OPPENHEIMER VARIABLE ACCOUNT FUNDS
                    Supplement dated September 30, 1994
                    to the Prospectus dated May 1, 1994


The Prospectus is amended as follows:

1.    The section captioned "Forward Contracts" on pages 22-23 is deleted
and replaced with the following:

   Forward Contracts  
   Each Fund, other than Money 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.  The Funds
   may enter into a Forward Contract in order to "lock in" the U.S.
   dollar price of a security denominated in a foreign currency which
   it has purchased or sold but which has not yet settled, or to
   protect against a possible loss resulting from an adverse change in
   the relationship between the U.S. dollar and a foreign currency. 
   There is a risk that use of Forward Contracts may reduce gain that
   would otherwise result from a change in the relationship between the
   U.S. dollar and a foreign currency.  

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

   Each Fund, other than Oppenheimer Money 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, securities indices 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.

3.    The paragraph captioned "Derivatives" on page 24 is deleted and
replaced with the following:

   Derivative Investments.  Each Fund, other than Money Fund, can
   invest in a number of different kinds of "derivative investments." 
   In general, a "derivative investment" is a specially designed
   investment whose performance is linked to the performance of another
   investment or security, such as an option, future, index or
   currency.  In the broadest sense, derivative investments include
   exchange-traded options and futures contracts (see "Writing Covered
   Calls" and "Hedging"), as well as the investments discussed in this
   section.  The risks of investing in derivative investments include
   not only the ability of the company issuing the instrument to pay
   the amount due on the maturity of the instrument, but also the risk
   that the underlying investment or security might not perform the way
   the Manager expected it to perform.  The performance of derivative
   investments may also be influenced by interest rate changes in the
   U.S. and abroad.  All of this can mean that the Funds will realize
   less principal and/or income than expected.  Certain derivative
   investments held by the Fund may trade in the over-the-counter
   market and may be illiquid.  See "Restricted and Illiquid
   Securities."

      Examples of derivative investments the Funds may invest in
   include, among others, "index-linked" notes.  These are debt
   securities of companies that call for payment on the maturity of the
   note in different terms than the typical note where the borrower
   agrees to pay a fixed sum on the maturity of the note.  The payment
   on maturity of an index-linked note depends on the performance of
   one or more market indices, such as the S & P 500 Index.  Further
   examples of derivative investments the Fund may invest in include
   "debt exchangeable for common stock" of an issuer or "equity-linked
   debt securities" of an issuer. At maturity, the principal amount of
   the debt security is exchanged for common stock of the issuer or is
   payable in an amount based on the issuer's common stock price at the
   time of maturity.  In either case there is a risk that the amount
   payable at maturity will be less than the principal amount of the
   debt.  

      Other examples of derivative investments the Funds may invest in
   are currency-indexed securities.  These are typically short-term or
   intermediate-term debt securities whose maturity values or interest
   rates are determined by reference to one or more specified foreign
   currencies.  Certain currency-indexed securities purchased by the
   Fund may have a payout factor tied to a multiple of the movement of
   the U.S. dollar (or the foreign currency in which the security is
   denominated) against the movement in the U.S. dollar, the foreign
   currency, another currency, or an index.  Such securities may be
   subject to increased principal risk and increased volatility than
   comparable securities without a payout factor in excess of one, but
   the Manager believes the increased yield justifies the increased
   risk.  



September 30, 1994                                    PS999