OPPENHEIMER VARIABLE ACCOUNT FUNDS
Supplement dated December 4, 1995 to the
Prospectus dated May 1, 1995

The prospectus is amended as follows:

1.   The supplement dated July 1, 1995 to the Prospectus dated May 1, 1995
is hereby replaced.

2.   The third sentence under the paragraph captioned "Overview of the
     Funds - Who Manages the Funds?" is revised to state that the
     Portfolio Managers for Growth & Income Fund are Robert C. Doll, Jr.,
     Bruce Bartlett and Diane L. Sobin and the portfolio manager for
     Global Securities Fund is William Wilby.  

3.   The fifth, sixth and seventh sentences in the paragraph entitled "How
the Funds are Managed - Portfolio Managers" are revised to read as
follows:

     The Portfolio Manager of Global Securities Fund is William
     Wilby.  He is a Senior Vice President of the Manger and, as of
     December 4, 1995, is the person principally responsible for the
     day-to-day management of the Fund's portfolio.  During the past
     five years, Mr. Wilby has also served as an officer and
     portfolio manager for other Oppenheimer funds, prior to which
     he was an international investment strategist at Brown Brothers
     Harriman & Co., and a Managing Director and Portfolio Manager
     at AIG Global Investors.

     The seventeenth, eighteenth, nineteenth and twentieth sentences of
that same paragraph are revised to read as follows:

     The Portfolio Managers of Growth & Income Fund are Robert C.
     Doll, Jr., Bruce Bartlett and Diane L. Sobin.  They will be the
     persons principally responsible for the day-to-day management
     of that Fund after its inception in July, 1995.  Each of the
     Growth & Income Fund Portfolio Managers are officers of other
     OppenheimerFunds.  Mr. Doll is an Executive Vice President and
     Director of Equity Investments of the Manager.  During the past
     five years, Mr. Bartlett, a Vice President of the Manager, was
     previously a Vice President and Senior Portfolio Manager with
     First of America Investment Corporation.  During the past five
     years, Ms. Sobin, a Vice President of the Manager, was
     previously a Vice President and Senior Portfolio Manager with
     Dean Witter InterCapital, Inc.

December 4, 1995                                        PS0600.006