Exhibit 23(m)(xii)

                             AMENDED AND RESTATED

                               DISTRIBUTION AND

                          SERVICE PLAN AND AGREEMENT

                                     With

                    OppenheimerFunds Distributor, Inc.  And

                      Oppenheimer Variable Account Funds

                            For Service Shares Of

                          Oppenheimer Value Fund/VA

This Amended and Restated  Distribution  and Service Plan and  Agreement  (the
"Plan")  dated  the 28th day of  October,  2005,  by and  between  Oppenheimer
Variable Account Funds (the "Trust") for the account of its Oppenheimer  Value
Fund/VA   (the   "Fund")   and   Oppenheimerfunds   Distributor,   Inc.   (the
"Distributor").

1.    The Plan.  This Plan is the  Fund's  written  distribution  and  service
plan for its Service Shares described in the Fund's registration  statement as
of the date this Plan takes  effect,  contemplated  by and to comply with Rule
2830 of the Conduct Rules of the National  Association of Securities  Dealers,
Inc.,  pursuant  to which the Fund will  compensate  the  Distributor  for its
services in  connection  with the  distribution  of Shares,  and the  personal
service  and  maintenance  of  shareholder  accounts  ("Accounts")  that  hold
Service  Shares  (the  "Shares")  of the  Fund.  The Fund may be  deemed to be
acting as  distributor  of securities  of which it is the issuer,  pursuant to
Rule  12b-1  under  the  Investment  Company  Act of 1940  (the  "1940  Act"),
according to the terms of this Plan. The  Distributor is authorized  under the
Plan to pay  "Insurance  Company  Recipients,"  as  hereinafter  defined,  for
rendering  services and for the  maintenance of Accounts and for  distributing
Service  Shares.  Such  Insurance  Company  Recipients  are  intended  to have
certain rights as third-party beneficiaries under this Plan.

2.    Definitions.  As used in this Plan,  the following  terms shall have the
following meanings:

      (a)   "Insurance  Company Recipient" shall mean any insurance company or
      affiliate  thereof or other  person or entity  which:  (i) has  rendered
      assistance   (whether   direct,   administrative,   or   both)   in  the
      distribution  of Shares and/or has rendered  services in connection with
      the personal  service and  maintenance  of Accounts;  (ii) shall furnish
      the  Distributor  (on behalf of the Fund) with such  information  as the
      Distributor  shall  reasonably  request to answer such  questions as may
      arise  concerning such service and/or the sale of Shares;  and (iii) has
      been selected by the  Distributor  to receive  payments  under the Plan.
      Notwithstanding  the  foregoing,  a  majority  of the  Trust's  Board of
      Trustees (the "Board") who are not  "interested  persons" (as defined in
      the 1940 Act) and who have no direct or indirect  financial  interest in
      the  operation of this Plan or in any  agreements  relating to this Plan
      (the  "Independent  Trustees") may remove any institution as a Insurance
      Company  Recipient,  whereupon  such  entity's  rights as a  third-party
      beneficiary hereof shall terminate.


      (b)   "Qualified  Holdings"  shall  mean,  as to any  Insurance  Company
      Recipient,  all  Shares  owned  beneficially  or of record  by: (i) such
      Insurance  Company  Recipient,  (ii)  such  clients  of  such  Insurance
      Company  Recipient  and/or  accounts as to which such Insurance  Company
      Recipient  provides  administrative  services  and/or is a fiduciary  or
      custodian   or   co-fiduciary   or   co-custodian   (collectively,   the
      "Customers"),  or (iii) separate  accounts  created or sponsored by such
      Insurance Company Recipient or its affiliate,  but in no event shall any
      such  Shares  be  deemed  owned  by  more  than  one  Insurance  Company
      Recipient  for  purposes  of this Plan.  In the event that two  entities
      would otherwise qualify as Insurance  Company  Recipients as to the same
      Shares,   the  Distributor   shall  determine  which  Insurance  Company
      Recipient  shall be deemed the  Insurance  Company  Recipient as to such
      Shares for purposes of this Plan.

3.    Payments.

      (a) Under the Plan,  the Fund  will make  payments  to the  Distributor,
      within  forty-five  (45) days of the end of each calendar  quarter or at
      such other interval as deemed appropriate,  in the amount of (.25% on an
      annual  basis)  of  the  average  during  the  calendar  quarter  of the
      aggregate  net asset  value of the  Shares,  computed as of the close of
      each  business day (the  "Service  Fee"),  provided,  however,  that the
      Distributor may, in its sole discretion,  reduce that payment level from
      time to time. The  Distributor  will use such fee received from the Fund
      in its entirety for payments to  Insurance  Company  Recipients  and for
      its  other  expenditures  and  costs of the type  approved  by the Board
      incurred in  connection  with the personal  service and  maintenance  of
      Accounts  including,  but not limited to, the services  described in the
      following  two  paragraphs.  The  Distributor  may make Plan payments to
      any "affiliated  person" (as defined in the 1940 Act) of the Distributor
      if such affiliated person qualifies as a Insurance Company Recipient.

            The  services  to be  rendered by the  Distributor  and  Insurance
      Company  Recipients  in  connection  with the  personal  service and the
      maintenance  of Accounts may  include,  but shall not be limited to, the
      following:  answering  routine  inquiries  from  the  Insurance  Company
      Recipient's  Customers  concerning  the Fund,  providing  such Customers
      with  information  on  their  investment  in  Shares,  assisting  in the
      establishment  and  maintenance of accounts or sub-accounts in the Fund,
      making  the  Fund's   investment  plans  and  dividend  payment  options
      available,  and providing such other  information  and Customer  liaison
      services and the  maintenance of Accounts as the Distributor or the Fund
      may  reasonably  request.  It may be presumed that an Insurance  Company
      Recipient has provided  services  qualifying for compensation  under the
      Plan if it has  Qualified  Holdings  of Shares to entitle it to payments
      under the Plan.  In the event that either the  Distributor  or the Board
      should  have  reason  to  believe  that,  notwithstanding  the  level of
      Qualified Holdings,  an Insurance Company Recipient may not be rendering
      appropriate  services,  then  the  Distributor,  at the  request  of the
      Board,  shall  require  the  Insurance  Company  Recipient  to provide a
      written  report  or other  information  to verify  that  said  Insurance
      Company Recipient is providing  appropriate  services in this regard. If
      the Distributor  still is not satisfied,  it may take appropriate  steps
      to terminate the Insurance Company  Recipient's status as such under the
      Plan,  whereupon  such  entity's  rights  as a  third-party  beneficiary
      hereunder shall terminate.

      The distribution  assistance  services to be rendered by the Distributor
      in connection with the Shares may include,  but shall not be limited to,
      the following:  (i) paying sales  commissions to any insurance  company,
      broker,  dealer,  bank or  other  person  or  entity  that  directly  or
      indirectly  sells Shares;  (ii) paying  compensation  to and expenses of
      personnel  of the  Distributor  who  support  distribution  of Shares by
      Insurance  Company  Recipients;  (iii) obtaining  financing or providing
      such  financing from its own  resources,  or from an affiliate,  for the
      interest and other  borrowing  costs of the  Distributor's  unreimbursed
      expenses   incurred   in   rendering    distribution    assistance   and
      administrative  support  services  to the Fund;  and (iv)  paying  other
      direct  distribution  costs,  including without  limitation the costs of
      sales  literature,   advertising  and  prospectuses  (other  than  those
      prospectuses  furnished to current  direct and  indirect  holders of the
      Fund's shares ("Shareholders").

      (b)   The  Distributor  shall make  payments  to any  Insurance  Company
      Recipient  quarterly or at such other interval as deemed  appropriate by
      the  Distributor,  within  forty-five  (45)  days  of the  end  of  each
      calendar  quarter or such other  period,  at a rate not to exceed (0.25%
      on an annual basis) of the average  during each calendar  quarter of the
      aggregate  net asset  value of the  Shares  computed  as of the close of
      each  business  day, of  Qualified  Holdings  owned  beneficially  or of
      record  by  the  Insurance   Company  Recipient  or  by  its  Customers,
      provided,  however,  that the Distributor  may, in its sole  discretion,
      reduce that payment level from time to time.  However,  no such payments
      shall be made to any Insurance  Company Recipient for any such period in
      which its Qualified  Holdings do not equal or exceed, at the end of such
      period, the minimum amount ("Minimum  Qualified  Holdings"),  if any, to
      be set from time to time by a majority of the  Independent  Trustees.  A
      majority  of the  Independent  Trustees  may at any time or from time to
      time increase or decrease and  thereafter  adjust the rate of fees to be
      paid to the Distributor or to any Insurance Company  Recipient,  but not
      to exceed the rate set forth  above,  and/or  increase or  decrease  the
      number  of  shares   constituting   Minimum  Qualified   Holdings.   The
      Distributor  shall  notify  all  Insurance  Company  Recipients  of  the
      Minimum   Qualified   Holdings  and  the  rate  of  payments   hereunder
      applicable  to  Insurance  Company  Recipients,  and shall  provide each
      Insurance  Company Recipient with written notice within thirty (30) days
      after any change in these  provisions.  Inclusion of such  provisions or
      a change  in such  provisions  in a  revised  current  prospectus  shall
      constitute sufficient notice.

      (c)   Under  the  Plan,  payments  may  be  made  to  Insurance  Company
      Recipients:   (i)  by  OppenheimerFunds,   Inc.  ("OFI")  from  its  own
      resources  (which may include  profits  derived from the advisory fee it
      receives  from the Fund),  or (ii) by the  Distributor  (a subsidiary of
      OFI), from its own resources.

4.    Selection  and  Nomination  of  Trustees.  While this Plan is in effect,
the selection or  replacement  of  Independent  Trustees and the nomination of
those persons to be Trustees of the Trust who are not "interested  persons" of
the Fund or the Trust shall be committed to the discretion of the  Independent
Trustees.   Nothing  herein  shall  prevent  the  Independent   Trustees  from
soliciting  the  views or the  involvement  of  others  in such  selection  or
nomination  if the final  decision on any such  selection  and  nomination  is
approved by a majority of the incumbent Independent Trustees.

5.    Reports.  While  this  Plan is in  effect,  the  Treasurer  of the Trust
shall  provide at least  quarterly a written  report to the Trust's  Board for
its review,  detailing  the amount of all payments  made under this Plan,  and
the purposes for which the payments  were made.  The reports shall be provided
quarterly,  and shall state  whether all  provisions of Section 3 of this Plan
have been complied with.

6.    Related  Agreements.  Any  agreement  related  to this Plan  shall be in
writing and shall  provide that:  (i) such  agreement may be terminated at any
time,  without  payment  of  any  penalty,  by  vote  of  a  majority  of  the
Independent  Trustees or by a vote of the holders of a "majority"  (as defined
in the 1940 Act) of the Fund's  outstanding voting Service Shares, on not more
than sixty days written notice to any other party to the agreement;  (ii) such
agreement shall  automatically  terminate in the event of its "assignment" (as
defined in the 1940 Act);  (iii) it shall go into  effect  when  approved by a
vote of the Board  and its  Independent  Trustees  cast in person at a meeting
called for the purpose of voting on such agreement;  and (iv) it shall, unless
terminated  as herein  provided,  continue in effect from year to year only so
long as such  continuance  is  specifically  approved at least annually by the
Board and its Independent  Trustees cast in person at a meeting called for the
purpose of voting on such continuance.


7.    Effectiveness,  Continuation,  Termination and Amendment.  This Plan has
been  approved  by a vote of the  Independent  Trustees  cast in  person  at a
meeting  called on October 28, 2005 for the purpose of voting on this Plan and
replaces the prior  Distribution and Service Plan and Agreement for the Fund's
Service Shares.  Unless terminated as hereinafter  provided, it shall continue
in effect until renewed by the Board in  accordance  with Rule 12b-1 under the
1940  Act and from  year to year  thereafter  or as the  Board  may  otherwise
determine,  only so long as such continuance is specifically approved at least
annually  by the Board and its  Independent  Trustees by a vote cast in person
at a meeting called for the purpose of voting on such  continuance.  This Plan
may be  terminated  at any  time  by  vote of a  majority  of the  Independent
Trustees  or by the vote of the  holders of a  "majority"  (as  defined in the
1940 Act) of the Fund's  outstanding  voting Service  shares.  In the event of
such  termination,  the Board and its  Independent  Trustees  shall  determine
whether the  Distributor  shall be entitled to payment from the Fund of all or
a portion of the Service Fee in respect of Shares sold prior to the  effective
date of such termination.  This Plan may not be amended to increase materially
the  amount  of  payments  to  be  made   without   approval  of  the  Service
Shareholders,  in the manner described above, and all material amendments must
be approved by a vote of the Board and of the Independent Trustees.

8.    Disclaimer  of  Shareholder  and  Trustee  Liability.   The  Distributor
understands  that the obligations of the Trust under this Plan are not binding
upon any Trustee or shareholder of the Trust or the Fund personally,  but bind
only the Fund and the Fund's  property.  The  Distributor  represents  that it
has  notice  of the  provisions  of  the  Declaration  of  Trust  of the  Fund
disclaiming  shareholder and Trustee  liability for acts or obligations of the
Trust and the Fund.


                        Oppenheimer Variable Account Funds
                        on behalf of Oppenheimer Value Fund/VA



                        By:   /s/ Kathleen T. Ives
                              Kathleen  T.  Ives,  Assistant Secretary


                        OppenheimerFunds Distributor, Inc.



                        By:   /s/ James H. Ruff
                              James H. Ruff, President