OPPENHEIMER VARIABLE ACCOUNT FUNDS
Supplement dated January 3, 1995 to the Prospectus dated May 1, 1994

The Prospectus is amended as follows:

1.      The supplement dated September 1, 1994 is no longer in effect.

2.      The paragraph entitled "Writing Covered Calls" under the caption
"Special Investment Methods" is deleted and replaced with the following:

    Writing Covered Calls.  Each Fund (except Money Fund) may write
    (i.e., sell) call options ("calls") that are traded on a domestic
    securities exchange or quoted on NASDAQ, on foreign securities
    exchanges and domestic over-the-counter markets or that are traded
    on foreign over-the-counter markets.  All such calls written by the
    Funds must be "covered" while the call is outstanding (i.e., the Fund
    must own the securities subject to the call or other securities
    acceptable for applicable escrow requirements).  Calls on Futures
    (see "Hedging," below) must be covered by deliverable securities or
    by liquid assets segregated to satisfy the Futures contract.  Covered
    call writing is an attempt to enhance income through the receipt of
    premiums from expired calls and any net profits from closing purchase
    transactions.  After any such sale, up to 100% of each such Fund's
    total assets may be subject to calls.

3.      The subsection entitled "Hedging - Global Securities Fund, Strategic
Bond Fund and High Income Fund" under the caption "Special Investment
Methods" is revised as follows: (a) the first sentence of the first
paragraph is deleted and replaced with the following:

    Hedging.  For hedging purposes as a temporary defensive maneuver,
    Global Securities Fund, Capital Appreciation Fund, Growth Fund,
    Multiple Strategies Fund and Strategic Bond Fund may use Stock Index
    Futures; Bond Fund, Global Securities Fund, Strategic Bond Fund and
    High Income Fund may use Interest Rate Futures and Bond Index Futures
    (together with Stock Index Futures, referred to as "Futures), Forward
    Contracts (defined below), and call and put options on securities,
    Futures (as applicable), broadly-based indices and foreign
    currencies; Bond Fund High Income Fund and Strategic Bond Fund may
    also enter into Interest Rate Swap transactions (all of the foregoing
    are referred to as "Hedging Instruments").

    (b) The last two sentences of that same paragraph are deleted and
replaced with the following:

    The Funds will not use Futures and options on Futures for
    speculation.  The Hedging Instruments which the Funds may use are
    described below.

    (c)     The paragraphs entitled "Interest Rate Futures" and "Bond Index
Futures" are revised to include "Bond Fund" in the listing of Funds.

    (d)     The paragraph entitled "Stock Index Futures" is revised to include
"Capital Appreciation Fund," "Growth Fund," and "Multiple Strategies Fund"
in the listing of Funds.

    (e)     The paragraph entitled "Purchasing Calls on Securities and
Futures" is deleted and replaced with the following: 

    Purchasing Calls on Securities and Futures.  Each Fund may purchase
    calls on securities or on Futures that are traded on U.S. and foreign
    securities or commodities exchanges, the U.S. over-the-counter
    markets or foreign over-the-counter markets in order to protect
    against the possibility that its portfolio will not fully participate
    in an anticipated rise in value of the long-term securities market. 
    The value of debt securities underlying calls will not exceed the
    value of the portion of the Fund's portfolio invested in cash or cash
    equivalents (i.e., securities with maturities of less than one year).

    (f)     The first three sentences of the paragraph entitled "Puts on
Securities and Futures" is deleted and replaced with the following:

    Each Fund may purchase put options ("puts") which relate to
    securities (whether or not it holds such securities in its portfolio)
    or Futures.  They may also write puts on securities or Futures only
    if such puts are covered by segregated liquid assets.  None of the
    Funds will write puts if, as a result, more than 50% of its net
    assets would be required to be segregated liquid assets.

    (g)     The first sentence of the paragraph entitled "Forward Contracts"
is deleted and replaced by the following:

    Each Fund may enter into foreign currency exchange contracts
    ("Forward Contracts"), which obligate the seller to deliver and the
    purchaser to take a specific amount of foreign currency at a specific
    future date for a fixed price.

    (h)     The first sentence of the second paragraph entitled "Forward
Contracts" deletes the reference to "These three" and replaces it with
"The".

    (i)     The paragraph entitled "Interest Rate Swap Transactions" is
revised to include "Bond Fund" and "High Income Fund" in the listing of
Funds.  The fourth and sixth sentence of that paragraph is revised to
delete the reference to "Strategic Bond Fund" and replace it with "These
Funds".  The cross reference in the last sentence under that caption is
revised to refer to "Hedging--Interest Rate Swap Transactions."

    (j)     The second sentence of the paragraph entitled "Risks of Options
and Futures Trading" is deleted and replaced by the following:

    These limitations and the restrictions described in the above
    paragraph on cross hedging are not fundamental policies of the Funds.

4.      The first and second sentence of the section entitled "Short Sales
Against-the-Box" under the caption "Special Investment Methods" is deleted
and replaced with the following:

    Short Sales Against-the-Box.  Each Fund (except Money Fund) may sell
    securities short in "short sales against-the-box."  No more than 15%
    of any Fund's net assets will be held as collateral for such short
    sales at any one time.

5.      The first paragraph under the section entitled "Investment
Restrictions" is revised as follows:  (a) Investment restriction numbers
(5) and (6) are deleted and replaced with the following:

    and (5) deviate from the percentage requirements and other
    restrictions listed under "Warrants and Rights," and the first
    paragraph under "Borrowing."

(b)     The last sentence of that same paragraph is revised as follows:

    None of the percentage limitations and restrictions described above
    and in the Statement of Additional Information for the Funds with
    respect to writing covered calls, hedging, short sales and
    derivatives is a fundamental policy.

6.      The first paragraph under the caption "Management Of The Funds" is
hereby deleted and replaced with the following:

    Effective September 1, 1994, the monthly management fee payable to
    the Manager is computed separately on the net assets of each Fund as
    of the close of business each day.  The management fee rates that
    became effective that day are as follows (i) for Money Fund:  0.450%
    of the first $500 million of net assets, 0.425% of the next $500
    million, 0.400% of the next $500 million, and 0.375% of net assets
    over $1.5 billion; (ii) for Capital Appreciation Fund, Growth Fund,
    Multiple Strategies Fund, and Global Securities Fund:  0.75% of the
    first $200 million of 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 net assets over $800 million; and (iii) for High Income
    Fund, Bond Fund and Strategic Bond Fund:  0.75% of the first $200
    million of 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
    $200 million, and 0.50% of net assets over $1 billion.  The
    management fee rates in effect during the Funds' fiscal year ended
    December 31, 1993 are in Note 6 to the financial statements included
    in the Trust's Statement of Additional Information.

7.      The second paragraph and the "Management Fees" and "Total Operating
Expenses" table under the caption "Management Of The Funds" is hereby
deleted and replaced by the following:

    During the fiscal year ended December 31, 1993, the management fee
    (computed on an annualized basis as a percentage of the net assets
    of all the Funds as of the close of business each day) and the total
    operating expenses as a percentage of average net assets of each
    Fund, when restated to reflect the current management fee rates
    described above and the current limitation on expenses described in
    the Statement of Additional Information, were as follows:

                                                  Total
                                Management      Operating
        Fund                       Fees         Expenses
        _____________________________________________________________
        Money Fund                 0.45%          0.51%
        High Income Fund           0.75%          0.86%
        Bond Fund                  0.75%          0.80%
        Capital Appreciation       0.75%          0.80%
            Fund
        Growth Fund                0.75%          0.83%
        Multiple Strategies        0.75%          0.81%
           Fund
        Global Securities Fund     0.75%          0.96%
        Strategic Bond Fund (1)    0.69%          1.00%
        ____________________
        (1) Annualized. Management Fees and Total Operating Expenses
        would have been 0.75% and 1.06%, respectively, in the absence
        of the Manager's voluntary expense limitation.

8.      The second sentence of the third paragraph under "Purchase of Shares"
        is revised to read as follows:

        The offering price (and net asset value) is determined as of the
        close of The New York Stock Exchange, which is normally 4:00 P.M.,
        New York time, but may be earlier on some days. 

January 3, 1995

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Supplement dated January 3, 1995
to the Statement of Additional Information dated May 1, 1994

The Statement of Additional Information is amended as follows:

1.      The supplement dated September 1, 1994 is no longer in effect.

2.      The section entitled "Investment Objectives and Policies--Covered
Calls and Hedging" is revised as follows: (a) The first paragraph is
deleted and replaced with the following:

    As described in the Prospectus, each Fund (except Money Fund) may
    write covered calls and may also employ one or more types of Hedging
    Instruments, including the futures described in the Prospectus
    ("Futures").

    (b) In the first sentence of the second paragraph, the reference to
"High Income Fund, Global Securities Fund and Strategic Bond Funds'" is
deleted and replaced with "The Funds'".

    (c) The third sentence of that same paragraph is deleted and is
replaced with the following:

    When hedging to permit a Fund to establish a position in the
    securities markets as a temporary substitute for purchasing
    individual securities (which that Fund will normally purchase, and
    then terminate that hedging position), or to attempt to protect
    against the possibility that a Funds' portfolio securities are not
    fully included in a rise in the securities market, these Funds may:
    (i) purchase Futures, or (ii) purchase calls on such Futures or on
    securities.

    (d) In the first sentence of the third paragraph, the reference to
"High Income Fund, Global Securities Fund and Strategic Bond Fund" is
deleted and replaced with "a Fund".

    (e) In the third sentence of that same paragraph, the reference to
"High Income Fund, Global Securities Fund and Strategic Bond Fund" is
deleted and replaced with "the Funds".

3.      The section entitled "Investment Objectives and Policies--Writing
Covered Call Options" is revised as follows: (a) In the first sentence of
the first paragraph, the reference to "either High Income Fund, Capital
Appreciation Fund, Growth Fund, Multiple Strategies Fund, Global
Securities Fund or Strategic Bond Fund writes" is deleted and replaced
with "any of the Funds (except Money Fund) write".

    (b) In the first sentence of the third paragraph, the reference to
"High Income Fund, Global Securities Fund and Strategic Bond Funds" is
deleted and replaced with "The Funds".

    (c) In the second and third sentence of that same paragraph, the
reference to "one of these" is deleted and replaced with "any of the".
                       
    (d) In the first sentence of the fourth paragraph, the reference to
"High Income Fund, Global Securities Fund and Strategic Bond Fund" is
deleted and replaced with "A Fund".

4.      The section entitled "Investment Objectives and Policies--Hedging -
High Income Fund, Global Securities Fund and Strategic Bond Fund" is
revised as follows: (a) The first paragraph is deleted and replaced with
the following:

    Hedging.  Set forth below are the Hedging Instruments which the Funds
    (except Money Fund) may use.

    (b) The first sentence of the first paragraph under the sub-heading
"Purchasing Calls and Puts" is deleted and replaced with the following:

    When a Fund purchases a call (other than in a closing purchase
    transaction), it pays a premium and has the right to buy the
    underlying investment from a seller of a corresponding call on the
    same investment during the call period at a fixed exercise price.


    (c) In the first sentence of the second paragraph under the sub-heading
"Forward Contracts," the reference to "High Income Fund, Global Securities
Fund and Strategic Bond Funds" is deleted and replaced with "The Funds".

    (d) In the last sentence of that same paragraph and the first sentence
of the third, fourth and fifth paragraphs, the references to "these" are
deleted and replaced with "the".

    (e) The first sentence of the first paragraph under the sub-heading
"Interest Rate Swap Transactions" is deleted and replaced with the
following:

    The risk incurred by Bond Fund, High Income Fund and Strategic Bond
    Fund in entering into a swap agreement is twofold: interest rate risk
    and credit risk.

    (f) In the sixth sentence of that same paragraph, the reference to "The
Fund" is deleted and replaced with "These Funds".

    (g) In the first sentence of the second paragraph under the sub-heading
"Additional Information About Hedging Instruments and Their Use," the
reference to "High Income Fund, Strategic Bond Fund or Global Securities
Fund" is deleted and replaced with "a Fund".

    (h) In the first sentence of the first paragraph under the sub-heading
"Regulatory Aspects of Hedging Instruments," the reference to "High Income
Fund, Global Securities Fund and Strategic Bond Fund" is deleted and
replaced with "The Funds".

    (i) In the second and third sentences of that same paragraph, the
references to "the Fund" is deleted and replaced with "each Fund".

5.      The first sentence of the section entitled "Short Sales Against-The-
Box" is deleted and replaced with the following:

    Each Fund (except Money Fund) may sell securities short in "short
    sales against-the-box."

6.      In the second paragraph of the section entitled "Investment
Restrictions," restrictions (1), (4) and (5) are deleted and the remaining
restrictions are renumbered consecutively.

7.      The address for "Charles Conrad, Jr." in the section entitled
"Trustees and Officers" is revised as follows:  "1447 Vista del Cerro, Las
Cruces, New Mexico 88005".

8.      The second paragraph below the management fee table in the section
entitled "Investment Management Services" is revised as follows:  (a) the
following is added after the first sentence:

    Effective January 1, 1995, the Manager has voluntarily undertaken
    that the total expenses of any Fund shall not exceed 2.5% of the
    first $30 million of average net assets of that Fund, 2.0% of the
    next $70 million and 1.5% of average net assets over $100 million. 
    In addition, the Manager has voluntarily undertaken that it will
    limit the management fee charged under Strategic Bond Fund's
    Agreement so that the ordinary operating expenses of that Fund would
    not exceed 1.0% of its average net assets in any fiscal year.

    (b) The last three sentences of that same paragraph are deleted.

9.      The first sentence of the second paragraph under the caption
"Determination of Net Asset Value Per Share" is revised to read as
follows:

    The net asset value per share of each Fund is determined as of the
    close of The New York Stock Exchange (the "NYSE") on each day that the
    NYSE is open (a "regular business day") by dividing the value of the
    Fund's net assets by the number of shares outstanding.  The NYSE
    normally closes at 4:00 P.M. New York time, but may close earlier on
    some days (for example, in case of weather emergencies or on days
    falling before a holiday).





January 3, 1995