OPPENHEIMER VARIABLE ACCOUNT FUNDS

                           Supplement Dated July 28, 1994 to the Prospectus
                                           Dated May 1, 1994

                                                   

       On or about July 28, 1994, a Proxy Statement will be mailed to
persons entitled to vote at the Special Shareholders Meeting to be held
August 23, 1994.  The Proxy Statement includes two proposals that, if
approved at that meeting, will:

       (1)    Amend the Investment Advisory Agreements.  Under a proposal to
be submitted at the Meeting, new Investment Advisory Agreements would be
adopted that would increase management fees paid by each Fund.  

       (2)    Amend Fundamental Investment Policies.  Each Fund other than
Strategic Bond Fund presently has fundamental investment policy
limitations on hedging, writing covered calls, purchasing commodities and
investments on margin, and short sales against-the-box.  Under the
proposal to be submitted at the Meeting, these policies will be replaced
by non-fundamental policies that will permit each Fund to make use of
certain of these investments and investment techniques.  

       Additional information on both of these proposals is in the Proxy
Statement, a copy of which may be obtained by calling Oppenheimer
Shareholder Services at 1-800-525-7048.  











July 28, 1994