OppenheimerFunds, Inc.

Two World Financial Center

225 Liberty Street

New York, New York 10281

March 16, 2012

VIA EDGAR

Securities and Exchange Commission

Mail Stop 0-7, Filer Support

6432 General Green Way

Alexandria, Virginia 22312

Re: Registration Statement on Form N-14/A for Oppenheimer Variable Account Funds, with respect to Oppenheimer Main Street Fund/VA and Proxy Materials for Panorama Series Fund, Inc., with respect to Growth Portfolio (“Panorama Growth”) SEC File No. 333-179585

To the Securities and Exchange Commission:

Enclosed for filing with the Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended (the "1933 Act"), is Pre-effective Amendment No. 1 to the Registration Statement on Form N-14 (the "Registration Statement") of Oppenheimer Variable Account Funds, with respect to its series Oppenheimer Main Street Fund/VA (“Main Street/VA” or the “Registrant”). This Pre-Effective Amendment is being filed to revise disclosure to respond to Commission staff comments and update information to reflect the audit of the Funds’ financial statements.

In separate correspondence included in this filing, Oppenheimer Variable Account Funds and OppenheimerFunds Distributor Inc., the distributor of Main Street/VA’s shares, are requesting that effectiveness of the Registration Statement be accelerated to March 19, 2012. The solicitation of Panorama Growth shareholders is expected to commence shortly thereafter.

In accordance with the general instructions to Form N-14, the preliminary proxy material which forms a part of the Registration Statement is deemed to be filed pursuant to the Securities Exchange Act of 1934, as amended.  No filing fee is due because the Registrant previously filed a declaration to register an indefinite number of shares pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.  In accordance with the instructions to Item 14(a)2 of Form N-1, pro forma financials for the Registrant reflecting the effect of the proposed reorganization are not included because the net asset value of Panorama Growth does not exceed ten (10) percent of the Main Street/VA’s net asset value.

The undersigned hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Staff is requested to address any comments or questions you may have on this filing to the undersigned at:

OppenheimerFunds, Inc.

Two World Financial Center

225 Liberty Street New York, NY  10281

Tel.: 212-323-5089

Fax: 212-323-4070

nvann@oppenheimerfunds.com

Thank you for your assistance.

Sincerely,

/s/ Nancy S. Vann

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Nancy S. Vann

Vice President and Associate Counsel

cc:           Deborah Skeens, Esq., Securities and Exchange Commission

K & L Gates LLP

KPMG LLP

Gloria LaFond