about the portfolio management team's compensation, other accounts they
manage and their ownership of Fund shares.

|X| Pending Litigation. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor and
Transfer Agent, as well as 51 of the Oppenheimer funds (collectively the
"funds") not including the Fund, 31 present and former Directors or Trustees
and 9 present and former officers of certain of the funds. This complaint,
initially filed in the U.S. District Court for the Southern District of New
York on January 10, 2005 and amended on March 4, 2005, consolidates into a
single action and amends six individual previously-filed putative derivative
and class action complaints. Like those prior complaints, the complaint
alleges that the Manager charged excessive fees for distribution and other
costs, improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of the funds, and
failed to properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act of
1940. Also, like those prior complaints, the complaint further alleges that
by permitting and/or participating in those actions, the Directors/Trustees
and the Officers breached their fiduciary duties to Fund shareholders under
the Investment Company Act and at common law. The complaint seeks unspecified
compensatory and punitive damages, rescission of the funds' investment
advisory agreements, an accounting of all fees paid, and an award of
attorneys' fees and litigation expenses.

INVESTING IN THE FUND

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
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 shares of the Fund should be given to your insurance
company or its servicing agent, not directly to the Fund or its Transfer
Agent.
------------------------------------------------------------------------------

Net Asset Value. The Fund calculates the net asset value of each class of
shares as of the close of The New York Stock Exchange (the "Exchange"), on
each day 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., Eastern
time, but may close earlier on some days. All references to time in this
Prospectus mean "Eastern time".

The Board has adopted valuation procedures for the Fund and has delegated the
day-to-day responsibility for fair value determinations to the Manager's
Valuation Committee. Fair value determinations by the Manager are subject to
review, approval and ratification by the Board at its next scheduled meeting
after the fair valuations are determined. In determining whether current
market prices are readily available and reliable, the Manager monitors the
information it receives in the ordinary course of its investment management
responsibilities for significant events that it believes in good faith will
affect the market prices of the securities of issuers held by the Fund. Those
may include events affecting specific issuers (for example, a halt in trading
of the securities of an issuer on an exchange during the trading day) or
events affecting securities markets (for example, a foreign securities market
closes early because of a natural disaster). The Fund uses fair value pricing
procedures to reflect what the Manager and the Board believe to be more
accurate values for its portfolio securities, although it may not always be
able to do so.

|X| Classes of Shares. The Fund has four classes of shares authorized. The
Fund offers only 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, personal services and account maintenance for
the Fund's 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. Because these fees are paid out of the Fund's assets on an
on-going basis, over time these fees will increase the cost of your
investment and may cost you more than other types of fees or sales charges.
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.

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. 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.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance for the past five 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 registered public accounting firm, whose report, along
with the Fund's financial statements, is included in the Statement of
Additional Information, which is available upon request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
-----------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 15.92 $ 13.16 $ 15.40 $ 16.55 $ 17.46
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .26 1 .27 .50 .53 .72
Net realized and unrealized gain (loss) 1.33 2.90 (2.02) (.19) .38
----------------------------------------------------------------------------
Total from investment operations 1.59 3.17 (1.52) .34 1.10
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.16) (.41) (.51) (.64) (.82)
Distributions from net realized gain -- -- (.21) (.85) (1.19)
----------------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.16) (.41) (.72) (1.49) (2.01)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 17.35 $ 15.92 $ 13.16 $ 15.40 $ 16.55
============================================================================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 10.10% 24.96% (10.40)% 2.22% 6.44%
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 547,290 $ 533,710 $ 458,848 $ 593,033 $ 589,298
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 528,655 $ 475,389 $ 517,516 $ 599,324 $ 566,724
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 1.59% 1.82% 3.31% 3.42% 4.36%
Total expenses 0.74% 4 0.76% 4 0.74% 4 0.76% 4 0.76% 4
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 68% 5 248% 42% 30% 42%

1. Per share amounts calculated based on the average shares outstanding during
the period.

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

4. Reduction to custodian expenses less than 0.01%.

5. The portfolio turnover rate excludes purchase transactions and sales
transactions of To Be Announced (TBA) mortgage-related securities of
$1,460,076,994 and $1,473,590,963, respectively.

SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 1
--------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 15.87 $ 13.14 $ 14.51
--------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .23 2 .39 .13
Net realized and unrealized gain (loss) 1.31 2.74 (1.50)
-------------------------------------------
Total from investment operations 1.54 3.13 (1.37)
--------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.15) (.40) --
Distributions from net realized gain -- -- --
-------------------------------------------
Total dividends and/or distributions to shareholders (.15) (.40) --
--------------------------------------------------------------------------------------------------
Net asset value, end of period $ 17.26 $ 15.87 $ 13.14
===========================================

--------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value 3 9.79% 24.69% (9.44)%
--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 59,650 $ 25,302 $ 2,306
--------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 39,851 $ 9,908 $ 1,037
--------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 1.41% 1.37% 3.30%
Total expenses 1.02% 5 1.01% 5 0.99% 5
--------------------------------------------------------------------------------------------------
Portfolio turnover rate 68% 6 248% 42%

1. For the period from May 1, 2002 (inception of offering) to December 31, 2002.

2. Per share amounts calculated based on the average shares outstanding during
the period.

3. Assumes an 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. Returns do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.

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

5. Reduction to custodian expenses less than 0.01%.

6. The portfolio turnover rate excludes purchase transactions and sales
transactions of To Be Announced (TBA) mortgage-related securities of
$1,460,076,994 and $1,473,590,963, respectively.

INFORMATION AND SERVICES

For More Information on Oppenheimer Balanced 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 Fund's 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 Fund's
investments and performance is available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Fund's
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 and the notice explaining the Fund's privacy policy:

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

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

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

On the Internet: You can request these documents by e-mail or
through the OppenheimerFunds website. You may
also read or download certain documents on the
OppenheimerFunds website at:
www.oppenheimerfunds.com.

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

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's 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 SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's 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.

[logo] OppenheimerFunds
Distributor, Inc.
The Fund's SEC File No.: 811-4108
PR0670.001.0405
Printed on recycled paper

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

Graphic material included in the Prospectus of Oppenheimer Balanced
Fund/VA (the "Fund") under the heading "Annual Total Return (as of December
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 Non-Service
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
----- --------------------

12/31/95 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%
12/31/02 -10.40%
12/31/03 24.96%
12/31/04 10.10%

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

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

Prospectus dated April 29, 2005

Oppenheimer Capital Appreciation
Fund/VA is a mutual fund that seeks
capital appreciation by investing in
securities 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 Fund's
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

As with all mutual funds, the reference about your account.
Securities
and Exchange Commission has not
approved or disapproved the Fund's
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 Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

What Is the Fund's 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 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 can buy foreign stocks as well.

How Does the Portfolio Manager Decide What Securities to Buy or Sell? The
Fund's 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 Fund's
portfolio among industries and market sectors. Currently the portfolio
manager looks for:
o companies with above-average growth potential,
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 Fund's 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 Fund's 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 Fund's investment
Manager, OppenheimerFunds, Inc., will cause the Fund to underperform other
funds having a similar objective.

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.

|X| 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
Fund's portfolio will be affected by changes in the stock markets. Market
risk will affect the Fund's net asset values per share, which will fluctuate
as the values of the Fund's 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 Fund's 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 Fund's investments to
act in this manner. The Fund is designed for long-term capital appreciation.

Other factors can affect a particular stock's 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| Risks of Growth Stocks. Stocks of growth 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 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
economic or political factors.

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 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 Fund's Past Performance

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

Annual Total Returns (as of December 31 each year)

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

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 28.49% (4th Q'99) and the lowest return (not
annualized) for a calendar quarter was -20.45% (3rd Q'01).

---------------------------------------------------------------------------------
Average Annual Total

Returns for the periods 5 Years 10 Years
ended 1 Year (or life of class (or life of
---------------------------- if less) class if less)

December 31, 2004
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oppenheimer Capital

Appreciation Fund/VA 6.93% -2.23% 13.02%
Non-Service Shares

(inception date: 4/3/85)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

S&P 500 Index 10.87% -2.30% 12.07%

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oppenheimer Capital

Appreciation Fund/VA 6.62% 4.99%* N/A
Service Shares (inception

date: 9/18/01)
---------------------------------------------------------------------------------

*Since inception (9/18/01).

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 fees, expenses, or transaction costs. Also, the Fund's 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.

Fees and Expenses of the Fund

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

Management Fees 0.64% 0.64%

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

Distribution and Service (12b-1) N/A 0.25%
Fees

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

Other Expenses 0.02% 0.02%

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

Total Annual Operating Expenses 0.66% 0.91%

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

Expenses may vary in future years. "Other expenses" in the table include
transfer agent fees, custodial fees, and accounting and legal expenses the
Fund pays. The Fund's transfer agent has voluntarily agreed to limit transfer
and shareholder servicing agent fees to 0.35% per fiscal year, for both
classes. That undertaking may be amended or withdrawn at any time. For the
Fund's fiscal year ended December 31, 2004, the transfer agent fees did not
exceed the expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

Non-Service Shares $68 $212 $369 $825

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

Service Shares $93 $291 $506 $1,125

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

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among different types of investments will vary over time
based on the Manager's evaluation of economic and market trends. 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 Fund's investment policies and risks.

The Manager tries to reduce risks by carefully researching securities
before they are purchased and by attempting to limit valuation risk by being
price sensitive. 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 Fund's 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 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 more
established companies entering a growth cycle. The Fund's 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
company's issued and outstanding stock. Currently, the Fund's 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.

The Fund's equity investments may be exchange-traded or
over-the-counter securities. Over-the-counter securities may have less
liquidity than exchange-traded securities.

Less established 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 Fund's
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.

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 Manager's 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.

|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. Restricted
securities may have terms that limit their resale to other investors or may
require registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities but is not required to sell them due to
declines in the Fund's share price. 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 certain 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 Fund's share prices could fall. Certain derivative investments held by
the Fund might be illiquid.

|X| Temporary Defensive and Interim Investments. In times of adverse or
unstable market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary investments that are inconsistent with the
Fund's principal investment strategies. 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.
These would ordinarily be U. S. government securities, highly-rated
commercial paper, bank deposits or repurchase agreements. The Fund can 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 might not achieve its investment objective.

Portfolio Turnover. The Fund can engage in active trading to try to
achieve its objective. The Financial Highlights table at the end of this
Prospectus shows the Fund's portfolio turnover rates during prior fiscal
years. Increased portfolio turnover creates higher brokerage and transaction
costs for the Fund (and may reduce performance). For a contract owner, any
increase in realized gains will generally not be taxable directly but may
affect the owner's tax basis in the account.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also makes disclosures of its portfolio securities holdings in its
Statements of Investments on Form N-Q, which are filed with the SEC no later
than 60 days after the close of the first and third fiscal quarters. These
additional quarterly filings are publicly available at the SEC. Therefore,
portfolio holdings of the Fund are made publicly available no later than 60
days after the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

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 Fund's 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| 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, 2004, was 0.64% of the Fund's average annual net assets
for each class of shares.

|X| Portfolio Manager. The Fund's portfolio is managed by Jane
Putnam. Ms. Putnam has been the person primarily responsible for the
day-to-day management of the Fund's portfolio since 1994. Ms. Putnam has
been a Vice President of the Manager since June 1994 and is a portfolio
manager of other portfolios in the OppenheimerFunds complex. The Statement
of Additional Information provides additional information about the Portfolio
Manager's compensation, other accounts she manages and her ownership of Fund
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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
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 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| Classes of Shares. The Fund has four classes of shares authorized.
The Fund offers only 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.

Dividends, Capital Gains and Taxes

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance for the past five 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 Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 34.70 $ 26.62 $ 36.58 $ 46.63 $ 49.84
------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .35 1 .12 .11 .18 .27
Net realized and unrealized gain (loss) 2.05 8.07 (9.89) (5.86) .02
-----------------------------------------------------------------------------
Total from investment operations 2.40 8.19 (9.78) (5.68) .29
------------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.11) (.11) (.18) (.27) (.06)
Distributions from net realized gain -- -- -- (4.10) (3.44)
-----------------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.11) (.11) (.18) (4.37) (3.50)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 36.99 $ 34.70 $ 26.62 $ 36.58 $ 46.63
=============================================================================

------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 6.93% 30.94% (26.86)% (12.58)% (0.23)%
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 1,770,273 $ 1,715,240 $ 1,338,769 $ 1,975,345 $ 2,095,803
------------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 1,708,511 $ 1,468,297 $ 1,630,430 $ 2,000,314 $ 1,922,099
------------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 0.99% 0.39% 0.35% 0.51% 0.66%
Total expenses 0.66% 4 0.67% 4 0.66% 4 0.68% 4 0.67% 4
------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 44% 48% 32% 45% 38%

1. Per share amounts calculated based on the average shares outstanding during
the period.

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

4. Reduction to custodian expenses less than 0.01%.

FINANCIAL HIGHLIGHTS Continued
--------------------------------------------------------------------------------

SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 1
------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 34.53 $ 26.53 $ 36.56 $ 31.66
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .29 2 .08 .20 -- 3
Net realized and unrealized gain (loss) 1.99 8.02 (10.05) 4.90
-----------------------------------------------------------
Total from investment operations 2.28 8.10 (9.85) 4.90
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.08) (.10) (.18) --
Distributions from net realized gain -- -- -- --
-----------------------------------------------------------
Total dividends and/or distributions to shareholders (.08) (.10) (.18) --
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 36.73 $ 34.53 $ 26.53 $ 36.56
===========================================================

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4 6.62% 30.69% (27.09)% 15.51%
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 248,649 $ 119,699 $ 18,260 $ 90
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 184,273 $ 48,178 $ 6,263 $ 16
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income 0.85% 0.14% 0.26% 0.11%
Total expenses 0.91% 6 0.94% 6 0.81% 6,7 0.81% 6
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 44% 48% 32% 45%

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

2. Per share amounts calculated based on the average shares outstanding during
the period.

3. Less than $0.005 per share.

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

6. Reduction to custodian expenses less than 0.01%.

7. Voluntary waiver of transfer agent fees less than 0.01%.

INFORMATION AND SERVICES

For More Information on Oppenheimer Capital Appreciation 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 Fund's 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 Fund's
investments and performance is available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Fund's
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 Fund's privacy policy:

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 SEC's 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 SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

The Fund's SEC File No.: 811-4108 (OppenheimerFunds logo)

OppenheimerFunds
PR0610.001.0405
Distributor, Inc.
Printed on recycled paper

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)":

Calendar
Year
Ended Annual Total Returns
----- --------------------

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%
12/31/02 -26.86%
12/31/03 30.94%
12/31/04 6.93%

Oppenheimer
Core Bond Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated April 29, Oppenheimer Core Bond Fund/VA is a mutual
2005 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. Prior to April 29, 2005, the Fund's
name was Oppenheimer Bond 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 Fund's objective, its
As with all mutual funds, the investment policies, strategies and risks.
Securities and Exchange Please read this Prospectus (and your insurance
Commission has not approved product prospectus) carefully before you invest
or disapproved the Fund's and keep them for future reference about your
securities nor has it account.
determined that this
Prospectus is accurate or
complete. It is a criminal
offense to represent
otherwise.

(OppenheimerFunds logo)

CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

What Are the Fund's 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? As a non-fundamental policy (which will
not be changed without providing 60 days notice to Fund shareholders), under
normal market conditions, the Fund invests at least 80% of its net assets
(plus borrowings for investment purposes) in investment grade bonds. 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 are no other set percentage allocations of the Fund's assets
among the types of debt securities the Fund buys, 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 20% 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.

--------------------------------------------------
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 Fund's Investments," below.

The Fund seeks to maintain an average effective portfolio duration of
three to six years (measured on a dollar-weighted basis) to try to reduce the
volatility of the value of its securities portfolio. The Fund will attempt to
maintain (on a dollar-weighted basis) an overall average portfolio credit
quality of "A-" or higher as rated by Moody's Investor Services, Inc. ( or
equivalent rating of any nationally recognized credit rating organization).

How Do the Portfolio Managers Decide What Securities to Buy or Sell? In
selecting securities for the Fund, the Fund's portfolio managers analyze 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 managers currently focus on the factors below (some of which may
vary in particular cases and may change over time), looking for:
o High current income from different types of corporate and government
debt securities,
o Investment-grade securities, primarily to help reduce credit risk,
o Broad portfolio diversification to help reduce the volatility of the
Fund's share prices,
o Relative values among the debt securities market sectors.

The portfolio managers look for securities whose yield and price change
are expected to maximize the return to investors. The portfolio managers
normally will not invest in securities with higher yields if, in their
opinions they expect the price to decline to the point where total return
(including income) would be lower than the return on alternative fixed-income
investments. Conversely, the portfolio managers normally will not invest in
securities they expect to appreciate in price if that security's yield is so
low that total return (including income) will be lower than the return on
alternative fixed-income investments. All else being equal, the portfolio
managers' preference is for investing for income over price appreciation.

Who Is the Fund Designed For? The Fund's 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 Fund's 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
Fund's investment Manager, OppenheimerFunds, Inc., will cause the Fund to
underperform other funds having similar objectives.

|_| Special Risks of Lower-Grade Securities. Because the Fund can invest up
to 20% 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. The market
for lower-grade securities may be less liquid, especially during times of
economic distress, and therefore they may be harder to value or to sell at an
acceptable price.

|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 Fund's share prices can go up or down when interest rates change
because of the effect of the changes on the value of the Fund's 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 security's 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.

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 its value to
fluctuate more widely in response to changes in interest rates. In turn, this
could cause the value of the Fund's shares to fall more.

|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 Fund's 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. These risks could cause the prices of foreign securities to fall and
therefore could depress the Fund's share prices.

Additionally, if a fund invests a significant amount of its assets in
foreign securities, it might expose the fund to "time-zone arbitrage"
attempts by investors seeking to take advantage of the differences in value
of foreign securities that might result from events that occur after the
close of the foreign securities market on which a foreign security is traded
and the close of The New York Stock Exchange that day, when the Fund's net
asset value is calculated. If such time-zone arbitrage were successful, it
might dilute the interests of other shareholders. However, the Fund's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board believe to be their fair value may help deter those activities.

|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, credit
derivatives, structured notes and CMOs are examples of derivatives the Fund
can use.

|X| 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 Fund's
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 Fund's Past Performance

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

Annual Total Returns (as of December 31 each year)
[See appendix to prospectus for data in bar chart showing annual total
returns]

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 -2.23% (2nd Q '04).

--------------------------------------------------------------------------------
Average Annual Total Returns 1 Year 5 Years 10 Years
for the periods ended December (or life of
31, 2004 class, if less)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Oppenheimer Core Bond Fund/VA

Non-Service Shares (inception 5.49% 7.03% 7.06%

4/3/85)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Lehman Brothers Credit Index 5.24% 8.63% 8.41%

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

Citigroup Broad Investment 4.48% 7.73% 7.73%
Grade Index

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

Lehman Brothers Aggregate Bond 4.34% 7.71% 7.72%
Index

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

Oppenheimer Core Bond Fund/VA
Service Shares (inception 5.22% 7.45%1 N/A
5/1/02)

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

1. Since Class inception (5/1/02)

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 Fund's
performance is compared to the Lehman Brothers Credit Index, which measures
the performance of non-convertible investment-grade domestic corporate debt
securities; the Lehman Brother Aggregate Bond Index, which measure the
performance to the broad-based index of government agencies and corporate
debt; and the Citigroup Broad Investment Grade Index. The Fund changed its
index from the Lehman Brothers Credit Index to Citigroup Broad Investment
Grade Index because the Fund believes that the Citigroup Broad Investment
Grade Index is a more appropriate benchmark reflecting the types of
securities in which the Fund invests. The Citigroup Broad Investment Grade
Index consists of securities having a higher grade and a lower modified
duration than the securities in the Lehman Brothers Credit Index. The index
performance reflects the reinvestment of income but does not consider the
effects of fees, expenses or 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.

Fees and Expenses of the Fund

--------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Non-Service Shares Service Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Management Fees 0.72% 0.72%

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

Distribution and Service None 0.25%
(12b-1) Fees

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

Other Expenses 0.03% 0.02%

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

Total Annual Operating Expenses 0.75% 0.99%

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

Expenses may vary in future years. "Other expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses the Fund pays. The
Fund's transfer agent has voluntarily agreed to limit transfer and
shareholder servicing agent fees to 0.35% per fiscal year, for both classes.
That undertaking may be amended or withdrawn at any time. For the Fund's
fiscal year ended December 31, 2004, the transfer agent fees did not exceed
the expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in shares of the Fund for
the time periods indicated, reinvest your dividends and distributions and
then redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Your actual costs may be higher or lower,
because expenses will vary over time. Based on these assumptions your
expenses would be as follows, whether or not you redeem your investment at
the end of each period:

Non-Service Shares $77 $241 $418 $934

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

Service Shares $101 $317 $550 $1,219

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

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among different types of investments will vary over time
based upon the Manager's evaluation of economic and market trends. 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 Fund's investment policies and risks.

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 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 Fund's 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 Fund's 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 20% 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 are 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 issuer's 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 dividends 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 Fund's investment program.

|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 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").

|_| 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 on underlying assets. 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 Fund's share
prices.

|X| The Fund's Portfolio "Duration" Strategy. The "maturity" of a security
(the date when its principal repayment is due) differs from effective
duration, which attempts to measure the expected volatility of a security's
price.

The Fund measures the duration of its entire portfolio of securities on
a dollar-weighted basis, to try to maintain an average effective duration of
its portfolio of three to six years under normal market conditions (that is,
when financial markets are not in an unstable or volatile state). However,
duration cannot be relied on as an exact prediction of future volatility.
There can be no assurance that the Fund will achieve its targeted portfolio
duration at all times.

Duration calculations rely on a number of assumptions and variables
based on the historic performance of similar securities. Therefore, duration
can be affected by unexpected economic events or conditions relating to a
particular security. In the case of CMOs, duration calculations are based on
historic rates of prepayments of underlying mortgages. If the mortgages
underlying the Fund's investments are prepaid more rapidly or more slowly
than expected, the duration calculation for that security may not be correct.

|X| Forward Rolls. The Fund may enter into "forward roll" (also referred to
as "mortgage dollar rolls") transactions with respect to mortgage-related
securities. In this type of transaction, the Fund sells a mortgage-related
security to a buyer and simultaneously agrees to repurchase a similar
security at a later date at a set price.

During the period between the sale and the purchase, the Fund 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
Fund sells may decline below the price at which the Fund is obligated to
repurchase securities, or that the counterparty might default in its
obligation.

|X| 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 20% of the Fund's assets can be invested
in debt securities below investment grade under normal market conditions.

Lower-grade debt securities are those rated below "Baa" by Moody's
Investors Service, Inc. or lower than "BBB" by Standard & Poor's 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 Moody's 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 value and to
sell at an acceptable price. There is a relatively greater possibility that
the issuer's 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 Fund's
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.

|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. 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 Fund's 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 value and 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.

Can the Fund's Investment Objective and Policies Change? The Fund's 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 (a non-fundamental policy) 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 Fund's
outstanding voting shares. The Fund's investment objectives are fundamental
policies. 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 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.

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| 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. Restricted securities may
have terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. 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 the broadest sense, exchange-traded
options, futures contracts, structured notes, CMOs and other hedging
instruments the Fund can use may be considered "derivative investments." In
addition to using hedging instruments, the Fund can use other derivative
investments because they offer the potential for increased income.

|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.

|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.

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.

|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 cash or cash
equivalents, such as U.S. Treasury Bills and other short-term U.S. government
obligations or high-grade commercial paper. The Fund can 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
might not achieve its investment objectives.

|X| Loans of Portfolio Securities. The Fund has entered into a Securities
Lending Agreement with JP Morgan Chase. Under that agreement, portfolio
securities of the Fund may be loaned to brokers, dealers and other financial
institutions. The Securities Lending Agreement provides that loans must be
adequately collateralized and may be only in conformity with the Fund's
Securities Lending Guidelines, adopted by the Fund's Board of Trustees. The
value of the securities loaned may not exceed 25% of the value of the Fund's
net assets.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also makes disclosures of its portfolio securities holdings in its
Statements of Investments on Form N-Q, which are filed with the SEC no later
than 60 days after the close of the first and third fiscal quarters. These
additional quarterly filings are publicly available at the SEC. Therefore,
portfolio holdings of the Fund are made publicly available no later than 60
days after the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

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 Fund's 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| 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
fiscal year ended December 31, 2004, was 0.72% of the Fund's average annual
net assets for each class of shares.

|X| Portfolio Managers. The Fund's portfolio is managed by a team of
investment professionals including Angelo Manioudakis, Benjamin J. Gord,
Geoffrey Caan, Charles Moon and Antulio Bomfim who are primarily responsible
for the day-to-day management of the Fund's investments.

Mr. Manioudakis has been a portfolio manager of the Fund since April
2002, and a Senior Vice President of the Manager and of HarbourView Asset
Management Corporation since April 2002. He has been a Senior Vice President
of OFI Institutional Asset Management, Inc. since June 2002. He is also a
portfolio manager and officer of other portfolios in the OppenheimerFunds
complex. Mr. Manioudakis was Executive Director and portfolio manager for
Miller, Anderson & Sherrerd, a division of Morgan Stanley Investment
Management from August 1993 through April 2002.

Mr. Gord has been a portfolio manager of the Fund and a Vice President
of the Manager since April 2002. He is also a portfolio manager of other
portfolios in the OppenheimerFunds complex. Mr. Gord was an Executive
Director and a senior fixed income analyst at Miller Anderson & Sherrerd, a
division of Morgan Stanley Investment Management from April 1992 through
March 2002.

Mr. Caan has been a portfolio manager of the Fund and a Vice President
of the Manager since August 2003. He is also a portfolio manager of other
portfolios in the OppenheimerFunds complex. Mr. Caan was a Vice President of
ABN AMRO N.A., Inc. from June 2002 through August 2003, and a Vice President
of Zurich Scudder Investments from January 1999 through June 2002.

Mr. Moon has been a portfolio manager of the Fund and a Vice President
of the Manager since April 2002. He is also a portfolio manager of other
portfolios in the OppenheimerFunds complex. Mr. Moon was an Executive
Director and a portfolio manager at Miller Anderson & Sherrerd, a division of
Morgan Stanley Investment Management from June 1999 through March 2002.

Mr. Bomfim has been a portfolio manager of the Fund and a Vice
President of the Manager since October 2003. He is also a portfolio manager
of other portfolios in the OppenheimerFunds complex. Mr. Bomfim was a Senior
Economist at the Board of Governors of the Federal Reserve System from June
1992 to October 2003.

The Statement of Additional Information provides additional information
about the portfolio management team's compensation, other accounts they
manage and their ownership of Fund shares.

Pending Litigation. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor and
Transfer Agent, as well as 51 of the Oppenheimer funds (collectively the
"funds") not including the Fund, 31 present and former Directors or Trustees
and 9 present and former officers of certain of the funds. This complaint,
initially filed in the U.S. District Court for the Southern District of New
York on January 10, 2005 and amended on March 4, 2005, consolidates into a
single action and amends six individual previously-filed putative derivative
and class action complaints. Like those prior complaints, the complaint
alleges that the Manager charged excessive fees for distribution and other
costs, improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of the funds, and
failed to properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act of
1940. Also, like those prior complaints, the complaint further alleges that
by permitting and/or participating in those actions, the Directors/Trustees
and the Officers breached their fiduciary duties to Fund shareholders under
the Investment Company Act and at common law. The complaint seeks unspecified
compensatory and punitive damages, rescission of the funds' investment
advisory agreements, an accounting of all fees paid, and an award of
attorneys' fees and litigation expenses.

INVESTING IN THE FUND

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
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 shares of the Fund should be given to your insurance
company or its servicing agent, not directly to the Fund or its Transfer
Agent.
------------------------------------------------------------------------------

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. 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.

Financial Highlights

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
--------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 11.42 $ 11.31 $ 11.21 $ 11.25 $ 11.52
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .43 1 .51 .65 .81 .94
Net realized and unrealized gain (loss) .18 .23 .27 .03 (.29)
Payment from affiliate -- -- .01 -- --
--------------------------------------------------------------------
Total from investment operations .61 .74 .93 .84 .65
--------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.53) (.63) (.83) (.88) (.92)
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 11.50 $ 11.42 $ 11.31 $ 11.21 $ 11.25
====================================================================

--------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:
--------------------------------------------------------------------------------------------------------------------------
Total return at net asset value 2 5.49% 6.78% 9.02% 7.79% 6.10%
Total return before payment from affiliate 3 N/A N/A 8.93% N/A N/A

--------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 504,244 $ 618,234 $ 724,787 $ 693,701 $ 562,345
--------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 552,293 $ 691,931 $ 686,932 $ 638,820 $ 557,873
--------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income before payment from affiliate 3.82% 4.03% 5.91% 3 7.93% 7.94%
Net investment income after payment from affiliate N/A N/A 6.07% N/A N/A
Total expenses 0.75% 5 0.73% 5 0.73% 5 0.77% 5 0.76% 5
--------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 95% 6 101% 157% 186% 260%

1. Per share amounts calculated based on the average shares outstanding during
the period.

3. The Manager voluntarily reimbursed the Class $1,107,704 from an error in the
calculation of the Fund's net asset value per share.

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

5. Reduction to custodian expenses less than 0.01%.

6. The portfolio turnover rate excludes purchase transactions and sales
transactions of To Be Announced (TBA) mortgage-related securities of
$2,841,348,053 and $2,925,500,296, respectively.

SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 1
--------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 11.39 $ 11.30 $ 10.46
--------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .40 2 .43 .11
Net realized and unrealized gain .18 .28 .72
Payment from affiliate -- -- .01
--------------------------------------
Total from investment operations .58 .71 .84
--------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.50) (.62) --
--------------------------------------------------------------------------------------------
Net asset value, end of period $ 11.47 $ 11.39 $ 11.30
======================================

--------------------------------------------------------------------------------------------
TOTAL RETURN:
--------------------------------------------------------------------------------------------
Total return at net asset value 3 5.22% 6.56% 8.03%
Total return before payment from affiliate 4 N/A N/A 7.94%

--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 3,505 $ 3,835 $ 2,435
--------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 3,002 $ 3,903 $ 834
--------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income before payment from affiliate 3.55% 3.73% 4.37% 4
Net investment income after payment from affiliate N/A N/A 5.04%
Total expenses 0.99% 6 0.98% 6 0.98% 6,7
--------------------------------------------------------------------------------------------
Portfolio turnover rate 95% 8 101% 157%

1. For the period from May 1, 2002 (inception of offering) to December 31, 2002.

2. Per share amounts calculated based on the average shares outstanding during
the period.

4. The Manager voluntarily reimbursed the Class $3,723 from an error in the
calculation of the Fund's net asset value per share.

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

6. Reduction to custodian expenses less than 0.01%.

7. Voluntary waiver of transfer agent fees less than 0.01%.

8. The portfolio turnover rate excludes purchase transactions and sales
transactions of To Be Announced (TBA) mortgage-related securities of
$2,841,348,053 and $2,925,500,296, respectively.

INFORMATION AND SERVICES

For More Information on Oppenheimer Core 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 Fund's 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 Fund's
investments and performance is available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Fund's
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 and the notice explaining the Fund's privacy policy:

------------------------------------------------------------------------------
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 SEC's 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 SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's 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 Fund's SEC File No. 811-4108
PR0630.001.0405 [logo] OppenheimerFunds Distributor, Inc.
Printed on recycled paper

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

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

-----------------------------------------------------
Calendar Year Ended Annual Total Returns
------------------- --------------------
-----------------------------------------------------
-----------------------------------------------------
12/31/95 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%
-----------------------------------------------------
-----------------------------------------------------
12/31/02 9.02%
-----------------------------------------------------
-----------------------------------------------------
12/31/03 6.78%
-----------------------------------------------------
-----------------------------------------------------

12/31/04 5.49%

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

Oppenheimer
Global Securities Fund/VA
A series of Oppenheimer Variable Oppenheimer Global Securities Fund/VA
Account Funds is a mutual fund that seeks long-term
capital appreciation by investing a
Prospectus dated April 29, 2005 substantial portion of its 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, Class 3 or
Class 4 shares of the Fund.
As with all mutual funds, the This Prospectus contains important
Securities information about the Fund's
and Exchange Commission has not objective, its investment policies,
approved or disapproved the Fund's strategies and risks. Please read
securities nor has it determined that this Prospectus (and your insurance
this Prospectus is accurate or product prospectus) carefully before
complete. you invest and keep them for future
It is a criminal offense to represent reference about your account.
otherwise.
(OppenheimerFunds logo)

Contents

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

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

------------------------------------------------------------------------------
What Is the Fund's Investment Objective? The Fund seeks long-term capital
appreciation by investing a substantial portion of its 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 Fund's Investments," below.

How Do the Portfolio Managers Decide What Securities to Buy or Sell? In
selecting securities for the Fund, the Fund's portfolio managers look
primarily for foreign and U.S. companies with high growth potential, using
fundamental analysis of a company's financial statements and management
structure, and analysis of the company's operations and product development,
as well as the industry of which the issuer is part.

The portfolio managers consider 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 managers currently focus on the factors below (which may vary
in particular cases and may change over time), looking for:

o companies of small-, medium- and large-capitalization ranges worldwide,
o stocks to provide growth opportunities, and
o companies with strong competitive positions and high demand for their
products or services.

In applying these and other selection criteria, the portfolio managers
consider the effect of worldwide trends on the growth of various business
sectors. The trends, or global "themes," currently considered 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 Fund's 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 Fund's investment
Manager will cause the Fund to underperform other funds having a similar
objective.

|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 Fund's portfolio will be affected by changes in the stock
markets. Market risk will affect the Fund's net asset values per share, which
will fluctuate as the values of the Fund's 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 stock's 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
Fund's 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 Fund's 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 Fund's Past Performance

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

Annual Total Returns (as of December 31 each year)

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

During the period shown in the bar chart, the highest return (not annualized)
before taxes for a calendar quarter was 36.93% (4thQ `99) and the lowest
return (not annualized) before taxes for a calendar quarter was -18.34% (4th
Q `02).

---------------------------------------------------------------------------
Average Annual
Total Returns for 1 Year 5 Years 10 Years
the periods ended (or life of (or life of
December 31, 2004 class if less) class if less)

---------------------------------------------------------------------------
---------------------------------------------------------------------------
Oppenheimer Global
Securities Fund/VA
Non-Service Shares 19.16% 4.17% 12.58%
(inception 11/12/90)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Morgan Stanley
World Index 15.25% -2.05% 8.53
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Oppenheimer Global
Securities Fund/VA 18.88% 1.62%1 N/A
Service Shares
(inception 7/13/00)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Oppenheimer Global
Securities Fund/VA 19.19% 38.012 N/A
Class 3 Shares
(inception 5/1/03)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Oppenheimer Global
Securities Fund/VA N/A N/A N/A
Class 4 Shares3
(inception 5/3/04)
---------------------------------------------------------------------------
1. Since Class inception (7/31/00).
2. Since Class inception (5/1/03).
3. Because Class 4 shares have not been in operation for a full calendar
year, performance data for that class is not available.

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 fees, expenses, or
transaction costs. The Fund's 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.

Fees and Expenses of the Fund

Please refer to the accompanying prospectus of the participating insurance
company for information on initial or contingent deferred sales charges,
additional exchange fees or redemption fees, and other charges and fees for
that variable life insurance policy, variable annuity or other investment
product. Those charges and fees are not reflected in either of the tables
below.

Shareholder Fees (fees paid directly from your investment)
(% of average daily net assets)

---------------------------------------------------------------------------------
Non-Service Class 3 Class 4
Shares Service Shares Shares Shares
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Redemption Fee* None None 1%* 1%*
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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

* The Fund assesses a 1% fee on the proceeds of Class 3 and Class 4
shares that are redeemed within 60 days of their purchase.

The Fund does not charge any initial sales charge to buy shares or to
reinvest dividends.

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

---------------------------------------------------------------------------------
Non-Service Service Shares Class 3 Shares Class 4 Shares
Shares
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Management Fees 0.63% 0.63% 0.63% 0.63%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Distribution and

Service (12b-1) None 0.25%* None 0.25%
Fees

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Other Expenses 0.03% 0.03% 0.03% 0.06%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Total Annual
Operating 0.66% 0.91% 0.66% 0.94%
Expenses
---------------------------------------------------------------------------------

* Prior to May 1, 2002, the Service class service fee was 0.15%. The actual
service class 12b-1 fees paid by the Fund during the year ended December 31,
2004 was 0.25%, and total annual operating expenses were 0.91%.

Expenses may vary in future years. "Other expenses" in the table include
transfer agent fees, custodial fees, and accounting and legal expenses the
Fund pays. The Fund's transfer agent has voluntarily agreed to limit transfer
and shareholder servicing agent fees to 0.35% per fiscal year, for all three
classes. That undertaking may be amended or withdrawn at any time. For the
Fund's fiscal year ended December 31, 2004, the transfer agent fees did not
exceed the expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Non-Service Shares $68 $212 $369 $825
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Service Shares $193 $291 $506 $1,125
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class 3 Shares $168 $212 $369 $825
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class 4 Shares $196 $301 $522 $1,160
------------------------------------------------------------------------------

About the Fund's 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
Manager's 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 Fund's 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.

Can the Fund's Investment Objective and Policies Change? The Fund's 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 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.

|X| Portfolio Turnover. The Fund can engage in active trading to try
to achieve its objective. It might have a turnover rate in excess of 100%
annually. The Financial Highlights table at the end of this Prospectus shows
the Fund's portfolio turnover rates during prior fiscal years. Increased
portfolio turnover creates higher brokerage and transaction costs for the
Fund (and may reduce performance) For a contract owner, any increase in
realized gains will generally not be taxable directly but may affect the
owner's tax basis in the account.

|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. Restricted
securities may have terms that limit their resale to other investors or may
require registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities but is not required to sell them due to
declines in the Fund's share price. 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 the broadest sense,
exchange-traded options, futures contracts, and other hedging instruments the
Fund might use may be considered "derivative investments." In addition to
using hedging instruments, the Fund can use other derivative investments
because they offer the potential for increased income and principal value.

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.

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. In times of adverse
or unstable market, economic or political conditions, the Fund can invest up
to 100% of its assets in temporary investments that are inconsistent with the
Fund's principal investment strategies. 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.
These would ordinarily be U. S. government securities, highly-rated
commercial paper, bank deposits or repurchase agreements. The Fund can 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 might not achieve its investment objective.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also makes disclosures of its portfolio securities holdings in its
Statements of Investments on Form N-Q, which are filed with the SEC no later
than 60 days after the close of the first and third fiscal quarters. These
additional quarterly filings are publicly available at the SEC. Therefore,
portfolio holdings of the Fund are made publicly available no later than 60
days after the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

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 Fund's 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| 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, 2004, was 0.63% of the Fund's average annual net assets for each
class of shares.

|X| Portfolio Managers. Effective August 1, 2004, the portfolio managers of
the Fund are William Wilby and Rajeev Bhaman. They are the persons
principally responsible for the day-to-day management of the Fund's
portfolio. Mr. Wilby has been a Senior Vice President of the Manager since
July 1994 and has been a Portfolio Manager of the Fund since December 1995.
Mr. Wilby is a portfolio manager of other portfolios in the OppenheimerFunds
complex.

Mr. Bhaman is a Vice President of the Manager and portfolio manager of other
portfolios in the OppenheimerFunds complex. Prior to joining the Manager in
1996, Mr. Bhaman was employed at Barclays de Zoete Wedd Inc., concentrating
on Asian research and research sales. Mr. Bhaman holds a B.A. and an M.B.A.
from Cornell University as well as an M.B.A. in International Business from
the Katholieke Universiteit te Leuven in Belgium. He is a Chartered
Financial Analyst.

The Statement of Additional Information provides additional information
about the Portfolio Managers' compensation, other accounts they manage and
their ownership of Fund 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.

Pending Litigation. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor and
Transfer Agent, as well as 51 of the Oppenheimer funds (collectively the
"funds") not including the Fund, 31 present and former Directors or Trustees
and 9 present and former officers of certain of the funds. This complaint,
initially filed in the U.S. District Court for the Southern District of New
York on January 10, 2005, and amended on March 4, 2005, consolidates into a
single action and amends six individual previously-filed putative derivative
and class action complaints. Like those prior complaints, the complaint
alleges that the Manager charged excessive fees for distribution and other
costs, improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of the funds, and
failed to properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act of
1940. Also, like those prior complaints, the complaint further alleges that
by permitting and/or participating in those actions, the Directors/Trustees
and the Officers breached their fiduciary duties to Fund shareholders under
the Investment Company Act and at common law. The complaint seeks unspecified
compensatory and punitive damages, rescission of the funds' investment
advisory agreements, an accounting of all fees paid, and an award of
attorneys' fees and litigation expenses.

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 Class 3 shares, Class 4 shares, or Service
shares of the Fund. The Fund reserves the right to refuse any purchase order
when the Manager believes it would be in the Fund's best interest to do so.
Class 3 and Class 4 shares are currently offered only as an investment option
through separate accounts offered by certain insurance companies. Please
refer to the accompanying prospectus of the participating insurance company
for more details.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

o The Transfer Agent will attempt to monitor overall purchase and
redemption activity in the accounts of a participating insurance
companies to seek to identify patterns that may suggest excessive
trading by the underlying owners. If evidence of possible excessive
trading activity is observed by the Transfer Agent, the
participating insurance companies or other registered owners will be
asked to review account activity in their respective accounts, and
to confirm to the Transfer Agent and the Fund that appropriate
action has been taken to curtail any excessive trading activity.
However, the Transfer Agent's ability to monitor and deter excessive
short-term trading in "omnibus" or "street name" accounts ultimately
depends on the capability and cooperation of the participating
insurance companies controlling their respective accounts.

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
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 shares of the Fund should be given to your insurance
company or its servicing agent, not directly to the Fund or its Transfer
Agent.
------------------------------------------------------------------------------

Net Asset Value. The Fund calculates the net asset value of each class of
shares as of the close of the Exchange, on each day 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., Eastern time, but may close earlier on
some days. All references to time in this Prospectus mean "Eastern time."

|X| Classes of Shares. The Fund has four classes of shares authorized.
The Fund offers four different classes of shares. The class of shares
designated as Service class shares and Class 4 shares are subject to a
distribution and service plan. The impact of the expenses of that plan on
Service class shares is described below. The class of shares that are not
subject to a plan are designated as non-service shares and Class 3 shares.
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 share class and Class 4
shares to pay the Distributor, for distribution related services, personal
services and account maintenance for the Fund's Service class and Class 4
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 share class and Class 4
shares of the Fund. Because these fees are paid out of the Fund's assets on
an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than other types of fees or sales charges.
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 class and Class 4 shares. The impact of the service plan is to
increase operating expenses of the Service class and Class 4 shares, which
results in lower performance compared to the Fund's 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 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 by 9:30 a.m. the next
regular business day at the office of its Transfer Agent in Colorado. The
participating insurance company must receive that order before the close of
the Exchange (usually 4:00 p.m. Eastern time). 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.
Shares may be redeemed in kind under certain limited circumstances (such as
redemptions of substantial amounts to shareholders that have consented to
such in kind redemptions).

The Fund assesses a 1% fee on the proceeds of Class 3 and Class 4
shares that are redeemed within 60 days of their purchase. The redemption
fee is paid to the Fund, and is intended to offset the trading costs, market
impact and other costs associated with short-term money movements in and out
of the Fund. The redemption fee is imposed to the extent that Class 3 and
Class 4 shares redeemed exceed Class 3 and Class 4 shares that have been held
more than 60 days.

Shares may be "redeemed in kind" under certain limited circumstances (such as
redemptions of substantial amounts of shares by shareholders that have
consented to such in kind redemptions). This means that the redemption
proceeds will be paid to the participating insurance companies that hold Fund
shares with liquid securities from the Fund's portfolio. If the Fund redeems
shares in kind, the accounts may bear transaction costs and market risks
until such time as the securities are converted into cash.

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. Dividends
will generally be lower for Service shares and Class 4 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).

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance for its non-service shares for the past ten fiscal
years and the past three fiscal years for its service shares and since
inception for its Class 3 shares. Because Class 4 shares were recently made
available, no performance information is available for that share class.
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 registered public accounting firm, whose
report, along with the Fund's financial statements, is included in the
Statement of Additional Information, which is available upon request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
-------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 25.08 $ 17.70 $ 22.84 $ 30.33 $ 33.41
-------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .26 1 .19 .16 .17 .27
Net realized and unrealized gain (loss) 4.49 7.34 (5.19) (3.85) 1.82
------------------------------------------------------------------------
Total from investment operations 4.75 7.53 (5.03) (3.68) 2.09
-------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.32) (.15) (.11) (.19) (.09)
Distributions from net realized gain -- -- -- (3.62) (5.08)
------------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.32) (.15) (.11) (3.81) (5.17)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 29.51 $ 25.08 $ 17.70 $ 22.84 $ 30.33
========================================================================

-------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 19.16% 43.02% (22.13)% (12.04)% 5.09%
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $2,518,867 $2,280,752 $1,549,993 $1,905,890 $2,136,420
-------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $2,451,188 $1,751,226 $1,776,289 $1,918,335 $2,116,100
-------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 1.01% 0.99% 0.80% 0.70% 0.83%
Total expenses 0.66% 4 0.67% 4 0.67% 4 0.70% 4 0.68% 4
-------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 30% 34% 34% 39% 50%

1. Per share amounts calculated based on the average shares outstanding during
the period.

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

4. Reduction to custodian expenses less than 0.01%.

FINANCIAL HIGHLIGHTS Continued
--------------------------------------------------------------------------------

SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000 1
--------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 24.96 $ 17.61 $ 22.78 $ 30.30 $32.65
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .20 2 .12 .12 .21 .03
Net realized and unrealized gain (loss) 4.46 7.36 (5.19) (3.92) (2.38)
-------------------------------------------------------------------
Total from investment operations 4.66 7.48 (5.07) (3.71) (2.35)
--------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.29) (.13) (.10) (.19) --
Distributions from net realized gain -- -- -- (3.62) --
-------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.29) (.13) (.10) (3.81) --
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 29.33 $ 24.96 $ 17.61 $ 22.78 $30.30
===================================================================

--------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 18.88% 42.86% (22.37)% (12.17)% (7.20)%
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $346,403 $168,739 $ 52,830 $ 20,467 $ 983
--------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $247,490 $ 91,800 $ 34,847 $ 8,502 $ 325
--------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 0.77% 0.68% 0.51% 0.44% 0.60%
Total expenses 0.91% 5 0.93% 5 0.90% 5 0.85% 5 0.83% 5
--------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 30% 34% 34% 39% 50%

1. For the period from July 13, 2000 (inception of offering) to December 31,
2000.

2. Per share amounts calculated based on the average shares outstanding during
the period.

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

5. Reduction to custodian expenses less than 0.01%.

CLASS 3 SHARES YEAR ENDED DECEMBER 31, 2004 2003 1
--------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------
Net asset value, beginning of period $ 25.19 $ 17.55
--------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .26 2 .07
Net realized and unrealized gain 4.52 7.57
----------------------------
Total from investment operations 4.78 7.64
--------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.32) --
Distributions from net realized gain -- --
-----------------------------
Total dividends and/or distributions to shareholders (.32) --
--------------------------------------------------------------------------------------
Net asset value, end of period $ 29.65 $ 25.19
=============================

--------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 19.19% 43.53%
--------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $265,044 $147,576
--------------------------------------------------------------------------------------
Average net assets (in thousands) $199,388 $80,579
--------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 1.00% 0.73%
Total expenses 0.66% 5 0.68% 5
--------------------------------------------------------------------------------------
Portfolio turnover rate 30% 34%

1. For the period from May 1, 2003 (inception of offering) to December 31, 2003.

2. Per share amounts calculated based on the average shares outstanding during
the period.

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

5. Reduction to custodian expenses less than 0.01%.

FINANCIAL HIGHLIGHTS Continued
--------------------------------------------------------------------------------

CLASS 4 SHARES PERIOD ENDED DECEMBER 31, 2004 1
-----------------------------------------------------------------------------
PER SHARE OPERATING DATA
Net asset value, beginning of period $ 25.21
-----------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .09 2
Net realized and unrealized gain 4.05
----------

Total from investment operations 4.14
-----------------------------------------------------------------------------
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 $ 29.35

-----------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 16.42%
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------
Net assets, end of period (in thousands) $37,384
-----------------------------------------------------------------------------
Average net assets (in thousands) $19,774
-----------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 0.53%
Total expenses 0.94% 5
-----------------------------------------------------------------------------
Portfolio turnover rate 30%

1. For the period from May 3, 2004 (inception of offering) to December 31, 2004.

2. Per share amounts calculated based on the average shares outstanding during
the period.

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

5. Reduction to custodian expenses less than 0.01%.

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:

Statement of Additional Information
This document includes additional information about the Fund's 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 Fund's investments and performance is
available in the Fund's Annual and Semi-Annual Reports to shareholders.
The Annual Report includes a discussion of market conditions and
investment strategies that significantly affected the Fund's 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 and the notice explaining the Fund's privacy policy:
------------------------------------------------------------------------------

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

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 SEC's 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 SEC's Internet website at www.sec.gov. Copies may be obtained after
-----------
payment of a duplicating fee by electronic request at the SEC's e-mail
address: publicinfo@sec.gov or by writing to the SEC's Public Reference
Section, Washington, D.C. 20549-0102.

The Fund's SEC File No.: 811-4108
PR0485.001.0405
Printed on recycled paper.

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 December 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
non-service 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
----- --------------------

12/31/95 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%
12/31/02 -22.13%
12/31/03 43.02%
12/31/04 19.16%

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

Prospectus dated April 29, 2005 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 Fund's
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 Fund's
securities nor has it determined that
this Prospectus is accurate or
complete. It is a criminal offense to
represent otherwise.
Oppenheimer
High Income Fund/VA
A series of Oppenheimer Variable Account Funds

(OppenheimerFunds logo)

CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks a high level of
current income from investment in high-yield fixed-income securities.

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,
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 Fund's 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 Fund's
Investments," below.

How Does the Portfolio Manager Decide What Securities to Buy or Sell? In
selecting securities for the Fund, the Fund's portfolio manager analyzes the
overall investment opportunities and risks in different market sectors,
industries and countries. The portfolio manager's 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 manager currently focuses 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 Issuers in industries that are currently undervalued,
o Issuers with strong cash flows,
o Changes in the business cycle that might affect corporate profits.

The Fund's 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 Fund's 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 Fund's income level
will fluctuate, it is not designed for investors needing an assured level of
current income. 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 Manager will cause the Fund to underperform other funds
having similar objectives.

|_| 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 Fund's 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 Fund's share prices
and the income it earns. The market for lower-grade securities may be less
liquid, especially during times of economic distress, and therefore they may
be harder to value and to sell at an acceptable price.

|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 Fund's share prices can go up or down when interest rates
change because of the effect of the changes on the value of the Fund's
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 Fund's share prices and returns.

Additionally, if a fund invests a significant amount of its assets in
foreign securities, it might expose the fund to "time-zone arbitrage"
attempts by investors seeking to take advantage of the differences in value
of foreign securities that might result from events that occur after the
close of the foreign securities market on which a foreign security is traded
and the close of The New York Stock Exchange that day, when the Fund's net
asset value is calculated. If such time-zone arbitrage were successful, it
might dilute the interests of other shareholders. However, the Fund's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board believe to be their fair value may help deter those activities.

|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 security's 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, credit
derivatives, 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 Fund's
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 Fund's shares can go up and down substantially because of
events affecting foreign markets or issuers or events affecting the high
yield market. The Fund's security diversification strategy may help cushion
the Fund's 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 Fund's Past Performance

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

Annual Total Returns (as of December 31 each year)
[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 8.88% (2nd Q '03) and the lowest return (not
annualized) for a calendar quarter was -7.12% (3rd Q '98).

---------------------------------------------------------------------------------
Average Annual Total Returns 1 Year 5 Years 10 Years
for the periods ended December (or life of
31, 2004 class, if less)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oppenheimer High Income Fund/VA

Non-Service Shares (inception 8.97% 5.29% 7.74%

4/30/86)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Merrill Lynch High Yield Master 10.76% 7.32% 8.46%
Index

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oppenheimer High Income Fund/VA

Service Shares (inception 8.73% 9.11%1 N/A

9/18/01)
---------------------------------------------------------------------------------

1. Since Class inception (9/18/01)

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.

Fees and Expenses of the Fund

Management Fees 0.72% 0.72%

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

Distribution and Service None 0.25%
(12b-1) Fees

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

Other Expenses 0.03% 0.04%

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

Total Annual Operating Expenses 0.75% 1.01%

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

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

Non-Service Shares $77 $241 $418 $934

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

Service Shares $104 $323 $561 $1,242

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

About the Fund's Investments

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

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 Fund's investments
may be investment grade or below investment grade in credit quality, it
expects 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.

|X| High-Yield, Lower-Grade Fixed-Income Securities. There are no
restrictions on the amount of the Fund's 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 Moody's 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 value and to
sell at an acceptable price. There is a relatively greater possibility that
the issuer's 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 Fund's 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 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.

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 Fund's shares to fluctuate more.

|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 Fund's 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 value and 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.

"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.

Can the Fund's Investment Objective and Policies Change? The Fund's 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 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 risks, although some are
designed to help reduce overall investment or market risks.

|_| 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").

Zero-coupon and stripped securities are subject to greater fluctuations
in price from interest rate changes than conventional interest-bearing
securities of similar or the same maturities. 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.

|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. Restricted securities may
have terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. 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 the broadest sense,
exchange-traded options, futures contracts, structured notes, CMOs and other
hedging instruments the Fund can use may be considered "derivative
investments." In addition to using hedging instruments, the Fund can use
other derivative investments because they offer the potential for increased
income.

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 Fund's foreign investments.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also makes disclosures of its portfolio securities holdings in its
Statements of Investments on Form N-Q, which are filed with the SEC no later
than 60 days after the close of the first and third fiscal quarters. These
additional quarterly filings are publicly available at the SEC. Therefore,
portfolio holdings of the Fund are made publicly available no later than 60
days after the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

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 Fund's 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| 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
fiscal year ended December 31, 2004, was 0.72% of the Fund's average annual
net assets for each class of shares.

|X| Portfolio Manager. The Fund's portfolio is managed by Dimitrios
Kourkoulakos. Mr. Kourkoulakos has been the person primarily responsible for
the day-to-day management of the Fund's portfolio since June 2002. Mr.
Kourkoulakos is a Vice President of the Manager since December 2001 and an
officer of other portfolios in the OppenheimerFunds complex. He was formerly
a High Yield Analyst from 1998 to 2001 and a Securities Analyst from 1995 to
1998 of the Manager.

The Statement of Additional Information provides additional information
about the Portfolio Manager's compensation, other accounts he manages and his
ownership of Fund shares.

Pending Litigation. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor and
Transfer Agent, as well as 51 of the Oppenheimer funds (collectively the
"funds") not including the Fund, 31 present and former Directors or Trustees
and 9 present and former officers of certain of the funds. This complaint,
initially filed in the U.S. District Court for the Southern District of New
York on January 10, 2005 and amended on March 4, 2005, consolidates into a
single action and amends six individual previously-filed putative derivative
and class action complaints. Like those prior complaints, the complaint
alleges that the Manager charged excessive fees for distribution and other
costs, improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of the funds, and
failed to properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act of
1940. Also, like those prior complaints, the complaint further alleges that
by permitting and/or participating in those actions, the Directors/Trustees
and the Officers breached their fiduciary duties to Fund shareholders under
the Investment Company Act and at common law. The complaint seeks unspecified
compensatory and punitive damages, rescission of the funds' investment
advisory agreements, an accounting of all fees paid, and an award of
attorneys' fees and litigation expenses.

INVESTING IN THE FUND

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Limits on Disruptive Activity. Therefore, the Manager and the Fund's Board of
Trustees have adopted the following policies and procedures to detect and
prevent frequent and/or excessive purchase and redemption activity, while
balancing the needs of investors. There is no guarantee that the policies and
procedures described below will be sufficient to identify and deter excessive
short-term trading.
The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would be
disruptive.
o The Transfer Agent will attempt to monitor overall purchase and
redemption activity in the accounts of participating insurance
companies to seek to identify patterns that may suggest excessive
trading by the underlying owners. If evidence of possible excessive
trading activity is observed by the Transfer Agent, the
participating insurance companies or other registered owners will be
asked to review account activity in their respective accounts, and
to confirm to the Transfer Agent and the Fund that appropriate
action has been taken to curtail any excessive trading activity.
However, the Transfer Agent's ability to monitor and deter excessive
short-term trading in omnibus or street name accounts ultimately
depends on the capability and cooperation of the participating
insurance companies controlling their respective accounts.

Monitoring the Policies. The Transfer Agent might not be able to detect
excessive short term trading activity facilitated by, or in accounts
maintained in, the "omnibus" or "street name" accounts of a participating
insurance company. The Fund has asked its participating insurance companies
for their cooperation in trying to prevent excessive short term trading
activity in their separate accounts by investors and their financial
advisors. While the Fund recognizes that some contract owners may engage in
periodic asset allocation and re-balancing of fund investments in their
accounts, making an "exchange" out of the Fund within 30 days of buying
shares (by the sale of the recently purchased Fund's shares and the purchase
of shares of another fund), or making more than four "round trip exchanges"
between funds in a year, may be considered excessive short-term trading
activity. Separate accounts under common ownership or control are combined
for calculating these limits.

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
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 shares of the Fund should be given to your insurance
company or its servicing agent, not directly to the Fund or its Transfer
Agent.
------------------------------------------------------------------------------

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. 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.

Financial Highlights

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
----------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 8.61 $ 7.51 $ 8.54 $ 9.27 $ 10.72
----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .58 1 .60 .58 .84 1.00
Net realized and unrealized gain (loss) .15 1.09 (.76) (.62) (1.36)
--------------------------------------------------------------------------------
Total from investment operations .73 1.69 (.18) .22 (.36)
----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.54) (.59) (.85) (.95) (1.09)
----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 8.80 $ 8.61 $ 7.51 $ 8.54 $ 9.27
================================================================================

----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 8.97% 23.96% (2.40)% 1.97% (3.74)%
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 479,405 $ 480,112 $ 345,670 $ 344,788 $ 333,533
----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 460,877 $ 396,858 $ 335,894 $ 347,723 $ 329,260
----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 6.91% 8.31% 8.29% 9.94% 10.47%
Total expenses 0.75% 4 0.76% 4 0.77% 4 0.79% 4 0.79% 4
----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 51% 48% 75% 46% 31%

1. Per share amounts calculated based on the average shares outstanding during
the period.

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

4. Reduction to custodian expenses less than 0.01%.

FINANCIAL HIGHLIGHTS Continued
--------------------------------------------------------------------------------

SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 1
----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 8.58 $ 7.49 $ 8.54 $ 8.40
----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .56 2 .61 .88 .20
Net realized and unrealized gain (loss) .15 1.06 (1.08) (.06)
--------------------------------------------------------------------
Total from investment operations .71 1.67 (.20) .14
----------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.53) (.58) (.85) --
----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 8.76 $ 8.58 $ 7.49 $ 8.54
====================================================================

----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 8.73% 23.79% (2.67)% 1.67%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 134,013 $ 76,354 $ 17,705 $ 3
----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 101,464 $ 41,246 $ 5,602 $ 2
----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 6.63% 7.84% 8.91% 12.51%
Total expenses 1.01% 5 1.04% 5 1.02% 5,6 0.96% 5
----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 51% 48% 75% 46%

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

2. Per share amounts calculated based on the average shares outstanding during
the period.

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

5. Reduction to custodian expenses less than 0.01%.

6. Voluntary waiver of transfer agent fees less than 0.01%.

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 Fund's 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 Fund's
investments and performance is available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Fund's
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 and the notice explaining the Fund's privacy policy:

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

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's 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 SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's 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 Fund's SEC File No. 811-4108
PR0640.001.0405 [logo] OppenheimerFunds Distributor, Inc.
Printed on recycled paper

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)":

-----------------------------------------------------
Calendar Year Ended Annual Total Returns
------------------- --------------------
-----------------------------------------------------
-----------------------------------------------------
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%
-----------------------------------------------------
-----------------------------------------------------
12/31/02 -2.40%
-----------------------------------------------------
-----------------------------------------------------
12/31/03 23.96%
-----------------------------------------------------
-----------------------------------------------------

12/31/04 8.97%

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

Oppenheimer Main Street Fund(R)/VA
A series of Oppenheimer Variable
Account Funds
Oppenheimer Main Street Fund(R)/VA is a
Prospectus dated April 29, 2005 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 an 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 Fund's
objective, its investment policies,
As with all mutual funds, the strategies and risks. Please read this
Securities and Exchange Commission has Prospectus (and your insurance product
not approved or disapproved the Fund's prospectus) carefully before you
securities nor has it determined that invest and keep it for future
this Prospectus is accurate or reference about your account.
complete. It is a criminal offense to
represent otherwise.

(OppenheimerFunds logo)

Contents

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

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

What Is the Fund's 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.

How Do the Portfolio Managers Decide What Securities to Buy or Sell? In
selecting securities for purchase or sale by the Fund, the Fund's 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: The Fund uses both "top down" and
"bottom up" models. The "top down" models are primarily used to
help the portfolio managers determine their market capitalization
exposure (large, mid, small) and rely on indicators such as relative
valuations, relative price trends and interest rate relationships.
The "bottom up" models help the portfolio managers identify the most
attractive stocks within each market capitalization category. These
stock selection models are based upon many factors that measure the
attractiveness of individual securities relative to each other. The
portfolio managers typically follow and analyze more than 3,000
stocks on a daily basis and select those that they deem attractive.
o Fundamental research: The portfolio managers use both 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 Fund's 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
Fund's 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 Fund's investment
Manager, OppenheimerFunds, Inc. may 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. To the extent that the Fund increases its emphasis on stocks in a
particular industry, its share values may fluctuate more in response to
events affecting that industry, such as changes in economic conditions,
government regulations, availability of basic resources or supplies, or other
events that affect that industry more than others (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. Market risk will affect
the Fund's net asset values per share, which will fluctuate as the values of
the Fund's portfolio securities change.

|X| Risks of Investing in Stocks. Stocks fluctuate in price, and their
short-term volatility at times may be great. Because the Fund currently
invests a substantial portion of its assets in common stocks, the value of
the Fund's portfolio will be affected by changes in the stock markets.

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.

Other factors can affect a particular stock's 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. The Fund currently invests primarily in securities of large
companies, but can also buy securities of small and medium-size companies,
which may have more volatile prices than stocks of large companies.

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.

The stock markets can be volatile, and the price of the Fund's shares
can go up and down. While fixed-income securities have their own risks, and
are not currently emphasized by the Fund, they have the potential to help
cushion the Fund's total return from changes in stock prices. In the
OppenheimerFunds spectrum, the Fund is generally more conservative than
aggressive growth stock funds, but may be more volatile than investment grade
bond funds.

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 Fund's Past Performance

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

Annual Total Returns (as of December 31 each year)

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

Charges imposed by the separate accounts that invest in the Fund are not
included in the calculations of return in this bar chart. 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 ----------------- 5 Years 10 Years
ended December 31, 2004 1 Year (or life of class (or life of
if less) class if less)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Oppenheimer Main Street 9.46% -1.59% 10.53%1
Fund(R)/VA Non-Service
Shares

(inception 7/5/95)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

S&P 500 Index 10.87% -2.30% 10.58%2

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Oppenheimer Main Street

Fund(R)/VA Service Shares 9.15% -2.66%3 N/A
(inception 7/13/00)

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

Since inception (7/5/95).
2. Since 6/30/95.
3. Since inception (7/13/00).

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.

Fees and Expenses of the Fund

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

Management Fees 0.66% 0.66%

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

Distribution and Service None 0.25%
(12b-1) Fees

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

Other Expenses 0.01% 0.01%

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

Total Annual Operating Expenses 0.67% 0.92%

--------------------------------------------------------------------------------
Expenses may vary in future years. "Other Expenses" in the table include
transfer agent fees, custodial fees, and accounting and legal expenses the
Fund pays. The Fund's transfer agent has voluntarily agreed to limit transfer
and shareholder servicing agent fees to 0.35% per fiscal year, for both
classes. That undertaking may be amended or withdrawn at any time. For the
Fund's fiscal year ended December 31, 2004, the transfer agent fees did not
exceed the expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

Non-Service Shares $69 $215 $374 $837

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

Service Shares $194 $295 $512 $1,136

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

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among different types of investments will vary over time
based upon the Manager's 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 Fund's investment policies and risks.

In addition to in-depth quantitative research, the Manager tries to
reduce risk by carefully controlling the portfolio weight of any one security
in the Fund. The Fund attempts to reduce its exposure to individual security
risk by diversifying its investments across a broad number of stocks, that
is, by not holding a substantial amount of stock of any one company and by
not investing too great a percentage of the Fund's assets in any one
company. Also, the Fund does not concentrate 25% or more of its total assets
in investments in any one industry. 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. Additionally, the income the
securities pay can change at any time.

The Fund's equity investments may be exchange-traded or
over-the-counter securities. Over-the-counter securities may have less
liquidity than exchange-traded securities.

|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| Loans of Portfolio Securities. The Fund has entered into a Securities
Lending Agreement with JP Morgan Chase. Under that agreement portfolio
securities of the Fund may be loaned to brokers, dealers and other financial
institutions. The Securities Lending Agreement provides that loans must be
adequately collateralized and may be made only in conformity with the Fund's
Securities Lending Guidelines, adopted by the Fund's Board of Trustees. The
value of the securities loaned may not exceed 25% of the value of the Fund's
net assets.

Portfolio Turnover. The Fund may engage in active trading to try to achieve
its objective. It might have a turnover rate in excess of 100% annually. The
Financial Highlights table at the end of this Prospectus shows the Fund's
portfolio turnover rates during prior fiscal years. Increased portfolio
turnover creates higher brokerage and transaction costs for the Fund (and may
reduce performance). For a contract owner, any increase in realized gains
will generally not be taxable directly but may affect the owner's tax basis
in the account.

Can the Fund's Investment Objective and Policies Change? The Fund's 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 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 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
Manager's 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 Moody's Investors Service, Inc. or Standard &
Poor's Rating Service or they may be unrated securities assigned a rating by
the Manager. The Fund's 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, 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. The magnitude of these
fluctuations will typically be greater for longer-term debt securities than
shorter-term debt securities. The Fund's share prices can go up or down when
interest rates change because of the effect of the changes on the value of
the Fund's 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 Fund's income might be reduced and if the issuer fails to
repay principal, the value of that security and of the Fund's shares might be
reduced. A downgrade in an issuer's credit rating or other adverse news
about an issuer can reduce the value of that issuer's securities. While the
Fund's investments in U.S. government securities are subject to little credit
risk, the Fund's 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| 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. Restricted
securities have terms that limit their resale to other investors or may
require registration under applicable securities laws before they may 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 but is not required to sell then due to declines in the Fund's
share price. 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, 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 Fund's 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.

|X| Temporary Defensive and Interim Investments. In times of adverse or
unstable market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary investments that are inconsistent with the
Fund's 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.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in
semi-annual and annual reports that are distributed to shareholders of the
Fund within 60 days after the close of the period for which such report is
being made. The Fund also makes disclosures of its portfolio securities
holdings in its Statements of Investments on Form N-Q, which are filed with
the SEC no later than 60 days after the close of the first and third fiscal
quarters. These additional quarterly filings are publicly available at the
SEC. Therefore, portfolio holdings of the Fund are made publicly available no
later than 60 days after the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

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 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| 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: the Fund pays 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, 2004, was 0.66% of the Fund's average
annual net assets for each class of shares.

|X| Portfolio Managers. The Fund's portfolio is managed by Nikolaos D.
Monoyios and Marc Reinganum who are primarily responsible for the day-to-day
management of the Fund's investments. Mr. Monoyios has been a manager of the
Fund's portfolio since May 1999. Mr. Monoyios is a Certified Financial
Analyst and has been a Senior Vice President of the Manager since October
2003. He was a Vice President of the Manager from April 1998 through
September 2003 and is an officer of other portfolios in the OppenheimerFunds
complex.

Mr. Reinganum has been a manager of the Fund's portfolio since October 2003
and has been a Vice President of the Manager since September 2002. He is also
Director of Quantitative Research and Portfolio Strategist for Equities. Mr.
Reinganum was the Mary Jo Vaughn Rauscher Chair in Financial Investments at
Southern Methodist University from 1995 until September 2002. At Southern
Methodist University, he also served as the Director of the Finance
Institute, Chairman of the Finance Department, President of the Faculty at
the Cox School of Business and member of the Board of Trustee Investment
Committee. Mr. Reinganum is an officer of other portfolios in the
OppenheimerFunds complex.

The Statement of Additional Information provides additional information about
the Portfolio Managers' compensation, other accounts they manage and their
ownership of Fund 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.

PENDING LITIGATION. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor
and Transfer Agent, as well as 51 of the Oppenheimer funds (collectively
the "funds") not including the Fund, 31 present and former Directors or
Trustees and 9 present and former officers of certain of the funds. This
complaint, initially filed in the U.S. District Court for the Southern
District of New York on January 10, 2005 and amended on March 4, 2005,
consolidates into a single action and amends six individual
previously-filed putative derivative and class action complaints. Like
those prior complaints, the complaint alleges that the Manager charged
excessive fees for distribution and other costs, improperly used assets
of the funds in the form of directed brokerage commissions and 12b-1
fees to pay brokers to promote sales of the funds, and failed to
properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act
of 1940. Also, like those prior complaints, the complaint further
alleges that by permitting and/or participating in those actions, the
Directors/Trustees and the Officers breached their fiduciary duties to
Fund shareholders under the Investment Company Act and at common law.
The complaint seeks unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting
of all fees paid, and an award of attorneys' fees and litigation
expenses.

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 Fund's best interests to do so.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Fund shares may interfere with the Manager's ability to manage
the Fund's investments efficiently, increase the Fund's transaction and
administrative costs and/or affect the Fund's performance, depending on
various factors, such as the size of the Fund, the nature of its investments,
the amount of Fund assets the portfolio manager maintains in cash or cash
equivalents, the aggregate dollar amount and the number and frequency of
trades. If large dollar amounts are involved in redemption transactions, the
Fund might be required to sell portfolio securities at unfavorable times to
meet redemption requests, and the Fund's brokerage or administrative expenses
might be increased.

o The Transfer Agent will attempt to monitor overall purchase and
redemption activity in the accounts of participating insurance
companies to seek to identify patterns that may suggest excessive
trading by the underlying owners. If evidence of possible excessive
trading activity is observed by the Transfer Agent, the participating
insurance companies or other registered owners will be asked to review
account activity in their respective accounts, and to confirm to the
Transfer Agent and the Fund that appropriate action has been taken to
curtail any excessive trading activity. However, the Transfer Agent's
ability to monitor and deter excessive short-term trading in "omnibus"
or "street name" accounts ultimately depends on the capability and
cooperation of the participating insurance companies controlling their
respective accounts.

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the Fund's
participating insurance companies will be successful in curbing abusive
short-term exchanges.

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

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 shares of the Fund should be given to your insurance
company or its servicing agent, not directly to the Fund or its Transfer
Agent.
------------------------------------------------------------------------------

Net Asset Value. The net asset value per share is determined as of the close
of the 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., Eastern time, but may close earlier on some days. All
references to time in this Prospectus mean "Eastern time."

The net asset value per share for a class of shares on a "regular
business day" is determined by dividing the value of the Fund's net assets
attributable to that class by the number of shares of that class outstanding
on that day. To determine net asset values, the Fund assets are valued
primarily on the basis of current market quotations. If market quotations
are not readily available or do not accurately reflect fair value for a
security (in the Manager's judgment) or if a security's value has been
materially affected by events occurring after the close of the exchange or
market on which the security is principally traded, that security may be
valued by another method that the Board of Directors/Trustees believes
accurately reflects the fair value. Because some foreign securities trade in
markets and on exchanges that operate on weekends and U.S. holidays, the
values of some of the Fund's foreign investments may change on days when
investors cannot buy or redeem Fund shares.

The Board has adopted valuation procedures for the Fund and has delegated the
day-to-day responsibility for fair value determinations to the Manager's
Valuation Committee. Fair value determinations by the Manager are subject to
review, approval and ratification by the Board at its next scheduled meeting
after the fair valuations are determined. In determining whether current
market prices are readily available and reliable, the Manager monitors the
information it receives in the ordinary course of its investment management
responsibilities for significant events that it believes in good faith will
affect the market prices of the securities of issuers held by the Fund.
Those may include events affecting specific issuers (for example, a halt in
trading of the securities of an issuer on an exchange during the trading day)
or events affecting securities markets (for example, a foreign securities
market closes early because of a natural disaster). The Fund uses fair value
pricing procedures to reflect what the Manager and the Board believe to be
more accurate values for its portfolio securities, although it may not always
be able to do so.

If, after the close of the principal market on which a security held by
the Fund is traded, and before the time as of which the Fund's net asset
values are calculated that day, a significant event occurs that the Manager
learns of and believes in the exercise of its judgment will cause a material
change in the value of that security from the closing price of the security
on the principal market on which it is traded, the Manager will use its best
judgment to determine a fair value for that security.

The Manager believes that foreign securities values may be affected by
volatility that occurs in U.S. markets on a trading day after the close of
foreign securities markets. The Manager's fair valuation procedures
therefore include a procedure whereby foreign securities prices may be "fair
valued" to take those factors into account.

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 Fund's 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.

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 personal services and account maintenance for
the Fund's 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. Because these fees are paid out of the Fund's assets on an
on-going basis, over time these fees will increase the cost of your
investment and may cost you more than other types of fees or sales charges.
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 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 Denver,
Colorado. The participating insurance company must receive that order before
the close of the Exchange (usually 4:00 p.m. Eastern time). 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). Shares may be redeemed in kind under certain
limited circumstances (such as redemptions of substantial amounts of shares
by shareholders that have consented to such in kind redemptions). This means
that the redemption proceeds will be paid to the participating insurance
companies that hold Fund shares with liquid securities from the Fund's
portfolio. If the Fund redeems shares in kind, the accounts may bear
transaction costs and market risks until such time as the securities are
converted into cash. Under unusual circumstances determined by the
Securities and Exchange Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Financial Highlights

FINIANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 19.20 $ 15.32 $ 18.99 $ 21.26 $ 24.63
------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .27 1 .18 .16 .13 .10
Net realized and unrealized gain (loss) 1.53 3.86 (3.70) (2.29) (2.14)
----------------------------------------------------------------------------
Total from investment operations 1.80 4.04 (3.54) (2.16) (2.04)
------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.16) (.16) (.13) (.11) (.09)
Distributions from net realized gain -- -- -- -- (1.24)
----------------------------------------------------------------------------
Total dividends and/or distributions to
shareholders (.16) (.16) (.13) (.11) (1.33)
------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 20.84 $ 19.20 $ 15.32 $ 18.99 $ 21.26
============================================================================

------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 9.46% 26.72% (18.80)% (10.16)% (8.78)%
------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 1,238,948 $ 1,214,960 $ 890,740 $ 1,074,945 $ 1,009,823
------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 1,216,081 $ 1,003,396 $ 999,275 $ 1,028,913 $ 809,662
------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 1.39% 1.10% 0.94% 0.73% 0.69%
Total expenses 0.67% 4 0.70% 4 0.69% 4 0.73% 4 0.73%
------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 82% 85% 98% 69% 63%

1. Per share amounts calculated based on the average shares outstanding during
the period.

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

4. Reduction to custodian expenses less than 0.01%.

FINIANCIAL HIGHLIGHTS continued
--------------------------------------------------------------------------------

SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2001 1
------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 19.10 $ 15.26 $ 18.95 $ 21.24 $ 24.04
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .25 2 .14 .13 .14 .02
Net realized and unrealized gain (loss) 1.49 3.85 (3.70) (2.32) (2.82)
----------------------------------------------------------------
Total investment operations 1.74 3.99 (3.57) (2.18) (2.80)
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.14) (.15) (.12) (.11) --
Distributions from net realized gain -- -- -- -- --
----------------------------------------------------------------
Total dividends and/or distributions to
shareholders (.14) (.15) (.12) (.11) --
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 20.70 $ 19.10 $ 15.26 $ 18.95 $ 21.24
================================================================

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 9.15% 26.44% (18.99)% (10.27)% (11.61)%
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 372,845 $ 166,717 $ 51,929 $ 21,545 $ 1,698
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 262,660 $ 98,210 $ 34,604 $ 10,306 $ 543
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 1.30% 0.83% 0.87% 0.66% 0.50%
Total expenses 0.92% 5 0.96% 5 0.84% 5 0.88% 5 0.88%
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 82% 85% 98% 69% 63%

1. For the period from July 13, 2000 (inception of offering) to December 31,
2000.

2. Per share amounts calculated based on the average shares outstanding during
the period.

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

5. Reduction to custodian expenses less than 0.01%.

INFORMATION AND SERVICES

For More Information on Oppenheimer Main Street Fund(R)/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 and the notice explaining the Fund's privacy policy:

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

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

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 SEC's 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 SEC's Internet website at www.sec.gov. Copies may be obtained after
payment of a duplicating fee by electronic request at the SEC's e-mail
address: publicinfo@sec.gov or by writing to the SEC's Public Reference
Section, Washington, D.C. 20549-0102.

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

Graphic material included in the Prospectus of Oppenheimer Main
Street Fund(R)/VA (the "Fund") under the heading "Annual Total Return (as
of December 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 non-service
shares of the Fund for each of the nine 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%
12/31/02 -18.80%
12/31/03 26.72%
12/31/04 9.46%

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

Prospectus dated April 29, 2005

Oppenheimer Main Street Small Cap
Fund(R)/VA is a mutual fund that seeks
capital appreciation. The Fund invests
mainly in common stocks of "small-cap"
companies.

Shares of the Fund are sold only
as an 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 Fund's
objective, its investment policies,
strategies and risks. Please read this
Prospectus (and your insurance product
As with all mutual funds, the prospectus) carefully before you
Securities invest and keep them for future
and Exchange Commission has not reference about your account.
approved or disapproved the Fund's
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 Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

What is the Fund's 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 Fund's
investment Manager, OppenheimerFunds, Inc., 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.
These may include common stocks and other equity securities of "growth"
and/or "value" companies. 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 $3 billion to be a "small-cap" issuer. The Fund measures an issuer's
market capitalization at the time the Fund buys the security, and it is not
required to sell the security if the issuer's capitalization grows above $3
billion. Over time, the Fund may change the range of assets it uses to define
"small-cap" issuers, as market conditions change. The Fund's investment
program is more fully explained in "About the Fund's Investments," below.

---------------------------------------------------------------------
What is "Market Capitalization"?
---------------------------------------------------------------------
---------------------------------------------------------------------

In general, a company's market capitalization is the total
market value of the company's 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 Fund's 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 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 Fund's 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, primarily up to $3
billion.

o Companies with attractive financial characteristics under the
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 the following
factors, among others, they will consider selling the stock:
o deterioration in a company's expected earnings or cash flow;
o change in valuation as determined by multiple variables including:
earnings, cash flow and book value; or
o analysis of a company's balance sheet suggests less attractive earnings
potential.

In addition, if the reason that the portfolio managers originally
purchased the stock of a particular company materially changes, they may
decide to sell the stock.

Who is the Fund Designed For? The Fund's 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 investments in
small-cap stocks. Those investors should be willing to assume the greater
risks of short-term share price fluctuations that are typical for a 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. 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
may cause the Fund to underperform other funds having a similar objective.
The Fund may also be subject to the risk that economic or other events can
have a negative effect on particular industries that might have a relatively
greater weighting in the Fund's portfolio (this is referred to as "industry
risk") There is also the risk of negative change in value of a particular
stock because of an event affecting a particular 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 Fund's 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. Market risk will affect the Fund's net asset value per share,
which will fluctuate as the values of the Fund's portfolio securities change.
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. Because the Fund invests primarily
in common stocks of small-cap companies, the value of the Fund's 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. 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 Fund's 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 Fund's
investments to appreciate rapidly. Other factors can affect a particular
stock's 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.

|X| 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 or style 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 Fund's 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.

|X| 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
more established companies, they involve substantially greater risks of loss
and price fluctuations than 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.

To the extent that a fund invests significantly in small-cap equity
securities, because those types of securities may be traded infrequently,
investors may seek to trade fund shares based on their knowledge or
understanding of the value of those types of securities (this is sometimes
referred to as "price arbitrage"). Such price arbitrage, if otherwise
successful, might interfere with the efficient management of a fund's
portfolio to a greater degree than would be the case for funds that invest in
more liquid securities, because the fund may have difficulty selling those
securities at advantageous times or prices to satisfy the liquidity
requirements created by large and/or frequent trading activity. Successful
price arbitrage activities might also dilute the value of fund shares held by
other shareholders.

|X| 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 market for small-cap stocks can be volatile, and the
price of the Fund's shares can go up and down substantially. The Fund
generally does not use income-producing investments to help cushion the
Fund's total return from changes in stock prices. 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. 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 Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the performance of the Fund's non-service
shares from year to year for the last six calendar years and by showing how
the average annual total returns of the Fund's shares for 1 and 5 years, or
the life of a class, compare to those of a small-capitalization sector index.
The Fund's past investment performance is not necessarily an indication of
how the Fund will perform in the future.

Annual Total Returns (as of December 31 each year)

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

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 49.05% (4th Q'99) and the lowest return (not
annualized) for a calendar quarter was -18.40% (1st Q'01)

-----------------------------------------------------------------------------------
Average Annual Total
Returns for the periods 1 Year 5 Years 10 Years
ended December 31, 2004 (or life of class (or life of class
if less) if less)
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Oppenheimer Main Street 19.42% 3.40% 7.93%1
Small Cap Fund(R)/VA
Non-Service Shares

(inception 5/1/98)
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Russell 2000(R)Index 18.33% 6.61%2 5.95%3

Service Shares 19.18% 12.55%4 N/A
(inception 7/16/01)

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

1. Since inception (5/1/98).
2. Since 7/31/01.
3. Since 4/30/98.
4. Since inception (7/16/01).

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.

Fees and Expenses of the Fund

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
--------------------------------------------------------------------------------
Non-Service Shares Service Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Management Fees 0.75% 0.75%

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

Distribution and Service None 0.25%
(12b-1) Fees

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

Other Expenses 0.08% 0.06%

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

Total Annual Operating Expenses 0.83% 1.06%

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

Non-Service Shares $85 $266 $462 $1,030

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

Service Shares $209 $339 $588 $1,301

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

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. 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 economic and market trends.
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 Fund's investment policies and risks.

Small-Cap Stocks. The Fund invests mainly in a diversified portfolio of
common stocks of small-cap 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 provide 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. Small-cap value companies meet valuation
parameters (such as the P/E ratio) that may indicate that they are less
expensive than other small-cap companies.

The Manager currently defines small-capitalization issuers as those
issuers having a market capitalization of up to $3 billion. However, this
definition of a "small-cap" issuer is subject to change.

The Fund's equity investments may be exchange-traded or
over-the-counter securities. Over-the-counter securities may have less
liquidity than exchange-traded securities.

|X| Investing in Small, Unseasoned Companies. The Fund can invest in
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.

|X| Portfolio Turnover. The Fund may engage in active trading to try to
achieve its objective. It might have a turnover rate in excess of 100%
annually. The Financial Highlights table at the end of this Prospectus shows
the Fund's portfolio turnover rates during prior fiscal years. Increased
portfolio turnover creates higher brokerage and transaction costs for the
Fund (and may reduce performance). For a contract owner, any increase in
realized gains will generally not be taxable directly but may affect the
owner's tax basis in the account.

Can The Fund's Investment Objective And Policies Change? The Fund's 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 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 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.

|X| 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 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.

Other Investments. The Fund's investments are not limited only to small-cap
issuers. Under normal market conditions, up to 20% of the assets of
the Fund can be invested in securities of mid and large capitalization
companies, if the Manager believes they offer opportunities for growth.

Special Risks of Initial Public Offerings (IPOs). The Fund has no limit on
the amount of its assets that can be invested in IPOs. By definition,
securities issued in IPOs have not traded publicly until the time of
their offerings. Special risks associated with IPOs may include, among
others, the fact that there may be only a limited number of shares
available for trading. The market for those securities may be
unseasoned. The issuer may have a limited operating history. These
factors may contribute to price volatility. The limited number of
shares available for trading in some IPOs may also make it more
difficult for the Fund to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices. In addition, some
companies initially offering their shares publicly are involved in
relatively new industries or lines of business, which may not be widely
understood by investors. Some of the companies involved in new
industries may be regarded as developmental stage companies, without
revenues or operating income, or the near-term prospects of them. Many
IPOs are by small-or micro-cap companies that are undercapitalized.

|X| 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.

Additionally, if a fund invests a significant amount of its assets in
foreign securities, it might expose the fund to "time-zone arbitrage"
attempts by investors seeking to take advantage of the differences in value
of foreign securities that might result from events that occur after the
close of the foreign securities market on which a foreign security is traded
and the close of The New York Stock Exchange that day, when the Fund's net
asset value is calculated. If such time-zone arbitrage were successful, it
might dilute the interests of other shareholders. However, the Fund's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board believe to be their fair value may help deter those activities.

|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. Restricted
securities may have terms that limit their resale to other investors or may
require registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 10% of its net assets in
illiquid or restricted securities. The Board can increase that limit to 15%.
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. 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 Fund's share prices could fall. Certain derivative investments held by
the Fund might be illiquid.

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 Fund's 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. In times of adverse
or unstable market, economic or political conditions, the Fund can invest up
to 100% of its assets in temporary investments that are inconsistent with the
Fund's 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. The Fund can 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
might not achieve its investment objectives.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in
semi-annual and annual reports that are distributed to shareholders of the
Fund within 60 days after the close of the period for which such report is
being made. The Fund also makes disclosures of its portfolio securities
holdings in its Statements of Investments on Form N-Q, which are filed with
the SEC no later than 60 days after the close of the first and third fiscal
quarters. These additional quarterly filings are publicly available at the
SEC. Therefore, portfolio holdings of the Fund are made publicly available no
later than 60 days after the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

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 Fund's 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 controlled affiliates managed more than $170 billion in
assets as of March 31, 2005, including other Oppenheimer funds with more than
7 million shareholder accounts. The Manager is located at Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

|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: the Fund pays 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, 2004, was 0.75% of the Fund's average
annual net assets for each class of shares.

|X| Portfolio Managers. The Fund's portfolio is managed by Nikolaos D.
Monoyios and Mark Zavanelli who are primarily responsible for the day-to-day
management of the Fund's investments. Mr. Monoyios is a Certified Financial
Analyst. Mr. Monoyios has been a manager of the Fund's portfolio since
October 2003 and has been a Senior Vice President of the Manager since
October 2003. He was a Vice President of the Manager from April 1998 through
September 2003 and is an officer of other portfolios in the OppenheimerFunds
complex.

Mr. Zavanelli is a Chartered Financial Analyst and has been a Vice President
of the Manager since November 2000. He is also an officer of other portfolios
in the OppenheimerFunds complex. Prior to joining the Manager in May 1998,
Mr. Zavanelli was President of Waterside Capital Management, a registered
investment adviser, from August 1995 through April 1998.

The Statement of Additional Information provides additional information about
the Portfolio Managers' compensation, other accounts they manage and their
ownership of Fund 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 Fund's 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 Fund's 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 Fund's best interests to do so.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Risks from Excessive Purchase and Redemption Activity. Frequent purchases and
redemptions of Fund shares may interfere with the Manager's ability to manage
the Fund's investments efficiently, increase the Fund's transaction and
administrative costs and/or affect the Fund's performance, depending on
various factors, such as the size of the Fund, the nature of its investments,
the amount of Fund assets the portfolio manager maintains in cash or cash
equivalents, the aggregate dollar amount and the number and frequency of
trades. If large dollar amounts are involved in redemption transactions, the
Fund might be required to sell portfolio securities at unfavorable times to
meet redemption requests, and the Fund's brokerage or administrative expenses
might be increased.

o The Transfer Agent will attempt to monitor overall purchase and
redemption activity in the accounts of participating insurance
companies to seek to identify patterns that may suggest excessive
trading by the underlying owners. If evidence of possible excessive
trading activity is observed by the Transfer Agent, the participating
insurance companies or other registered owners will be asked to review
account activity in their respective accounts, and to confirm to the
Transfer Agent and the Fund that appropriate action has been taken to
curtail any excessive trading activity. However, the Transfer Agent's
ability to monitor and deter excessive short-term trading in omnibus or
street name accounts ultimately depends on the capability and
cooperation of the participating insurance companies controlling their
respective accounts.

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
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 shares of the Fund should be given to your insurance
company or its servicing agent, not directly to the Fund or its Transfer
Agent.
------------------------------------------------------------------------------

Net Asset Value. The net asset value per share is determined as of the close
of The New York Stock Exchange (the "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., Eastern time, but may
close earlier on some days. All references to time in this Prospectus mean
"Eastern time."

The net asset value per share for a class of shares on a "regular
business day" is determined by dividing the value of the Fund's net assets
attributable to that class by the number of shares of that class outstanding
on that day. To determine net asset values, the Fund assets are valued
primarily on the basis of current market quotations. If market quotations
are not readily available or do not accurately reflect fair value for a
security (in the Manager's judgment) or if a security's value has been
materially affected by events occurring after the close of the exchange or
market on which the security is principally traded, that security may be
valued by another method that the Board of Trustees believes accurately
reflects the fair value. Because some foreign securities trade in markets and
on exchanges that operate on weekends and U.S. holidays, the values of some
of the Fund's foreign investments may change on days when investors cannot
buy or redeem Fund shares.

The Board has adopted valuation procedures for the Fund and has delegated the
day-to-day responsibility for fair value determinations to the Manager's
Valuation Committee. Fair value determinations by the Manager are subject to
review, approval and ratification by the Board at its next scheduled meeting
after the fair valuations are determined. In determining whether current
market prices are readily available and reliable, the Manager monitors the
information it receives in the ordinary course of its investment management
responsibilities for significant events that it believes in good faith will
affect the market prices of the securities of issuers held by the Fund.
Those may include events affecting specific issuers (for example, a halt in
trading of the securities of an issuer on an exchange during the trading day)
or events affecting securities markets (for example, a foreign securities
market closes early because of a natural disaster). The Fund uses fair value
pricing procedures to reflect what the Manager and the Board believe to be
more accurate values for its portfolio securities, although it may not always
be able to do so.

The Manager believes that foreign securities values may be affected by
volatility that occurs in U.S. markets on a trading day after the close of
foreign securities markets. The Manager's fair valuation procedures
therefore include a procedure whereby foreign securities prices may be "fair
valued" to take those factors into account.

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 Fund's 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 Colorado.

|X| Classes of Shares. The Fund has four classes of shares authorized.
The Fund only 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 have different expenses and
share prices.

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. 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.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance for the past five fiscal years for its non-service
shares and since inception for its service shares. 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 registered public accounting firm, whose report, along
with the Fund's financial statements, is included in the Statement of
Additional Information, which is available on request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
----------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 13.44 $ 9.31 $ 11.05 $ 11.09 $ 14.07
----------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .01 1 (.03) (.01) -- 2 (.03)
Net realized and unrealized gain (loss) 2.60 4.16 (1.73) (.04) (2.35)
------------------------------------------------------
Total from investment operations 2.61 4.13 (1.74) (.04) (2.38)
----------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain -- -- -- -- (.60)
----------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.05 $ 13.44 $ 9.31 $ 11.05 $ 11.09
======================================================

----------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 19.42% 44.36% (15.75)% (0.36)% (18.34)%
----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 38,636 $ 27,551 $ 19,577 $ 18,514 $ 14,599
----------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 30,871 $ 20,271 $ 20,505 $ 15,307 $ 12,576
----------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income (loss) 0.06% (0.30)% (0.09)% (0.01)% (0.29)%
Total expenses 0.83% 1.01% 1.00% 1.05% 1.37%
Expenses after payments and waivers and reduction
to custodian expenses N/A 5 N/A 5 N/A 5 N/A 5 1.35%
----------------------------------------------------------------------------------------------------------
Portfolio turnover rate 147% 130% 121% 213% 162%

1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Less than $0.005 per share.

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

5. Reduction to custodian expenses less than 0.01%.

SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 1
--------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 13.40 $ 9.29 $ 11.05 $ 10.61
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.02) 2 (.02) (.01) -- 3
Net realized and unrealized gain (loss) 2.59 4.13 (1.75) .44
------------------------------------------------
Total from investment operations 2.57 4.11 (1.76) .44
--------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain -- -- -- --
--------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 15.97 $ 13.40 $ 9.29 $ 11.05
================================================

--------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4 19.18% 44.24% (15.93)% 4.15%
--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 173,612 $ 62,660 $ 6,111 $ 108
--------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 112,279 $ 25,018 $ 2,228 $ 26
--------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment loss (0.14)% (0.43)% (0.26)% (0.34)%
Total expenses 1.06% 1.23% 1.21% 1.19%
Expenses after payments and waivers and reduction to custodian expenses N/A 6 N/A 6 1.19% N/A 6
--------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 147% 130% 121% 213%

1. For the period from July 16, 2001 (inception of offering) to December 31,
2001.

2. Per share amounts calculated based on the average shares outstanding during
the period.

3. Less than $0.005 per share.

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

6. Reduction to custodian expenses less than 0.01%.

Information and Services
For More Information on Oppenheimer Main Street Small Cap Fund(R)/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 and the notice explaining the Fund's privacy policy:

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

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

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 SEC's 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 SEC's Internet website at www.sec.gov. Copies may be
obtained after payment of a duplicating fee by electronic request at the
SEC's e-mail address: publicinfo@sec.gov or by writing to the SEC's
Public Reference Section, Washington, D.C. 20549-0102.

The Fund's SEC File No.: 811-4108
PR0297.001.0405
Printed on recycled paper.

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

Graphic material included in the Prospectus of Oppenheimer Main
Street Small Cap Fund(R)/VA (the "Fund") under the heading "Annual Total
Return (as of December 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 non-service 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 Return
----- -------------------

12/31/99 46.56%
12/31/00 -18.34%
12/31/01 -0.36%
12/31/02 -15.75%
12/31/03 44.36%
12/31/04 19.42%

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

Prospectus dated April 29, 2005 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 an 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 Fund's
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
As with all mutual funds, the reference about your account.
Securities and Exchange Commission has
not approved or disapproved the Fund's
securities nor has it determined that
this Prospectus is accurate or
complete. It is a criminal offense to
represent otherwise.

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

(OppenheimerFunds logo)

CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

What is the Fund's 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 Mainly 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 at least two
nationally recognized rating services (or by one, if only one rating service
has rated the security). If unrated, a security must be determined by the
Fund's investment Manager, OppenheimerFunds, Inc., to be of comparable
quality to securities rated in the two highest credit-quality categories.

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.
The Fund seeks 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 Fund's 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. 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 Fund's 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 Fund's securities and
o diversification of the Fund's investments among issuers to reduce the
effects of a default by any one issuer on the value of the Fund's
shares.

Even so, there are risks that any of the Fund's holdings could have its
credit rating downgraded, or that the issuer could default, or that interest
rates could rise sharply, causing the value of the Fund's 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 Fund's 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 Fund's 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, or
that poor security selection by the Manager could cause the Fund to
underperform other funds that have a similar objective.

The Manager tries to reduce risks by diversifying investments and by
carefully researching securities before they are purchased. The rate of the
Fund's 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 Fund's Past Performance

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

Annual Total Returns (as of December 31 each year)

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

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 (not
annualized) for a calendar quarter was 0.17% (3rd & 4th Q '03, 2nd Q '04).

-------------------------------------------------------------------------------
Average Annual Total Returns
for the periods ended December 1 Year 5 Years 10 Years
31, 2004
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer Money Fund/VA

(inception 4/3/85) 0.98% 2.65% 3.94%

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

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 Fund's current yield. The Fund's
current yield more closely reflects the Fund's current earnings. To obtain
the Fund's current 7-day yield information, please call the Transfer Agent
toll-free at 1.800.225.5677.

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

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund. The Fund pays a
variety of expenses directly for management of its assets, administration and
other services. Those expenses are subtracted from the Fund's assets to
calculate the Fund's net asset values per share. All shareholders therefore
pay those expenses indirectly. The numbers below are based on the Fund's
expenses during its fiscal year ended December 31, 2004.

Management Fees 0.45%

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution and Service (12b-1) Fees None
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Other Expenses 0.03%

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

Total Annual Operating Expenses 0.48%

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

Expenses may vary in future years. "Other expenses" in the table include
transfer agent fees, custodial fees, and accounting and legal expenses the
Fund pays. The Fund's transfer agent has voluntarily agreed to limit transfer
and shareholder servicing agent fees to 0.35% per fiscal year. That
undertaking may be amended or withdrawn at any time. For the Fund's fiscal
year ended December 31, 2004, the transfer agent fees did not exceed the
expense limitation described above.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

----------------------------------------------------
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------
----------------------------------------------------

$49 $154 $269 $605

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

About the Fund's Investments

The Fund's 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 Fund's investment policies and risks.

The Manager tries to reduce risks by diversifying investments and by
carefully researching investments before the Fund buys them. The rate of the
Fund's 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 Fund's investments must meet special quality requirements under the
Investment Company Act.

|X| 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 Fund's investments in U.S. government securities does
not mean that its share price or returns are guaranteed or backed by the U.S.
government.

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

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

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

|X| 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 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. The Fund can invest in
bank loan participation agreements, which are described in the Statement of
Additional Information, but has rarely done so.

What Credit Quality and Maturity and Standards Apply to the Fund's
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 Fund's Board has adopted procedures to evaluate securities
that are being considered for the Fund's 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.

All investments the Fund makes must be denominated in U.S. dollars.

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 Fund's 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 Fund's 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 Fund's
investment risks. A security's 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.

Can the Fund's 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.

|X| 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 only 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.

|X| 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 that have total assets of at least U.S. $1
billion. Risks that may affect the foreign bank's 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 investor, apply to foreign branches of domestic banks. None of
those U.S. and state regulations apply to foreign banks.

|X| 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.

|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. 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.

|X| 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 terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 10% 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. Difficulty in selling a security may result in a loss to the Fund
or additional costs.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also makes disclosures of its portfolio securities holdings in its
Statements of Investments on Form N-Q, which are filed with the SEC no later
than 60 days after the close of the first and third fiscal quarters. These
additional quarterly filings are publicly available at the SEC. Therefore,
portfolio holdings of the Fund are made publicly available no later than 60
days after the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

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 Fund's 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| 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: the Fund pays 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 fiscal year ended December 31,
2004, was 0.45% of the Fund's average annual net assets.

|X| Portfolio Managers. The Fund's portfolio is managed by Barry D. Weiss
and Carol E. Wolf who are primarily responsible for the day-to-day
management of the Fund's investments. Mr. Weiss has been a manager of the
Fund's portfolio since July 2001 and has been a Vice President of the
Manager since July 2001 and of HarbourView Asset Management Corporation
since June 2003. He was Assistant Vice President and Senior Credit Analyst
of the Manager from February 2000 through June 2001 and is an officer of
other portfolios in the OppenheimerFunds complex. Prior to joining the
Manager in February 2000, Mr. Weiss was Associate Director, Structured
Finance, at Fitch IBCA Inc. from April 1998 through February 2000.

Ms. Wolf has been a manager of the Fund's portfolio since July 1998 and
has been a Senior Vice President of the Manager since June 2000 and of
HarbourView Asset Management Corporation since June 2003. She was Vice
President of the Manager from June 1990 through June 2000 and is an officer
of other portfolios in the OppenheimerFunds complex.

The Statement of Additional Information provides additional information
about the Portfolio Managers' compensation, other accounts they manage and
their ownership of Fund shares.

Pending Litigation. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor and
Transfer Agent, as well as 51 of the Oppenheimer funds (collectively the
"funds") not including the Fund, 31 present and former Directors or Trustees
and 9 present and former officers of certain of the funds. This complaint,
initially filed in the U.S. District Court for the Southern District of New
York on January 10, 2005 and amended on March 4, 2005, consolidates into a
single action and amends six individual previously-filed putative derivative
and class action complaints. Like those prior complaints, the complaint
alleges that the Manager charged excessive fees for distribution and other
costs, improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of the funds, and
failed to properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act of
1940. Also, like those prior complaints, the complaint further alleges that
by permitting and/or participating in those actions, the Directors/Trustees
and the Officers breached their fiduciary duties to Fund shareholders under
the Investment Company Act and at common law. The complaint seeks unspecified
compensatory and punitive damages, rescission of the funds' investment
advisory agreements, an accounting of all fees paid, and an award of
attorneys' fees and litigation expenses.

INVESTING IN THE FUND

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Limits on Disruptive Activity. Therefore, the Manager and the Fund's Board of
Trustees have adopted the following policies and procedures to detect and
prevent frequent and/or excessive purchase and redemption activity, while
balancing the needs of investors. There is no guarantee that the policies and
procedures described below will be sufficient to identify and deter excessive
short-term trading.
The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would be
disruptive.
o The Transfer Agent will attempt to monitor overall purchase and
redemption activity in the accounts of participating insurance
companies to seek to identify patterns that may suggest excessive
trading by the underlying owners. If evidence of possible excessive
trading activity is observed by the Transfer Agent, the
participating insurance companies or other registered owners will be
asked to review account activity in their respective accounts, and
to confirm to the Transfer Agent and the Fund that appropriate
action has been taken to curtail any excessive trading activity.
However, the Transfer Agent's ability to monitor and deter excessive
short-term trading in omnibus or street name accounts ultimately
depends on the capability and cooperation of the participating
insurance companies controlling their respective accounts.

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or
the Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
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 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 to participating insurance
companies at their offering price, which is the net asset value per share.
The net asset value normally will remain at $1.00 per share. However, there
is no guarantee 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.

Net Asset Value. The Fund calculates the net asset value per shares as of the
close of The New York Stock Exchange (the "Exchange"), on each day 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., Eastern time, but
may close earlier on some days. All references to time in this Prospectus
mean "Eastern time."

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

|X| Classes of Shares. The Fund has four classes of shares authorized. The
Fund offers only one share class in this Prospectus, which has no class name
designation. There are currently no outstanding shares of any other share
class of the Fund.

|X| Distribution and Service Plan. The Fund has not adopted a Distribution
and Service Plan for the shares offered in this Prospectus.

Dividends, Capital Gains 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.

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 of any net
short-term or long-term capital gains each year. The Fund may make
supplemental distributions of dividends and capital gains following the end
of its fiscal year.

Financial Highlights

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
---------------------------------------------------------------------------------------------------------------------------

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 .01 1 .01 .01 .04 .06
---------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.01) (.01) (.01) (.04) (.06)
Dividends from net realized gain -- -- -- 2 -- --
--------------------------------------------------------------------
Total dividends and/or distributions to shareholders (.01) (.01) (.01) (.04) (.06)
---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====================================================================

---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3 0.98% 0.79% 1.47% 3.85% 6.26%
---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 196,503 $ 237,613 $ 379,969 $ 370,229 $ 215,771
---------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 218,243 $ 316,096 $ 386,457 $ 288,106 $ 204,586
---------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 0.97% 0.80% 1.46% 3.59% 5.98%
Total expenses 0.48% 5 0.47% 5 0.47% 5 0.52% 5 0.51% 5

1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Less than $0.005 per share.

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

5. Reduction to custodian expenses less than 0.01%.

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 Fund's 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 Fund's
investments and performance is available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Fund's
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 and the notice explaining the Fund's privacy policy:

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

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's 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 SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's 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 Fund's SEC File No. 811-4108
PR0660.001.0405 [logo] OppenheimerFunds Distributor, Inc.
Printed on recycled paper

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)":

-----------------------------------------------------
Calendar Year Ended Annual Total Returns
------------------- --------------------
-----------------------------------------------------
-----------------------------------------------------
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%
-----------------------------------------------------
-----------------------------------------------------
12/31/02 1.47%
-----------------------------------------------------
-----------------------------------------------------
12/31/03 0.79%
-----------------------------------------------------
-----------------------------------------------------

12/31/04 0.98%

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

Oppenheimer
Strategic Bond Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated April 29, 2005 Oppenheimer Strategic Bond Fund/VA is
a mutual fund that seeks a high level of
current income principally derived from
interest on debt securities. The Fund
invests mainly in three market sectors: debt
securities of foreign governments 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 Fund's 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
As with all mutual funds, the reference about your account.
Securities and Exchange
Commission has not approved or
disapproved the Fund's 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 Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

What is the Fund's 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? Under normal market conditions, the Fund
invests at least 80% of its net assets (including any borrowings for
investment purposes) in debt securities. 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., 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."

------------------------------------
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's 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 Fund's Investments," below.

How Does the Manager Decide What Securities to Buy or Sell? In selecting
securities for the Fund, the Fund's 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 Fund's 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 Fund's
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 Fund's assets in any one issuer. The Fund's 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 Fund's 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.

|_| Special Risks of Lower-Grade Securities. Because the Fund can invest
without limit in securities below investment grade to seek high current
income, the Fund's 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 Fund's share
prices and the income it earns.

|X| 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 Fund's share
prices and returns.

Additionally, if a fund invests a significant amount of its assets in
foreign securities, it might expose the fund to "time-zone arbitrage"
attempts by investors seeking to take advantage of the differences in value
of foreign securities that might result from events that occur after the
close of the foreign securities market on which a foreign security is traded
and the close of The New York Stock Exchange that day, when the Fund's net
asset value is calculated. If such time-zone arbitrage were successful, it
might dilute the interests of other shareholders. However, the Fund's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board believe to be their fair value may help deter those activities.

|_| 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.

|X| 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 Fund's share prices can go up or down when interest rates
change because of the effect of the changes on the value of the Fund's
investments in debt securities. Also, if interest rates fall, the Fund's
investments in newly issued securities with lower yields will reduce the
Fund's income.

|X| Prepayment Risk. Prepayment risk is the risk that the issuer of a
security can prepay the principal prior to the security's 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 Fund's shares to fall.

|X| 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.

|X| 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.

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 Fund's shares can go up and down
substantially because of events affecting foreign markets or issuers or
events affecting the high yield market. The Fund's sector and security
diversification strategy may help cushion the Fund's 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 Fund's Past Performance

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

Annual Total Returns (as of December 31 each year)
[See appendix to prospectus for data in bar chart showing annual total
returns]

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 6.10% (2nd Q '03) and the lowest return (not
annualized) for a calendar quarter was -2.14% (3rd Q '98).

-------------------------------------------------------------------------------
Average Annual Total Returns 1 Year 5 Years 10 Years
for the periods ended December (or life of
31, 2004 class, if less)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer Strategic Bond

Fund/VA 8.67% 8.21% 8.23%
Non-Service Shares (inception

5/3/93)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

Lehman Brothers Aggregate Bond 4.34% 7.71% 7.72%2
Index

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

Citigroup World Government 10.35% 8.79% 7.60%2
Bond Index

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer Strategic Bond

Fund/VA 8.43% 9.01%1 N/A
Service Shares (inception

3/19/01)
-------------------------------------------------------------------------------

1. Since Class inception (3/19/01)
2. From 4/30/93.

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.

Fees and Expenses of the Fund

Management Fees 0.71% 0.71%

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution and Service None 0.25%
(12b-1) Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Other Expenses 0.03% 0.03%

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

Total Annual Operating Expenses 0.74% 0.99%

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

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in shares of the Fund for
the time periods indicated, reinvest you dividends and distributions and then
redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Your actual costs may be higher or lower,
because expenses will vary over time. Based on these assumptions your
expenses would be as follows, whether or not you redeem your investment at
the end of each period:

Non-Service Shares $76 $237 $413 $922

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

Service Shares $101 $317 $550 $1,219

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

About the Fund's Investments

The Fund's Principal Investment Policies and Risks. The allocation of the
Fund's portfolio among the different types of permitted investments will vary
over time based upon the Manager's evaluation of economic and market trends.
At times the Fund might emphasize investments in one or two sectors because
of the Manager's 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 Fund's 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 Fund's 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.

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
strategies. The Statement of Additional Information contains more detailed
information about the Fund's investment policies and risks.

|_| 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.

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 Fund's share
prices.

Lower-grade debt securities are those rated below "Baa" by Moody's
Investors Service, Inc. or lower than "BBB" by Standard & Poor's 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 Moody's 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.

|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,
discussed above); although in some cases they may be supported by insurance
or guarantees.

|X| 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 Fund's 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.

|_| 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.

Can the Fund's Investment Objective and Policies Change? The Fund's 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 (a non-fundamental policy) 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 Fund's
outstanding voting shares. The Fund's 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 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 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.

|X| 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 terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. 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 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 Fund's share prices could fall. Certain derivative investments held by
the Fund might be illiquid.

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.

|X| 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 Fund's 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 Fund's 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.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also makes disclosures of its portfolio securities holdings in its
Statements of Investments on Form N-Q, which are filed with the SEC no later
than 60 days after the close of the first and third fiscal quarters. These
additional quarterly filings are publicly available at the SEC. Therefore,
portfolio holdings of the Fund are made publicly available no later than 60
days after the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

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 Fund's 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| 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 fiscal year ended December 31, 2004, was 0.71% of the Fund's
average annual net assets for each class of shares.

|X| Portfolio Manager. The Fund's portfolio is managed by Arthur P.
Steinmetz. Mr. Steinmetz has been the person primarily responsible for the
day-to-day management of the Fund's portfolio since May 1993. Mr. Steinmetz
is Senior Vice President of the Manager since March 1993 and of HarbourView
Asset Management Corporation since March 2000. He is an officer of other
portfolios and other accounts in the OppenheimerFunds complex.

The Statement of Additional Information provides additional information
about the Portfolio Manager's compensation, other accounts he manages and his
ownership of Fund shares.

Pending Litigation. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor and
Transfer Agent, as well as 51 of the Oppenheimer funds (collectively the
"funds") not including the Fund, 31 present and former Directors or Trustees
and 9 present and former officers of certain of the funds. This complaint,
initially filed in the U.S. District Court for the Southern District of New
York on January 10, 2005 and amended on March 4, 2005, consolidates into a
single action and amends six individual previously-filed putative derivative
and class action complaints. Like those prior complaints, the complaint
alleges that the Manager charged excessive fees for distribution and other
costs, improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of the funds, and
failed to properly disclose the use of fund assets to make those payments in
violation of the Investment Company Act and the Investment Advisers Act of
1940. Also, like those prior complaints, the complaint further alleges that
by permitting and/or participating in those actions, the Directors/Trustees
and the Officers breached their fiduciary duties to Fund shareholders under
the Investment Company Act and at common law. The complaint seeks unspecified
compensatory and punitive damages, rescission of the funds' investment
advisory agreements, an accounting of all fees paid, and an award of
attorneys' fees and litigation expenses.

INVESTING IN THE FUND

How to Buy and Sell Shares

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Limits on Disruptive Activity. Therefore, the Manager and the Fund's Board of
Trustees have adopted the following policies and procedures to detect and
prevent frequent and/or excessive purchase and redemption activity, while
balancing the needs of investors. There is no guarantee that the policies and
procedures described below will be sufficient to identify and deter excessive
short-term trading.
The Transfer Agent may, in its discretion, limit or terminate trading
activity by any person, group or account that it believes would be
disruptive.
o The Transfer Agent will attempt to monitor overall purchase and
redemption activity in the accounts of participating insurance
companies to seek to identify patterns that may suggest excessive
trading by the underlying owners. If evidence of possible excessive
trading activity is observed by the Transfer Agent, the
participating insurance companies or other registered owners will be
asked to review account activity in their respective accounts, and
to confirm to the Transfer Agent and the Fund that appropriate
action has been taken to curtail any excessive trading activity.
However, the Transfer Agent's ability to monitor and deter excessive
short-term trading in omnibus or street name accounts ultimately
depends on the capability and cooperation of the participating
insurance companies controlling their respective accounts.

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
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 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| Classes of Shares. The Fund has four classes of shares authorized. The
Fund offers only 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 be subject to different expenses and will
likely have different share prices.

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 by 9:30 a.m. the next
regular business day at the office of its Transfer Agent in Colorado. The
participating insurance company must receive that order before the close of
the Exchange (usually 4:00 p.m. Eastern time). 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.
Shares may be redeemed in kind under certain limited circumstances (such as
redemptions of substantial amounts of shares by shareholders that have
consented to such in kind redemptions). This means that the redemption
proceeds will be paid to the participating insurance companies that hold Fund
shares with liquid securities from the Fund's portfolio. If the Fund redeems
shares in kind, the accounts may bear transaction costs and market risks
until such time as the securities are converted into cash.

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. 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.

Financial Highlights

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 2000
-----------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 5.05 $ 4.57 $ 4.62 $ 4.69 $ 4.97
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .22 1 .22 .29 .41 .41
Net realized and unrealized gain (loss) .20 .56 .03 (.19) (.28)
----------------------------------------------------------------------------------
Total from investment operations .42 .78 .32 .22 .13
-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.26) (.30) (.37) (.29) (.41)
-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 5.21 $ 5.05 $ 4.57 $ 4.62 $ 4.69
=================================================================================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 8.67% 18.07% 7.44% 4.85% 2.63%
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 614,915 $ 571,445 $ 406,126 $ 351,686 $ 304,562
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 584,878 $ 472,213 $ 374,519 $ 330,711 $ 289,923
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 4.50% 5.61% 6.89% 8.78% 9.23%
Total expenses 0.74% 0.75% 0.79% 0.79% 0.79%
Expenses after payments and waivers and
reduction to custodian expenses N/A 4 N/A 4 0.78% N/A 4 N/A 4
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 88% 5 117% 65% 104% 104%

1. Per share amounts calculated based on the average shares outstanding during
the period.

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

4. Reduction to custodian expenses less than 0.01%.

5. The portfolio turnover rate excludes purchase transactions and sales
transactions of To Be Announced (TBA) mortgage-related securities of
$959,649,113 and $973,488,511, respectively.

SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 2002 2001 1
---------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 5.13 $ 4.67 $ 4.73 $ 4.64
---------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .19 2 .27 .03 .15
Net realized and unrealized gain (loss) .22 .49 .28 (.06)
-------------------------------------------------------
Total from investment operations .41 .76 .31 .09
---------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.25) (.30) (.37) --
---------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 5.29 $ 5.13 $ 4.67 $ 4.73
=======================================================

---------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 8.43% 17.16% 7.03% 1.94%
---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 242,705 $ 79,782 $ 8,138 $ 4
---------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 150,040 $ 34,744 $ 2,307 $ 2
---------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 3.82% 4.57% 5.40% 8.17%
Total expenses 0.99% 1.02% 1.06% 0.92%
Expenses after payments and waivers and
reduction to custodian expenses N/A 5 N/A 5 1.03% N/A 5
---------------------------------------------------------------------------------------------------------
Portfolio turnover rate 88% 6 117% 65% 104%

1. For the period from March 19, 2001 (inception of offering) to December 31,
2001.

2. Per share amounts calculated based on the average shares outstanding during
the period.

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

5. Reduction to custodian expenses less than 0.01%.

6. The portfolio turnover rate excludes purchase transactions and sales
transactions of To Be Announced (TBA) mortgage-related securities of
$959,649,113 and $973,488,511, respectively.

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 Fund's 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 Fund's
investments and performance is available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Fund's
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 and the notice explaining the Fund's privacy policy:

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

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's 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 SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's 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 Fund's SEC File No. 811-4108
PR0265.001.0405 [logo] OppenheimerFunds Distributor, Inc.
Printed on recycled paper

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 Non-Service
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
------------------- --------------------
-----------------------------------------------------
-----------------------------------------------------
12/31/95 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%
-----------------------------------------------------
-----------------------------------------------------
12/31/02 7.44%
-----------------------------------------------------
-----------------------------------------------------
12/31/03 18.07%
-----------------------------------------------------
-----------------------------------------------------

12/31/04 8.67%

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

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

Prospectus dated April 29, 2005

Oppenheimer Value Fund/VA is a mutual
fund. It seeks long-term growth of
capital by investing primarily in
common stocks with low price-earnings
ratios and better-than-anticipated
earnings. Realization of current
income is a secondary consideration.
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 Fund's
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 Fund's
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 Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's 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 Fund's Investment Objective and Principal Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks long-term growth of
capital by investing primarily in common stocks with low price-earnings
ratios and better-than-anticipated earnings. Realization of current income is
a secondary consideration.

What Does the Fund Mainly Invest In? The Fund invests mainly in common stocks
of different capitalization ranges, and currently emphasizes large
capitalization stocks. The Fund also can buy other investments, including:
o Preferred stocks, rights and warrants and convertible securities, and
o Securities of U.S. and foreign companies, although there are limits on
the Fund's investments in foreign securities.

How Does the Portfolio Manager Decide What Securities to Buy or Sell? In
selecting securities for purchase or sale by the Fund, the Fund's portfolio
manager selects securities one at a time. This is called a "bottom up
approach." The portfolio manager uses fundamental analysis to select
securities for the Fund that he believes are undervalued. 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 manager currently
considers the following factors when assessing a company's business prospects:
o Future supply/demand conditions for its key products,
o Product cycles,
o Quality of management,
o Competitive position in the market place,
o Reinvestment plans for cash generated, and
o Better-than-expected earnings reports.

Not all factors are relevant for every individual security.

The portfolio manager may consider selling a stock for one or more of the
following reasons:
o The stock price reached its target,
o The company's fundamentals appear to be deteriorating, or
o Better stock selections are believed to have been identified.

Who Is the Fund Designed For? The Fund's 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. Because the Fund
currently focuses its investments in stocks, those investors should be
willing to assume the risks of short-term share price fluctuations that are
typical for a fund that can have substantial stock investments. Since the
Fund's 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 Fund's investment manager,
OppenheimerFunds, Inc. (the "Manager"), will cause the Fund to underperform
other funds having similar objectives.

|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 in stocks, the value of the Fund's portfolio will be
affected by changes in the stock markets. Market risk will affect the Fund's
net asset values per share, which will fluctuate as the values of the Fund's
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 emphasizes 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 affecting that industry. At times, the
Fund may increase the relative emphasis of its investments in a particular
industry. To the extent that the Fund is emphasizing investments in a
particular industry, its share values may fluctuate in response to events
affecting that industry.

Other factors can affect a particular stock's 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. The Fund emphasizes securities of large companies but it can
also buy stocks of small- and medium-size companies, which may have more
volatile stock prices than stocks of large companies.

|X| Risks of Value Investing. Value investing seeks stocks having prices
that are low in relation to what their real worth or prospects are believed
to be. The Fund hopes that it will realize appreciation in the value of its
holdings when other investors realize the intrinsic value of those stocks. In
using a value investing style, there is the risk that the market will not
recognize that the securities are undervalued and they might not appreciate
in value as the Manager anticipates.

|X| 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 transaction, changes in governmental economic
or monetary policy in the U.S. or aboard, or other political and economic
factors.

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 the prices of its shares.
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. 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. There is no assurance that the Fund will achieve its investment
objective.

The Fund focuses its investments on stocks for long-term growth. Stock
markets can be volatile, and the prices of the Fund's shares will go up and
down. The Fund generally does not use income-oriented investments to help
cushion the Fund's total return from changes in stock prices. In the
OppenheimerFunds spectrum, the Fund is generally more conservative than
aggressive growth stock funds, but more aggressive than funds that invest in
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 Fund's Past Performance

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

Annual Total Returns (as of December 31 each year)

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

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 11.96% (4th Q'04) and the lowest return (not
annualized) for a calendar quarter was -0.39% (2nd Q'04).

---------------------------------------------------------------------------------
Average Annual Total
Returns for the periods 1 Year 5 Years 10 Years
ended (or life of (or life of (or life of
-------------------------- class if less) class if less) class if less)
December 31, 2004
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Oppenheimer Value Fund/VA 14.50% 21.57% N/A
Shares (inception 1/1/03)

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

Russell 1000 Value Index 16.49% 23.08% N/A

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

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

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.

Fees and Expenses of the Fund

The following tables are meant to help you understand the fees and expenses
you may pay if you buy and hold shares of the Fund. The Fund pays a variety
of expenses directly for management of its assets, administration and other
services. Those expenses are subtracted from the Fund's assets to calculate
the Fund's net asset values per share. All shareholders therefore pay those
expenses indirectly. The numbers below are based on the Fund's expenses
during its fiscal year ended December 31, 2004.

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

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

Management Fees 0.75%

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

Distribution and Service N/A
(12b-1) Fees

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

Other Expenses 1.07%

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

Total Annual Operating Expenses 1.82%

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

Expenses may vary in future years. "Other Expenses" include transfer agent
fees, custodial expenses, and accounting and legal expenses the Fund pays.
The Fund's transfer agent has voluntarily agreed to limit transfer and
shareholder servicing agent fees to 0.35% per fiscal year. That undertaking
may be amended or withdrawn at any time. For the Fund's fiscal year ended
December 31, 2004, the transfer agent fees did not exceed the expense
limitation described above.

EXAMPLE. The following examples are intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.

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

1 Year 3 Years 5 Years 10 Years

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

$187 $578 $994 $2,156

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

About the Fund's Investments

The Fund's Principal Investment Policies. The allocation of the Fund's
portfolio among the different types of investments will vary over time based
upon the evaluation of economic and market trends by the Manager. 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 Fund's investment policies and risks.

However, changes in the overall market prices of securities and any
income they may pay can occur at any time. The price and yield of the Fund's
shares 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 Fund invests primarily in a diversified
portfolio of common stocks of issuers that may be of small, medium or large
capitalization, to seek capital growth. The Fund can invest in other equity
securities, including preferred stocks, rights and warrants, and securities
convertible into common stock. The Fund can buy securities issued by domestic
or foreign companies. However, the Fund currently emphasizes investments in
large capitalization stocks of U.S. issuers.

The Fund's equity investments may be exchange-traded or
over-the-counter securities. Over-the-counter securities may have less
liquidity than exchange-traded securities.

While many convertible securities are debt securities, the Manager
considers some of them to be "equity equivalents" because of their conversion
feature. In these cases, their credit rating has less impact on the
investment decision than in the case of other debt securities. Convertible
securities are subject to credit risk and interest rate risk, discussed below.

The Fund can buy convertible securities rated as low as "B" by Moody's
Investor Services, Inc. or Standard & Poor's Rating Service or having
comparable ratings by other nationally recognized rating organizations (or,
if they are unrated, having a comparable rating assigned by the Manager).
Those ratings are below "investment grade" and the securities are subject to
greater risk of default by the issuer than investment-grade securities. These
investments are subject to the Fund's policy of not investing more than 10%
of its net assets in debt securities.

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| Cash and Cash Equivalents. Under normal market conditions the Fund can
invest up to 15% of its net assets in cash and cash equivalents such as
commercial paper, repurchase agreements, Treasury bills and other short-term
U.S. government securities. This strategy would be used primarily for cash
management or liquidity purposes. To the extent that the Fund uses this
strategy, it might reduce its opportunities to seek its objective of
long-term growth of capital.

|X| Debt Securities. Under normal market conditions, the Fund can invest in
debt securities, such as securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities, foreign government
securities, and foreign and domestic corporate bonds and debentures. Normally
these investments are limited to not more than 10% of the Fund's net assets,
including convertible debt securities.

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 Fund's debt investments may be "investment grade"
(that is, rated in the four highest rating categories of a nationally
recognized rating organization) or may be lower-grade securities rated as low
as "B," as described above.

|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 Fund's income might be reduced, and if the issuer fails to
repay principal, the value of that security and of the Fund's shares might be
reduced. A downgrade in an issuer's credit rating or other adverse news about
an issuer can reduce the value of that issuer's securities. While the Fund's
investments in U.S. government securities are subject to little credit risk,
the Fund's other investments in debt securities, particularly high-yield,
lower-grade debt securities are subject to risks of default. 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.

|X| Interest Rate Risk. The values 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 Fund's share prices can go up or down when interest rates
change because of the effect of the changes on the value of the Fund's
investments in debt securities.

|X| Foreign Securities. The Fund can invest up to 25% of its total assets
in securities or governments in any country, developed or underdeveloped.
These include equity and debt securities of companies organized under the
laws of countries other than the United States and debt securities of foreign
governments and their agencies and instrumentalities.

|X| 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. Options, futures,
mortgage-related securities and "stripped" securities are examples of
derivatives the Fund can use. Currently the Fund does not use derivative
investments to a significant degree.
|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 Fund's share prices
could decline or the Fund could get less income than expected. Interest rate
and stock market changes in the U.S. and abroad may also influence the
performance of derivatives. Some derivative investments held by the Fund may
be illiquid. 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, swaps, and forward contracts. These are all referred to as "hedging
instruments." The Fund does not use hedging instruments for speculative
purposes. The Fund has limits on its use of hedging instruments and is not
required to use them in seeking its investment objective.

The Fund can buy and sell options, swaps, futures and forward contracts
for a number of purposes. Some of these strategies would hedge the Fund's
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. The Fund may also try to manage its exposure to
changing interest rates.

There are special risks in particular hedging strategies. For example,
options trading involves the payment of premiums and can increase portfolio
turnover. 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 hedge fails and the strategy could reduce
the Fund's 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| 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. Restricted securities may
have terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 10% of its net assets in
illiquid or restricted securities but is not required to sell them due to
decline in the Fund's share price. 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| Temporary Defensive and Interim Investments. In times of adverse or
unstable market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary investments that are inconsistent with the
Fund's principal investment strategies. Generally, they would be short-term
U.S. government securities, high-grade commercial paper, bank obligations or
repurchase agreements. The Fund can 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 in these securities, it might not achieve its investment
objective.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also makes disclosures of its portfolio securities holdings in its
Statements of Investments on Form N-Q, which are filed with the SEC no later
than 60 days after the close of the first and third fiscal quarters. These
additional quarterly filings are publicly available at the SEC. Therefore,
portfolio holdings of the Fund are made publicly available no later than 60
days after the close of the Fund's fiscal quarter.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

How the Fund Is Managed

The Manager has been an investment advisor since January 1960. The
Manager and its subsidiaries and controlled affiliates managed more than $170
billion in assets as of March 31, 2005, including other Oppenheimer funds
with more than 7 million shareholder accounts. The Manager is located at Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

|X| Advisory Fees. Under the investment advisory agreement, the Fund pays
the Manager an advisory fee at an annual rate 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
its last fiscal year ended December 31, 2004, was 0.75% of the fund's average
annual net assets.

|X| Portfolio Manager. The Fund's portfolio is managed by Christopher
Leavy. Mr. Leavy is a Vice President of the Fund and has been the person
primarily responsible for the day-to-day management of the Fund's portfolio
since December 2002. He has been a Senior Vice President of the Manager since
September 2002. Mr. Leavy is also an officer and portfolio manager of other
funds in the OppenheimerFunds complex. Prior to joining the Manager in
September 2002, he was a portfolio manager of Morgan Stanley Dean Witter
Investment Management from 1997 to 2000. The Statement of Additional
Information provides additional information about the Portfolio Manager's
compensation, other accounts he manages and his ownership of Fund shares.

INVESTING IN THE FUND

How to Buy and Sell Shares

Currently, the Fund offers only non-service shares.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES AND REDEMPTIONS?

Furthermore, each participating insurance company may impose its own
restrictions or limitations to discourage short-term or excessive trading.

Right to Refuse Purchase Orders. The Distributor and/or the Transfer Agent
may refuse any purchase order in their discretion and are not obligated to
provide notice before rejecting an order.

There can be no assurance that the Fund, the Transfer Agent or the
Fund's participating insurance companies will be successful in curbing
abusive short-term exchanges.

------------------------------------------------------------------------------
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 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 to participating
insurance companies 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.

Net Asset Value. The Fund calculates the net asset value as of the close of
the Exchange, on each day 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., Eastern time, but may close earlier on some days. All references
to time in this Prospectus mean "Eastern time."

The net asset value per share on a "regular business day" is determined
by dividing the value of the Fund's net assets by the number of shares
outstanding on that day. To determine net asset values, the Fund assets are
valued primarily on the basis of current market quotations. If market
quotations are not readily available or do not accurately reflect fair value
for a security (in the Manager's judgment) or if a security's value has been
materially affected by events occurring after the close of the exchange or
market on which the security is principally traded, that security may be
valued by another method that the Board of Trustees believes accurately
reflects the fair value. Because some foreign securities trade in markets and
on exchanges that operate on weekends and U.S. holidays, the values of some
of the Fund's foreign investments may change on days when investors cannot
buy or redeem Fund shares.

|X| Classes of Shares. The Fund has four classes of shares authorized. The
class of shares offered by this Prospectus has no class name designation.
There are currently no outstanding shares of any other share class of the
Fund.

Distribution and Service Plan. The Fund has not adopted a Distribution and
Service Plan for the shares offered in this Prospectus.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends from net investment income,
if any, on an annual basis. The Fund has no fixed dividend rate and cannot
guarantee that it will pay any dividends or distributions.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance since 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
registered public accounting firm, whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available on request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

NON-SERVICE SHARES YEAR ENDED DECEMBER 31, 2004 2003 1
--------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
--------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 12.90 $ 10.00
--------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.01) 2 .03
Net realized and unrealized gain 1.82 2.87
------------------------------------
Total from investment operations 1.81 2.90
--------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.03) --
Distributions from net realized gain (2.42) --
------------------------------------
Total dividends and/or distributions
to shareholders (2.45) --
--------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.26 $ 12.90
====================================

--------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 14.50% 29.00%
--------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 2,815 $ 3,871
--------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 3,370 $ 3,205
--------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income (loss) (0.08)% 0.27%
Total expenses 1.82% 5 1.39% 5
--------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 100% 120%

1. For the period from January 2, 2003 (commencement of operations) to December
31, 2003.

2. Per share amounts calculated based on the average shares outstanding during
the period.

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

5. Reduction to custodian expenses less than 0.01%.

INFORMATION AND SERVICES

For More Information on Oppenheimer Value Fund/VA

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

ANNUAL AND SEMI-ANNUAL REPORTS. Additional information about the Fund's
investments and performance will be available in the Fund's Annual and
Semi-Annual Reports to shareholders. The Annual Report will include a
discussion of market conditions and investment strategies that
significantly affected the Fund's 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 Fund's privacy policy:

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

The Fund's SEC File No.: 811-4108 [logo]
OppenheimerFunds
PR0642.001.0405
Distributor, Inc.
Printed on recycled paper

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

Graphic material included in the Prospectus of Oppenheimer Value
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 two 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
------------------- --------------------

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

12/31/03 29.00%

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

12/31/04 14.50%

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