485APOS

                                             Registration No. 2-93177
                                             File No. 811-4108

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
                                                            
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          / X /
                                                            
                                                            
      PRE-EFFECTIVE AMENDMENT NO. __                             /   /
                                                            
                                                            
      POST-EFFECTIVE AMENDMENT NO. 26                            / X /
                                                            
and/or
                                                            
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  / X /
                                                            
                                                            
      AMENDMENT NO. 23                                        / X /     
                                                            

OPPENHEIMER VARIABLE ACCOUNT FUNDS
(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street, Denver, Colorado 80231
(Address of Principal Executive Offices)

303-671-3200
(Registrant's Telephone Number)

ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate
box):

     /   /  Immediately upon filing pursuant to paragraph (b)

   /   /   On _________________, pursuant to paragraph (b)

   /   /  60 days after filing pursuant to paragraph (a)(i)

   /   /  On __________________, pursuant to paragraph (a)(i)

   / x /  75 days after filing pursuant to paragraph (a)(2)
 
   /   /  On ______________, pursuant to paragraph (a)(2)
          of Rule 485

The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940.  A Rule 24f-2 Notice for the Registrant's
fiscal year ended December 31, 1994, will be filed by March 1, 1995.     



                                                    FORM N-1A

                                       OPPENHEIMER VARIABLE ACCOUNT FUNDS

                                              Cross Reference Sheet

Part A of
Form N-1A
Item No.    Prospectus Heading
- ---------   ------------------
    1       Front Cover Page
2           Overview of the Funds
3           Financial Highlights; Performance of the Funds
4            Front Cover Page; How the Funds are Managed--Organization and 
            History; Investment Objectives and Policies; Investment     
            Restrictions
5           How the Funds are Managed; Expenses; Back Cover
5A          Performance of the Funds
6           How the Funds are Managed - Organization and History; The   
            Transfer Agent; Dividends, Capital Gains and Taxes; Investment 
            Objectives and Policies
8           How to Sell Shares
9           *

Part B of
Form N-1A
Item No.   Statement of Additional Information Heading
- ---------  -------------------------------------------
10         Cover Page
11         Cover Page
12         *
13          Investment Objectives and Policies; Other Investment        
            Techniques and Strategies; Additional Investment Restrictions
14         How the Funds are Managed--Trustees and Officers of the Funds
15         How the Funds are Managed-- Major Shareholders
16         How the Funds are Managed
17         Brokerage Policies of the Funds
18         Additional Information About the Funds
19         Your Investment Account - How to Buy Shares; How to Sell     
           Shares
20         Dividends, Capital Gains and Taxes
21         How the Funds are Managed; Brokerage Policies of the Funds
22         Performance of the Funds
23         Financial Statements     
______________

* Not applicable or negative answer.



OPPENHEIMER VARIABLE ACCOUNT FUNDS
    Prospectus dated May 1, 1995     


    OPPENHEIMER VARIABLE ACCOUNT FUNDS (the "Trust") is a diversified
open-end investment company consisting of nine separate funds
(collectively, the "Funds"):     

OPPENHEIMER MONEY FUND ("Money Fund") seeks the maximum current income
from investments in "money market" securities consistent with low capital
risk and the maintenance of liquidity.  Its shares are neither insured nor
guaranteed by the U.S. government, and there is no assurance that this
Fund will be able to maintain a stable net asset value of $1.00 per share.

OPPENHEIMER HIGH INCOME FUND ("High Income Fund") seeks a high level of
current income from investment in high yield fixed-income securities. 
High Income Fund's investments include unrated securities or high risk
securities in the lower rating categories, commonly known as "junk bonds,"
which are subject to a greater risk of loss of principal and nonpayment
of interest than higher-rated securities.  These securities may be
considered to be speculative.

OPPENHEIMER BOND FUND ("Bond Fund") primarily seeks a high level of
current income from investment in high yield fixed-income securities rated
"Baa" or better by Moody's or "BBB" or better by Standard & Poor's. 
Secondarily, this Fund seeks capital growth when consistent with its
primary objective.

OPPENHEIMER CAPITAL APPRECIATION FUND ("Capital Appreciation Fund") seeks
to achieve capital appreciation by investing in "growth-type" companies.

OPPENHEIMER GROWTH FUND ("Growth Fund") seeks to achieve capital
appreciation by investing in securities of well-known established
companies.

OPPENHEIMER MULTIPLE STRATEGIES FUND ("Multiple Strategies Fund") seeks
a total investment return (which includes current income and capital
appreciation in the value of its shares) from investments in common stocks
and other equity securities, bonds and other debt securities, and "money
market" securities.

    OPPENHEIMER INCOME & GROWTH FUND ("Income & Growth Fund") seeks a high
total return (which includes current income and capital appreciation in
the value of its shares) from equity and debt securities.  From time to
time this Fund may focus on small to medium capitalization common stocks,
bonds and convertible securities.     

OPPENHEIMER GLOBAL SECURITIES FUND ("Global Securities Fund") seeks long-
term capital appreciation by investing a substantial portion of assets in
securities of foreign issuers, "growth-type" companies, cyclical
industries and special situations which are considered to have
appreciation possibilities.  Current income is not an objective.  These
securities may be considered to be speculative.

OPPENHEIMER STRATEGIC BOND FUND ("Strategic Bond Fund") seeks a high level
of current income principally derived from interest on debt securities and
seeks to enhance such income by writing covered call options on debt
securities.  The Fund intends to invest principally in: (i) foreign
government and corporate debt securities, (ii) U.S. Government securities,
and (iii) lower-rated high yield domestic debt securities, commonly known
as "junk bonds", which are subject to a greater risk of loss of principal
and nonpayment of interest than higher-rated securities.  These securities
may be considered to be speculative.

        Shares of the Funds are sold only to provide benefits under variable
life insurance policies and variable annuity contracts (collectively, the
"Accounts").  The Accounts invest in shares of one or more of the Funds
in accordance with allocation instructions received from Account owners. 
Such allocation rights are further described in the accompanying Account
Prospectus.  Shares are redeemed to the extent necessary to provide
benefits under an Account.

        This Prospectus explains concisely what you should know before
investing in the Trust and the Funds.  Please read this Prospectus
carefully and keep it for future reference.  You can find more detailed
information about the Funds in the May 1, 1995 Statement of Additional
Information.  For a free copy, call Oppenheimer Shareholder Services, the
Funds' Transfer Agent, at 1-800-525-7048, or write to the Transfer Agent
at the address on the back cover.  The Statement of Additional Information
has been filed with the Securities and Exchange Commission and is
incorporated into this Prospectus by reference (which means that it is
legally part of this Prospectus).     

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



    Contents
Page


About the Funds
Overview of the Funds
Financial Highlights
Investment Objectives and Policies
How the Funds are Managed
Performance of the Funds

About Your Account
How to Buy Shares
How to Sell Shares
Dividends, Capital Gains and Taxes
Appendix A: Description of Terms
Appendix B: Description of Securities Ratings     


    A Brief Overview of the Funds

        Some of the important facts about the Funds are summarized below,
with references to the section of this Prospectus where more complete
information can be found.  You should carefully read the entire Prospectus
before making a decision about investing.  Keep the Prospectus for
reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.

        -  What Are the Funds' Investment Objectives?  The Money Fund's
investment objective is to seek current income from investments in "money
market" securities consistent with low capital risk and the maintenance
of liquidity.  The High Income Fund's investment objective is to seek a
high level of current income from investment in high yield fixed-income
securities.  The Bond Fund's investment objective is to seek a high level
of current income from investment in high yield fixed-income securities
rate "baa" or better by Moody's or "BBB" or better by Standard & Poor's. 
As a secondary investment objective, the Bond Fund seeks capital growth
when consistent with its primary objective.  The Capital Appreciation
Fund's investment objective is to achieve capital appreciation by
investing in "growth-type" companies.  The Growth Fund's investment
objective is to seek to achieve capital appreciation by investing in
securities of well-known established companies.  The Multiple Strategies
Fund's investment objective is to seek a total investment return (which
includes current income and capital appreciation in the value of its
shares) from investment in common stocks and other equity securities,
bonds and other debt securities, and "money market" securities.  The
Income & Growth Fund's investment objective is to seek a total return
(which includes current income and capital appreciation in the value of
its shares) from equity and debt securities.  This Fund will focus on
small to medium capitalization common stocks, bonds and convertible
securities.  The Global Securities Fund's investment objective is to seek
long-term capital appreciation by investing a substantial portion of
assets in securities of foreign issuers, "growth-type" companies, cyclical
industries and special situations which are considered to have
appreciation possibilities.  The Strategic Bond Fund's investment
objective is to seek a high level of current income principally derived
from interest on debt securities and seeks to enhance such income by
writing covered call options on debt securities.

        -  What Do the Funds Invest In?  To seek their respective investment
objectives, the Funds invest as follows.  The Money Fund primarily invests
in money market securities.  The High Income Fund primarily invests in
high yield fixed-income securities, including unrated securities or high
risk securities in the lower rating categories, commonly known as "junk
bonds."  The Bond Fund primarily invests in high yield fixed-income
securities rated "Baa" or better by Moody's or "BBB" or better by Standard
& Poor's.  The Capital Appreciation Fund primarily invests in "growth-
type" companies.  The Growth Fund primarily invests in securities of well-
known established companies.  The Multiple Strategies Fund primarily
invests in common stocks and other equity securities, bonds and other debt
securities, and money market securities.  The Income & Growth Fund is a
new fund that will primarily invest in equity and debt securities and
focus from time to time on small to medium capitalization issues.  The
Global Securities Fund primarily invests in securities of foreign issuers,
"growth-type" companies, cyclical industries and special situations.  The
Strategic Bond Fund primarily invests in foreign government and corporate
debt securities, U.S. Government securities, and lower-rated high yield
domestic debt securities, commonly know as "junk bonds."  These
investments are more fully explained for each Fund in "Investment
Objectives and Policies," starting on page ___.     

        -  Who Manages the Funds?  The Funds' investment adviser is
Oppenheimer Management Corporation, which (including a subsidiary) advises
investment company portfolios having over $29 billion in assets.  Each
Fund's portfolio manager is primarily responsible for the selection of
securities of that Fund.  The portfolio managers are as follows: for Money
Fund, Arthur Zimmer; for High Income Fund, Bond Fund, Multiple Strategies
Fund and Strategic Bond Fund, David Negri (joined by Richard Rubinstein
for Multiple Strategies Fund and by Arthur Steinmetz for Strategic Bond
Fund); for Capital Appreciation Fund, Paul LaRocco; for Growth Fund, Jane
Putnam; for Global Securities Fund, George Evans; and for Income & Growth
Fund, John Wallace.  The Manager is paid an advisory fee by each Fund,
based on its assets.  The Trust's Board of Trustees, elected by
shareholders, oversees the investment adviser and the portfolio manager. 
Please refer to "How The Funds Are Managed," starting on page ____ for
more information about the Manager and its fees.

        -  How Risky Are The Funds?  Different types of investments have
risks that differ in type and magnitude.  Equity investments are generally
subject to the risk that values will fluctuate as a result of changing
expectations for the economy and individual issuers.  For both equity and
income investments, foreign investments are subject to the risk of adverse
currency fluctuation and other risks and expenses in comparison to
domestic investments.  In comparing levels of risk among the equity funds,
Growth Fund is most conservative, followed by Multiple Strategies Fund,
Income & Growth Fund, Capital Appreciation Fund and Global Securities
Fund.  Fixed-income investments are generally subject to the risk that
values will fluctuate with inflation, with lower-rated fixed-income
investments being subject to a greater risk that the issuer will default
in its interest or principal payment obligations.  In comparing levels of
risk among the fixed-income funds, Bond Fund is most conservative,
followed by Strategic Bond Fund and High Income Fund.  Money Fund is most
conservative of all nine Funds in that Money Fund intends to maintain a
stable net asset value, although there is no assurance that it will be
able to do so.

        -  How Can I Buy or Sell Shares?  Shares of each Fund are offered
only for purchase by Accounts as an investment medium for variable life
insurance policies and variable annuity contracts.  Account owners should
refer to the accompanying account prospectus on how to buy or sell shares
of the Funds.

        -  How Have the Funds Performed?  Money Fund, High Income Fund, Bond
Fund and Strategic Bond Fund measure their performance by quoting their
yields.   All of the Funds with the exception of Money Fund may measure
their performance by quoting average annual total return and cumulative
total return, which measure historical performance.  Those returns can be
compared to the returns (over similar periods) of other funds.  Of course,
other funds may have different objectives, investments, and levels of
risk.  The performance of all but two of the Funds can also be compared
to broad market indices, which we have done on page ___.  Please remember
that past performance does not guarantee future results.     



    Financial Highlights


        The table on this page presents selected financial information,
including per share data and expense ratios and other data about all the
Funds (except Income & Growth Fund, which did not commence operations
until after December 31, 1994).  The information is based on each such
Fund's average net assets.  This information has been audited by Deloitte
& Touche LLP, the Fund's independent auditors, whose report on the Funds'
financial statements for the fiscal year ended December 31, 1994, is
included in the Statement of Additional Information.     


                                   

    Investment Objectives and Policies     

Investment Policies - Money Fund.  The Securities and Exchange Commission
Rule 2a-7 ("Rule 2a-7") of the Investment Company Act of 1940 (the
"Investment Company Act") places restrictions on a money market fund's
investments.  Under Rule 2a-7, Money Fund may purchase only "Eligible
Securities," as defined below, that the Trust's Board of Trustees has
determined have minimal credit risk.  An "Eligible Security" is (a) a
security that has received a rating in one of the two highest short-term
rating categories by any two "nationally-recognized statistical rating
organizations" as defined in Rule 2a-7 ("Rating Organizations"), or, if
only one Rating Organization has rated that security, by that Rating
Organization, or (b) an unrated security that is judged by the Trust's
investment adviser, Oppenheimer Management Corporation (the "Manager") to
be of comparable quality to investments that are "Eligible Securities"
rated by Rating Organizations.  Rule 2a-7 permits Money Fund to purchase
"First Tier Securities," which are Eligible Securities rated in the
highest category for short-term debt obligations by at least two Rating
Organizations, or, if only one Rating Organization has rated a particular
security, by that Rating Organization, or comparable unrated securities. 
Under Rule 2a-7, Money Fund may invest only up to 5% of its assets in
"Second Tier Securities," which are Eligible Securities that are not
"First Tier Securities."  In addition to the overall 5% limit on Second
Tier Securities, Money Fund may not invest (i) more than 5% of its total
assets in the securities of any one issuer (other than the U.S.
Government, its agencies or instrumentalities) or (ii) more than 1% of its
total assets or $1 million (whichever is greater) in Second Tier
Securities of any one issuer.  The Trust's Board must approve or ratify
the purchase of Eligible Securities that are unrated or are rated by only
one Rating Organization.  Additionally, under Rule 2a-7, Money Fund must
maintain a dollar-weighted average portfolio maturity of no more than 90
days, and the maturity of any single portfolio investment may not exceed
397 days.  The Trust's Board has adopted procedures under Rule 2a-7
pursuant to which the Board has delegated to the Manager the
responsibility of conforming Money Fund's investments with the
requirements of Rule 2a-7 and those Procedures.

        Ratings at the time of purchase will determine whether securities may
be acquired under the above restrictions.  The rating restrictions
described in this Prospectus do not apply to banks in which the Trust's
cash is kept.  Subsequent downgrades in ratings may require reassessments
of the credit risk presented by a security and may require their sale. 
See "Investment Objective and Policies -- Money Fund" in the Statement of
Additional Information for further details.

        The Trust intends to exercise due care in the selection of portfolio
securities.  However, a risk may exist that the issuers of Money Fund's
portfolio securities may not be able to meet their duties and obligations
on interest or principal payments at the time called for by the
instrument.  There is also the risk that because of a redemption demand
greater than anticipated by management, some of Money Fund's portfolio may
have to be liquidated prior to maturity at prices less than the original
cost or maturity value.  Any of these risks, if encountered, could cause
a reduction in the net asset value of Money Fund's shares.  

        The types of instruments that will form the major part of Money
Fund's investments are certificates of deposit, bankers' acceptances,
commercial paper, U.S. Treasury bills, securities of U.S. government
agencies or instrumentalities and other debt instruments (including bonds)
issued by corporations, including variable and floating rate instruments,
and variable rate master demand notes.  Some of such instruments may be
supported by letters of credit or may be subject to repurchase
transactions (described below).  Except as described below, Money Fund
will purchase certificates of deposit or bankers' acceptances only if
issued or guaranteed by a domestic bank subject to regulation by the U.S.
Government or of a foreign bank having total assets at least equal to U.S.
$1 billion.  Money Fund may invest in certificates of deposit of up to
$100,000 of a domestic bank if such certificates of deposit are fully
insured as to principal by the Federal Deposit Insurance Corporation.  For
purposes of this section, the term "bank" includes commercial banks,
savings banks, and savings and loan associations and the term "foreign
bank" includes foreign branches of U.S. banks (issuers of "Eurodollar"
instruments), U.S. branches and agencies of foreign banks (issuers of
"Yankee dollar" instruments) and foreign branches of foreign banks.  Money
Fund also may purchase obligations issued by other entities if they are:
(i) guaranteed as to principal and interest by a bank or corporation whose
certificates of deposit or commercial paper may otherwise be purchased by
Money Fund, or (ii) subject to repurchase agreements (explained below),
if the collateral for the agreement complies with Rule 2a-7.  In addition,
the Fund may also invest in other types of securities described above in
accordance with the requirements of the rule.  For further information,
see  "Foreign Securities" and "Investment Restrictions" below.  See
Appendix A below and "Investment Objectives and Policies" in the Statement
of Additional Information for further information on the investments which
Money Fund may make.  See Appendix B below for a description of the rating
categories of the Rating Organizations. 

Investment Policies - High Income Fund, Bond Fund and Strategic Bond Fund. 

High Income Fund.  The objective of High Income Fund is to earn a high
level of current income by investing primarily in a diversified portfolio
of high yield, fixed-income securities (long-term debt and preferred stock
issues, including convertible securities) believed by the Manager not to
involve undue risk.  The Fund may also acquire participation interests in
loans that are made to corporations (see Participation Interests," below). 
High Income Fund's investment policy is to assume certain risks (discussed
below) in seeking high yield, which is ordinarily associated with high
risk securities, commonly known as "junk bonds," in the lower rating
categories of the established securities ratings services (i.e.,
securities rated "Baa" or lower by Moody's Investor Service, Inc.
("Moody's") or "BBB" or lower by Standard & Poor's Corporation ("Standard
& Poor's")), and unrated securities.  The investments in which High Income
Fund will invest principally will be in the lower rating categories; it
may invest in securities rated as low as "C" by Moody's or "D" by Standard
& Poor's.  Such ratings indicate that the obligations are speculative in
a high degree and may be in default.  Appendix B of this Prospectus
describes these rating categories.  

     High Income Fund is not obligated to dispose of securities whose
issuers subsequently are in default or if the rating is subsequently
downgraded.  High Income Fund may invest, without limit, in unrated
securities if such securities offer, in the opinion of the Manager, yields
and risks comparable to rated securities.  Risks of high yield securities
are discussed under "Risk Factors" below.  High Income Fund's portfolio
at December 31, 1994 contained domestic and foreign corporate bonds in the
following rating categories as rated by Standard & Poor's (the percentages
relate to the weighted average value of the bonds in each rating category
as a percentage of that Fund's total assets): ____________.  If a bond was
not rated by Standard & Poor's but was rated by Moody's, it is included
in the comparable category.  The Manager will not rely principally on the
ratings assigned by rating services.  The Manager's analysis may include
consideration of the financial strength of the issuer, including its
historic and current financial condition, the trading activity in its
securities, present and anticipated cash flow, estimated current value of
assets in relation to historical cost, the issuer's experience and
managerial expertise, responsiveness to changes in interest rates and
business conditions, debt maturity schedules, current and future borrowing
requirements, and any change in the financial condition of the issuer and
the issuer's continuing ability to meet its future obligations.  The
Manager also may consider anticipated changes in business conditions,
levels of interest rates of bonds as contrasted with levels of cash
dividends, industry and regional prospects, the availability of new
investment opportunities and the general economic, legislative and
monetary outlook for specific industries, the nation and the world.     

Bond Fund.  Bond Fund's primary objective is also to earn a high level of
current income by investing primarily in a diversified portfolio of high
yield fixed-income securities.  As a secondary objective, Bond Fund seeks
capital growth when consistent with its primary objective.  As a matter
of non-fundamental policy, Bond Fund will, under normal market conditions,
invest at least 65% of its total assets in bonds.  Bond Fund will invest
only in securities rated "Baa" or better by Moody's or "BBB" or better by
Standard & Poor's.  However, Bond Fund is not obligated to dispose of
securities if the rating is reduced, and therefore will from time to time
hold securities rated lower than "Baa" by Moody's or "BBB" by Standard &
Poor's.

Strategic Bond Fund.  The investment objective of Strategic Bond Fund is
to seek a high level of current income principally derived from interest
on debt securities and to enhance such income by writing covered call
options on debt securities.  Although the premiums received by Strategic
Bond Fund from writing covered calls are a form of capital gain, the Fund
will not make investments in securities with the objective of seeking
capital appreciation.  

        The Fund intends to invest principally in: (i) lower-rated high yield
domestic debt securities; (ii) U.S. Government securities, and (iii)
foreign government and corporate debt securities.  Under normal
circumstances, the Fund's assets will be invested in each of these three
sectors.  However, Strategic Bond Fund may from time to time invest up to
100% of its total assets in any one sector if, in the judgment of the
Manager, the Fund has the opportunity of seeking a high level of current
income without undue risk to principal.  Accordingly, the Fund's
investments should be considered speculative.  Distributable income will
fluctuate as the Fund assets are shifted among the three sectors. 

        - High Yield Securities.  The higher yields and high income sought
by Strategic Bond Fund are generally obtainable from securities in the
lower rating categories of the established rating services, commonly known
as "junk bonds."  Such securities are rated "Baa" or lower by Moody's or
"BBB" or lower by Standard & Poor's.  Strategic Bond Fund may invest in
securities rated as low as "C" by Moody's or "D" by Standard & Poor's. 
Such ratings indicate that the obligations are speculative in a high
degree and may be in default.  Risks of high yield, high risk securities
are discussed under "Risk Factors" below.  Strategic Bond Fund's portfolio
at December 31, 1994, contained securities in the following rating
categories as rated by Standard & Poor's (the percentages relate to the
weighted average of the bonds in each rating category as a percentage of
that Fund's total assets): ______________.  Strategic Bond Fund is not
obligated to dispose of securities whose issuers subsequently are in
default or if the rating of such securities is reduced.  Appendix B of
this Prospectus describes these rating categories.  Strategic Bond Fund
may also invest in unrated securities which, in the opinion of the
Manager, offer yields and risks comparable to those of securities which
are rated.     

        - International Securities.  The Fund may invest in foreign
government and foreign corporate debt securities (which may be denominated
in U.S. dollars or in non-U.S. currencies) issued or guaranteed by foreign
corporations, certain supranational entities (such as the World Bank) and
foreign governments (including political subdivisions having taxing
authority) or their agencies or instrumentalities.  These investments may
include (i) U.S. dollar-denominated debt obligations known as "Brady
Bonds," which are issued for the exchange of existing commercial bank
loans to foreign entities for new obligations that are generally
collateralized by zero coupon Treasury securities having the same
maturity, (ii) debt obligations such as bonds (including sinking fund and
callable bonds), (iii) debentures and notes (including variable rate and
floating rate instruments), and (iv) preferred stocks and zero coupon
securities.  Further information about investments in foreign securities
is set forth below under "Special Investment Methods - Foreign
Securities."  

        - U.S. Government Securities.  U.S. Government Securities are debt
obligations issued by or guaranteed by the United States Government or one
of its agencies or instrumentalities.  Although U.S. Government Securities
are considered among the most creditworthy of fixed-income investments and
their yields are generally lower than the yields available from corporate
debt securities, the values of U.S. Government Securities (and of fixed-
income securities generally) will vary inversely to changes in prevailing
interest rates.  To compensate for the lower yields available on U.S.
Government securities, Strategic Bond Fund will attempt to augment these
yields by writing covered call options against them.  See "Writing Covered
Calls," below.  Certain of these obligations, including U.S. Treasury
notes and bonds, and mortgage-backed securities guaranteed by the
Government National Mortgage Association ("Ginnie Maes"), are supported
by the full faith and credit of the United States.  Certain other U.S.
Government Securities, issued or guaranteed by Federal agencies or
government-sponsored enterprises, are not supported by the full faith and
credit of the United States.  These latter securities may include
obligations supported by the right of the issuer to borrow from the U.S.
Treasury, such as obligations of Federal Home Loan Mortgage Corporation
("Freddie Macs"), and obligations supported by the credit of the
instrumentality, such as Federal National Mortgage Association bonds
("Fannie Maes").  U.S. Government Securities in which the Fund may invest
include zero coupon U.S. Treasury securities, mortgage-backed securities
and money market instruments. 

        Zero coupon Treasury securities are: (i) U.S. Treasury notes and
bonds which have been stripped of their unmatured interest coupons and
receipts; or (ii) certificates representing interests in such stripped
debt obligations or coupons.  Because a zero coupon security pays no
interest to its holder during its life or for a substantial period of
time, it usually trades at a deep discount from its face or par value and
will be subject  to greater fluctuations of market value in response to
changing interest rates than debt obligations of comparable maturities
which make current distributions of interest.  Because the Fund accrues
taxable income from these securities without receiving cash, the Fund may
be required to sell portfolio securities in order to pay cash dividends
or to meet redemptions.  The Fund may invest up to 50% of its total assets
at the time of purchase in zero coupon securities issued by either
corporations or the U.S. Treasury.  

        - Domestic Securities.  The Fund's investments in domestic securities
may include preferred stocks, participation interests and zero coupon
securities.  Domestic investments include fixed-income securities and
dividend-paying common stocks issued by domestic corporations in any
industry which may be denominated in U.S. dollars or non-U.S. currencies.

        The Fund's investments may include securities which represent
participation interests in loans made to corporations (see "Participation
Interests," below) and in pools of residential mortgage loans which may
be guaranteed by agencies or instrumentalities of the U.S. Government
(e.g. Ginnie Maes, Freddie Macs and Fannie Maes), including collateralized
mortgage-backed obligations ("CMOs"), or which may not be guaranteed. 
Such securities differ from conventional debt securities which provide for
periodic payment of interest in fixed amounts (usually semi-annually) with
principal payments at maturity or specified call dates.  Mortgage-backed
securities provide monthly payments which are, in effect, a "pass-through"
of the monthly interest and principal payments (including any prepayments)
made by the individual borrowers on the pooled mortgage loans.  The Fund's
reinvestment of scheduled principal payments and unscheduled prepayments
it receives may occur at lower rates than the original investment, thus
reducing the yield of the Fund.  CMOs in which the Fund may invest are
securities issued by a U.S. Government instrumentality or private
corporation that are collateralized by a portfolio of mortgages or
mortgage-backed securities which may or may not be guaranteed by the U.S.
Government.  The issuer's obligation to make interest and principal
payments is secured by the underlying portfolio of mortgages or mortgage-
backed securities.  Mortgage-backed securities may be less effective than
debt obligations of similar maturity at maintaining yields during periods
of declining interest rates.  

        The Fund may invest in CMOs that are "stripped"; that is, the
security is divided into two parts, one of which receives some or all of
the principal payments and the other which receives some or all of the
interest. Stripped securities that receive interest only are subject to
increased volatility due to interest rate changes, and have the additional
risk that if the principal underlying the CMO is prepaid, which is more
likely to happen if interest rates fall, the Fund will lose the
anticipated cash flow from the interest on the mortgages that were
prepaid.  See "Mortgage-Backed Securities" in the Statement of Additional
Information for more details.

        The Fund may also invest in asset-backed securities, which are
securities that represent fractional undivided interests in pools of
consumer loans and trade receivables, similar in structure to the
mortgage-backed securities in which the Fund may invest, described above. 
Payments of principal and interest are passed through to holders of asset-
backed securities and are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee
by another entity or having a priority to certain of the borrower's other
securities.  The degree of credit enhancement varies, and generally
applies to only a fraction of the asset-backed security's par value until
exhausted.  

Risk Factors.  The securities in which High Income Fund and Strategic Bond
Fund principally invest are considered speculative and involve greater
risk than lower yielding, higher rated fixed-income securities, while
providing higher yield than such securities.  Lower rated securities may
be less liquid, and significant losses could be experienced if a
substantial number of other holders of such securities decide to sell at
the same time.  Other risks may involve the default of the issuer or price
changes in the issuer's securities due to changes in the issuer's
financial strength or economic conditions.  Issuers of lower rated or
unrated securities are generally not as financially secure or creditworthy
as issuers of higher-rated securities. These Funds are not obligated to
dispose of securities when issuers are in default or if the rating of the
security is reduced.  These risks are discussed in more detail in the
Statement of Additional Information.

    Investment Policies - Capital Appreciation Fund, Growth Fund, Multiple
Strategies Fund, Income & Growth Fund and Global Securities Fund.     

Capital Appreciation Fund.  In seeking its objective of capital
appreciation, Capital Appreciation Fund will emphasize investments in
securities of "growth-type" companies.  Such companies are believed to
have relatively favorable long-term prospects for increasing demand for
their goods or services, or to be developing new products, services or
markets, and normally retain a relatively larger portion of their earnings
for research, development and investment in capital assets.  "Growth-type"
companies may also include companies developing applications for recent
scientific advances.  Capital Appreciation Fund may also invest in
cyclical industries and in "special situations" that the Manager believes
present opportunities for capital growth.  "Special situations" are
anticipated acquisitions, mergers or other unusual developments which, in
the opinion of the Manager, will increase the value of an issuer's
securities, regardless of general business conditions or market movements. 
An additional risk is present in this type of investment since the price
of the security may be expected to decline if the anticipated development
fails to occur.

Growth Fund.  In seeking its objective of capital appreciation, Growth
Fund will emphasize investments in securities of well-known and
established companies. Such securities generally have a history of
earnings and dividends and are issued by seasoned companies (having an
operating history of at least five years, including predecessors). 
Current income is a secondary consideration in the selection of Growth
Fund's portfolio securities.

Multiple Strategies Fund.  The objective of Multiple Strategies Fund is
to seek a high total investment return, which includes current income as
well as capital appreciation in the value of its shares.  In seeking that
objective, Multiple Strategies Fund may invest in equity securities
(including common stocks, preferred stocks, convertible securities and
warrants), debt securities (including bonds, participation interests,
asset-backed securities, private-label mortgage-backed securities and
CMOs, zero coupon securities and U.S. government obligations) and cash and
cash equivalents (identified above as the types of instruments in which
the Money Fund may invest).  Multiple Strategies Fund currently intends
to invest no more than 5% of its net assets in participation interests of
the same issuing bank, which shall be participation interests in senior,
fully-secured floating rate loans that are made primarily to U.S.
companies.  Multiple Strategies Fund may purchase only those participation
interests that mature in one year or less, or, if maturing in more than
one year, that have a floating rate that is automatically adjusted at
least once each year according to a specified rate for such investments,
such as a percentage of a bank's prime rate.  

        The composition of Multiple Strategies Fund's portfolio among the
different types of permitted investments will vary from time to time based
upon the Manager's evaluation of economic and market trends and perceived
relative total anticipated return from such types of securities. 
Accordingly, there is neither a minimum nor a maximum percentage of
Multiple Strategies Fund's assets that may, at any given time, be invested
in any of the types of investments identified above.  In the event future
economic or financial conditions adversely affect equity securities, it
is expected that Multiple Strategies Fund would assume a defensive
position by investing in debt securities (with an emphasis on securities
maturing in one year or less from the date of purchase), or cash and cash
equivalents.

    Income & Growth Fund.  The objective of Income & Growth Fund is to
seek a high total return, which includes current income as well as capital
appreciation in the value of its shares.  In seeking that objective,
Income & Growth Fund may invest in equity and debt securities.  Its equity
investments will include common stocks, preferred stocks, convertible
securities and warrants.  Its debt securities will include bonds,
participation interests, asset-backed securities, private-label mortgage-
backed securities and CMOs, zero coupon securities and U.S. government
obligations.  From time to time Income & Growth Fund may focus on small
to medium capitalization issuers, the securities of which may be subject
to greater price volatility than those of larger capitalized issuers.           
The composition of Income & Growth Fund's portfolio among equity and fixed-
income investments will vary from time to time based upon the Manager's
evaluation of economic and market trends and perceived relative total
anticipated return from such types of investments.  Accordingly, there is
neither a minimum nor a maximum percentage of Income & Growth Fund's
assets that may, at any given time, be invested in either type of
investment.  In the event future economic or financial conditions
adversely affect equity securities, it is expected that Income & Growth
Fund would assume a defensive position by investing in debt securities
(with an emphasis on securities maturing in one year or less from the date
of purchase).     

Global Securities Fund.  The objective of Global Securities Fund is to
seek long-term capital appreciation.  Current income is not an objective. 
In seeking its objective, the Fund will invest a substantial portion of
its invested assets in securities of foreign issuers, "growth-type"
companies (those which, in the opinion of the Manager, have relatively
favorable long-term prospects for increasing demand or which develop new
products and retain a significant part of earnings for research and
development), cyclical industries (e.g. base metals, paper and chemicals)
and special investment situations which are considered to have
appreciation possibilities (e.g., private placements of start-up
companies).  The Fund may invest without limit in "foreign securities" (as
defined below in "Special Investment Methods - Foreign Securities") and
thus the relative amount of such investments will change from time to
time.  It is currently anticipated that Global Securities Fund may invest
as much as 80% or more of its total assets in foreign securities.  Under
normal market conditions, the Fund will invest its total assets in
securities of issuers traded in markets of at least three countries (which
may include the United States).  See "Special Investment Methods -Foreign
Securities," below, for further discussion as to the possible rewards and
risks of investing in foreign securities and as to additional
diversification requirements for the Fund's foreign investments. 

        -  Can the Funds' Investment Objectives and Policies Change?  The
Funds have investment objectives, described above, as well as investment
policies each follows to try to achieve its objectives.  Additionally, the
Funds use certain investment techniques and strategies in carrying out
those investment policies.  The Funds' investment policies and techniques
are not "fundamental" unless this Prospectus or the Statement of
Additional Information says that a particular policy is "fundamental." 
Each Fund's investment objectives are fundamental policies.

        The Trust's Board of Trustees may change non-fundamental policies
without shareholder approval, although significant changes will be
described in amendments to this Prospectus. Fundamental policies are those
that cannot be changed without the approval of a "majority" of the Fund's
outstanding voting shares.  The term "majority" is defined in the
Investment Company Act to be a particular percentage of outstanding voting
shares (and this term is explained in the Statement of Additional
Information).

Other Investment Techniques and Strategies. Some of the Funds can also use
the investment techniques and strategies described below.  These
techniques involve certain risks. The Statement of Additional Information
contains more information about these practices, including limitations on
their use that are designed to reduce some of the risks.

        -  Special Risks - Borrowing for Leverage. From time to time, Capital
Appreciation Fund, Strategic Bond Fund, Growth Fund, Multiple Strategies
Fund, Income & Growth Fund and Global Securities Fund may borrow money
from banks to buy securities.  These Funds will borrow only if they can
do so without putting up assets as security for a loan.  This is a
speculative investment method known as "leverage."  This investing
technique may subject the Fund to greater risks and costs than funds that
do not borrow. These risks may include the possibility that a Fund's net
asset value per share will fluctuate more than funds that don't borrow,
since a Fund pays interest on borrowings and interest expense affects a
Fund's share price.  Growth Fund may borrow only up to 5% of the value of
its total assets and Global Securities Fund may borrow up to 10% of the
value of its total assets.  Global Securities Fund will not borrow, if as
a result of such borrowing more than 25% of its total assets would consist
of investments in when-issued or delayed delivery securities or borrowed
funds.  Borrowing for Leverage is subject to limits under the Investment
Company Act, described in more detail in "Borrowing for Leverage" in the
Statement of Additional Information.  

        Pursuant to an undertaking by Capital Appreciation Fund, Strategic
Bond Fund, Multiple Strategies Fund, Income & Growth Fund and Global
Securities Fund, borrowing by each such Fund is limited to 25% of the
value of its net assets, which is further limited to 10% if the borrowing
is for a purpose other than to facilitate redemptions.  Neither percentage
limitation is a fundamental policy.     

        -  Small, Unseasoned Companies.  Money Fund, Capital Appreciation
Fund, Multiple Strategies Fund, Income & Growth Fund, Growth Fund, Global
Securities Fund and Strategic Bond Fund may each invest in securities of
small, unseasoned companies.  These are companies that have been in
operation for less than three years, counting the operations of any
predecessors.  Securities of these companies may have limited liquidity
(which means that the Fund may have difficulty selling them at an
acceptable price when it wants to) and the prices of these securities may
be volatile.  It is not currently intended that investments in securities
of companies (including predecessors) that have operated less than three
years will exceed 5% of the net assets of either Growth Fund or Multiple
Strategies Fund.  Money Fund, Capital Appreciation Fund, Income & Growth
Fund, Global Securities Fund and Strategic Bond Fund are not subject to
this restriction.  

        -  Participation Interests.  Strategic Bond Fund, Global Securities
Fund, High Income Fund and Multiple Strategies Fund and Income & Growth
Fund may acquire participation interests in U.S. dollar-denominated loans
that are made to U.S. or foreign companies (the "borrower").  They may be
interests in, or assignments of, the loan, and are acquired from the banks
or brokers that have made the loan or are members of the lending
syndicate.  No more than 5% of a Fund's net assets can be invested in
participation interests of the same issues.  The Manager has set certain
creditworthiness standards for issuers of loan participations, and
monitors their creditworthiness.  The value of loan participation interest
primarily depends upon the creditworthiness of the borrower, and its
ability to pay interest and principal.  Borrowers may have difficulty
making payments.  If a borrower fails to make scheduled interest or
principal payments, the Fund could experience a decline in the net asset
value of its shares.  Some borrowers may have senior securities rated as
low as "C" by Moody's or "D" by Standard & Poor's, but may be deemed
acceptable credit risks.  Participation interests are subject to each
Fund's limitations on investments in illiquid securities.  See "Illiquid
and Restricted Securities."     

Foreign Securities.  Each Fund may purchase "foreign securities" that is,
securities of companies organized under the laws of countries other than
the United States that are traded on foreign securities exchanges or in
the foreign over-the-counter markets.  Securities of foreign issuers that
are represented by American Depository Receipts ("ADRs"), or that are
listed on a U.S. securities exchange or are traded in the United States
over-the-counter markets are not considered "foreign securities" for this
purpose because they are not subject to many of the special considerations
and risks (discussed below and in the Statement of Additional Information)
that apply to foreign securities traded and held abroad.  If a Fund's
securities are held abroad, the countries in which such securities may be
held and the sub-custodians holding them must be approved by the Fund's
Board of Trustees under applicable SEC rules.  Each Fund may also invest
in debt obligations issued or guaranteed by foreign corporations, certain
supranational entities (such as the World Bank) and foreign governments
(including political subdivisions having taxing authority) or their
agencies or instrumentalities, subject to the investment policies
described above.  Foreign securities which the Funds may purchase may be
denominated in U.S. dollars or in non-U.S. currencies.  The Funds may
convert U.S. dollars into foreign currency, but only to effect securities
transactions and not to hold such currency as an investment. 

        It is currently intended that each Fund (other than Global Securities
Fund, Multiple Strategies Fund, Income & Growth Fund or Strategic Bond
Fund) will invest no more than 25% of its total assets in foreign
securities or in government securities of any foreign country or in
obligations of foreign banks.  Multiple Strategies Fund will invest no
more than 35% of its total assets in foreign securities or in government
securities of any foreign country or in obligations of foreign banks. 
Global Securities Fund, Income & Growth Fund and Strategic Bond Fund have
no restrictions on the amount of its assets that may be invested in
foreign securities.  Investments in securities of issuers in non-
industrialized countries generally involve more risk and may be considered
highly speculative.     

        The Funds have undertaken to comply with the foreign country
diversification guidelines of Section 10506 of the California Insurance
Code, as follows: Whenever a Fund's investment in foreign securities
exceeds 25% of its net assets, it will invest its assets in securities of
issuers located in a minimum of two different foreign countries; this
minimum is increased to three foreign countries if foreign investments
comprise 40% or more of a Fund's net assets, to four if 60% or more and
to five if 80% or more.  In addition, no such Fund will have more than 20%
of its net assets invested in securities of issuers located in any one
foreign country; that limit is increased to 35% for Australia, Canada,
France, Japan, the United Kingdom or Germany.

        The percentage of each Fund's assets that will be allocated to
foreign securities will vary depending on the relative yields of foreign
and U.S. securities, the economies of foreign countries, the condition of
their financial markets, the interest rate climate of such countries, and
the relationship of such countries' currency to the U.S. dollar.  These
factors are judged on the basis of fundamental economic criteria (e.g.,
relative inflation levels and trends, growth rate forecasts, balance of
payments status, and economic policies) as well as technical and political
data.  Subsequent foreign currency losses may result in a Fund having
previously distributed more income in a particular period than was
available from investment income, which could result in a return of
capital to shareholders.  Each such Fund's portfolio of foreign securities
may include those of a number of foreign countries or, depending upon
market conditions and subject to the above diversification requirements
those of a single country.  In summary, foreign securities markets may be
less liquid and more volatile than the markets in the U.S.  Risks of
foreign securities investing may include foreign withholding taxation,
changes in currency rates or currency blockage, currency exchange costs,
difficulty in obtaining and enforcing judgments against foreign issuers,
relatively greater brokerage and custodial costs, risk of expropriation
or nationalization of assets, less publicly available information, and
differences between domestic and foreign legal, auditing, brokerage and
economic standards.  See "Investment Objectives and Policies - Foreign
Securities" in the Statement of Additional Information for further
details. 

        -  Warrants and Rights.  Warrants basically are options to purchase
stock at set prices that are valid for a limited period of time.  Rights
are options to purchase securities, normally granted to current holders
by the issuer.  Each of the Funds (except Money Fund) may invest up to 5%
of its total assets in warrants and rights.  That 5% does not apply to
warrants and rights that have been acquired as part of units with other
securities or that were attached to other securities.  No more than 2% of
each such Fund's total assets may be invested in warrants that are not
listed on either the New York or American Stock Exchanges.  For further
details about these investments, see "Warrants and Rights" in the
Statement of Additional Information. 

        -  Repurchase Agreements.  Each Fund may acquire securities that are
subject to repurchase agreements to generate income while providing
liquidity.  In a repurchase transaction, the Fund buys a security and
simultaneously sells it to the vendor for delivery at a future date. 
There is no limit on the amount of the Fund's net assets that may be
subject to repurchase agreements of seven days or less.  Repurchase
agreements must be fully collateralized. However, if the vendor fails to
pay the resale price on the delivery date, the Fund may incur costs in
disposing of the collateral and may experience losses if there is any
delay in its ability to do so.  No Fund will not enter into a repurchase
agreement that causes more than 15% of its net assets (10% of net assets
for Money Fund) to be subject to repurchase agreements having a maturity
beyond seven days.  

        -  Illiquid and Restricted Securities.  Under the supervision of the
Board of Trustees, the Manager determines the liquidity of a Fund's
investments.  Investments may be illiquid because of the absence of a
trading market, making it difficult to value them or dispose of them
promptly at an acceptable price.  A restricted security is one that has
a contractual restriction on resale or cannot be sold publicly until it
is registered under the Securities Act of 1933.  No Fund will invest more
than 15% (for Money Fund, 10%) of its net assets in illiquid or restricted
securities.  This policy applies to participation interests, bank time
deposits, master demand notes and repurchase transactions maturing in more
than seven days, over-the-counter ("OTC") options held by any Fund and
that portion of assets used to cover such OTC options (High Income, Global
Securities and Strategic Bond Funds).  A Fund's percentage limitation on
these investments does not apply to certain restricted securities that are
eligible for resale to qualified institutional purchasers.

        -  Loans of Portfolio Securities.  To attempt to increase its income,
each Fund may lend its portfolio securities to brokers, dealers and other
financial institutions.  These loans are limited to not more than 25% of
the Fund's net assets and are subject to other conditions described in the
Statement of Additional Information.  The Funds presently do not intend
to lend portfolio securities, but if the Funds do, the value of securities
loaned is not expected to exceed 5% of the value of that Fund's total
assets.     

        -  "When-Issued" or Delayed Delivery Transactions.  Each Fund may
purchase securities on a "when-issued" basis and may purchase or sell
securities on a "delayed delivery" basis.  These terms refer to securities
that have been created and for which a market exists, but which are not
available for immediate delivery.  There may be a risk of loss to a Fund
if the value of the security declines prior to the settlement date.  

        -  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.     

        If a call written by a Fund is exercised, the Fund forgoes any
possible profit from an increase in the market price of the underlying
security over the exercise price less the commissions paid on the sale. 
In addition, the Fund could experience capital losses which might cause
previously distributed short-term capital gains to be recharacterized as
non-taxable return of capital to shareholders.

        -  Hedging.  As described below, the Funds (other than Money Fund)
may purchase and sell certain kinds of futures contracts, put and call
options, forward contracts, and options on futures and broadly-based stock
or bond indices, or enter into interest rate swap agreements.  These are
all referred to as "hedging instruments."  The Funds do not use hedging
instruments for speculative purposes, and has limits on the use of them,
described below.  The hedging instruments the Funds may use are described
below and in greater detail in "Other Investment Techniques and
Strategies" in the Statement of Additional Information.

        The Funds may buy and sell options, futures and forward contracts for
a number of purposes.  They may do so to try to manage their exposure to
the possibility that the prices of their portfolio securities may decline,
or to establish a position in the securities market as a temporary
substitute for purchasing individual securities.  High Income Fund, Bond
Fund, Multiple Strategies Fund, Income & Growth Fund and Strategic Bond
Fund may do so to try to manage their exposure to changing interest rates. 
Some of these strategies, such as selling futures, buying puts and writing
covered calls, hedge the Funds' portfolio against price fluctuations.

        Other hedging strategies, such as buying futures and call options,
tend to increase the Funds' exposure to the securities market.  Forward
contracts are used to try to manage foreign currency risks on Funds'
foreign investments.  Foreign currency options are used to try to protect
against declines in the dollar value of foreign securities the Funds own,
or to protect against an increase in the dollar cost of buying foreign
securities.  Writing covered call options may also provide income to the
Funds for liquidity purposes or to raise cash to distribute to
shareholders.

        -  Futures.  Global Securities Fund, Capital Appreciation Fund,
Growth Fund, Multiple Strategies Fund, Income & Growth Fund and Strategic
Bond Fund may buy and sell futures contracts that relate to broadly-based
stock indices (these are referred to as Stock Index Futures).  The latter
three Funds and Bond Fund and High Income Fund may buy and sell futures
contracts that relate to interest rates (these are referred to as Interest
Rate Futures).  These types of Futures are described in "Hedging With
Options and Futures Contracts" in the Statement of Additional Information.

        -  Put and Call Options.  The Funds may buy and sell certain kinds
of put options (puts) and call options (calls).     

        The Funds may buy calls only on securities, broadly-based stock and
bond indices, foreign currencies and Futures that the Fund is permitted
to buy and sell (as explained above) or to terminate their obligation on
a call that the Fund previously wrote.  The Funds may write (that is,
sell) covered call options.  When a Fund writes a call, it receives cash
(called a premium).  The call gives the buyer the ability to buy the
investment on which the call was written from that Fund at the call price
during the period in which the call may be exercised.  If the value of the
investment does not rise above the call price, it is likely that the call
will lapse without being exercised, while the Fund keeps the cash premium
(and the investment).

        The Funds may purchase put options.  Buying a put on an investment
gives that Fund the right to sell the investment at a set price to a
seller of a put on that investment.  The Funds can buy only those puts
that relate to (1) securities that the Fund owns, (2) Futures that the
Fund is permitted to buy and sell (as explained above), (3) broadly-based
stock or bond indices or (4) foreign currencies.  The Fund can buy a put
on a Future whether or not the Fund owns the particular Future in its
portfolio.  The Fund may not sell a put other than a put that it
previously purchased.

        The Funds may buy and sell puts and calls only if certain conditions
are met: (1) after a Fund writes a call, not more than 25% of that Fund's
total assets may be subject to calls; (2) calls the Funds buy or sell must
be listed on a securities or commodities exchange, or quoted on the
Automated Quotation System of the National Association of Securities
Dealers, Inc. ("NASDAQ"); (3) in the case of puts and calls on foreign
currency, they must be traded on a securities or commodities exchange, or
in the over-the-counter market, or are quoted by recognized dealers in
those options; (4) each call the Funds write must be "covered" while it
is outstanding: that means the Fund must own the investment on which the
call was written or it must own other securities that are acceptable for
the escrow arrangements required for calls; (5) a Fund may write calls on
Futures contracts it owns, but these calls must be covered by securities
or other liquid assets the Fund owns and segregates to enable it to
satisfy its obligations if the call is exercised; (6) a call or put option
may not be purchased if the value of all of a Fund's put and call options
would exceed 5% of that Fund's total assets.

        Forward Contracts.  Forward contracts are foreign currency exchange
contracts.  They are used to buy or sell foreign currency for future
delivery at a fixed price.  The Funds (other than Money Fund) use them to
"lock-in" the U.S. dollar price of a security denominated in a foreign
currency that a Fund has bought or sold, or to protect against losses from
changes in the relative values of the U.S. dollar and a foreign currency. 
Such Funds may also use "cross hedging," where a Fund hedges against
changes in currencies other than the currency in which a security it holds
is denominated.  

        Interest Rate Swaps.  In an interest rate swap, a Fund and another
party exchange their right to receive or their obligation to pay interest
on a security.  For example, they may swap a right to receive floating
rate payments for fixed rate payments.  A Fund enters into swaps only on
securities it owns.  A Fund may not enter into swaps with respect to more
than 25% of its total assets.  Also, each Fund will segregate liquid
assets (such as cash or U.S. Government securities) to cover any amounts
it could owe under swaps that exceed the amounts it is entitled to
receive, and it will adjust that amount daily, as needed.     

        Hedging instruments can be volatile investments and may involve
special risks.  The use of hedging instruments requires special skills and
knowledge of investment techniques that are different than what is
required for normal portfolio management.  If the Manager uses a hedging
instrument at the wrong time or judges market conditions incorrectly,
hedging strategies may reduce that Fund's return.  A Fund could also
experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option. 

        Options trading involves the payment of premiums and has special tax
effects on the Funds. There are also special risks in particular hedging
strategies.  If a covered call written by a Fund is exercised on a
security that has increased in value, that Fund will be required to sell
the security at the call price and will not be able to realize any profit
if the security has increased in value above the call price.  The use of
forward contracts may reduce the gain that would otherwise result from a
change in the relationship between the U.S. dollar and a foreign currency. 
To limit its exposure in foreign currency exchange contracts, each Fund
limits its exposure to the amount of its assets denominated in the foreign
currency.  Interest rate swaps are subject to credit risks (if the other
party fails to meet its obligations) and also to interest rate risks.  The
Funds could be obligated to pay more  under its swap agreements they
receive under them, as a result of interest rate changes.  These risks are
described in greater detail in the Statement of Additional Information.

        - Derivative Investments.  Each Fund (other than Money Fund) can
invest in a number of different  kinds of "derivative investments."  Such
Funds may use some types of derivatives for hedging purposes, and may
invest in others because they offer the potential for increased income and
principal value.  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 (please refer to "Hedging").
 
        One risk of investing in derivative investments is that the company
issuing the instrument might not pay the amount due on the maturity of the
instrument.  There is 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 these risks can mean
that a Fund will realize less income than expected from its investments,
or that it can lose part of the value of its investments, which will
affect that Fund's share price.  Certain derivative investments held by
the Funds may trade in the over-the-counter markets and may be illiquid. 
If that is the case, the Funds' investment in them will be limited, as 
discussed in "Illiquid and Restricted Securities".
                
        Another type of derivative the Funds (other than Money Fund) may
invest in is an "index-linked" note.  On the maturity of this type of debt
security, payment is made based on the performance of an underlying index,
rather than based on a set principal amount for a typical note.  Another
derivative investment such Funds may invest in is a currency-indexed
security.  These are typically short-term or intermediate-term debt
securities.  Their value at maturity or the interest rates at which they
pay income are determined by the change in value of the U.S. dollar
against one or more foreign currencies or an index.  In some cases, these
securities may pay an amount at maturity based on a multiple of the amount
of the relative currency movements.  This variety of index security offers
the potential for greater income but at a greater risk of loss.  

        Other derivative investments the Funds (other than Money Fund) may
invest in include "debt exchangeable for common stock" of an issuer or
"equity-linked debt securities" of an issuer.  At maturity, the debt
security is exchanged for common stock of the issuer or is payable in an
amount based on the price of the issuer's common stock 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 (because the
price of the issuer's common stock is not as high as was expected).     
 
        -  Portfolio Turnover.  A change in the securities held by the Fund
is known as "portfolio turnover."  The Funds may engage frequently in
short-term trading to try to achieve their objectives.  High turnover and
short-term trading involve correspondingly greater commission expenses and
transaction costs for Capital Appreciation Fund, Growth Fund, Multiple
Strategies Fund and Global Securities Fund and to a lesser extent, higher
transaction costs for Money Fund, Bond Fund, Strategic Bond Fund and High
Income Fund.  The "Financial Highlights," above show the portfolio
turnover for the past fiscal years for each Fund except Income & Growth
Fund, which is not expected to exceed a portfolio turnover rate of 200%
in the current fiscal year.  If any Fund derives 30% or more of its gross
income from the sale of securities held less than three months, it may
fail to qualify under the tax laws as a regulated investment company (see
"Dividends, Capital Gains and Taxes," below). 

Short Sales Against-the-Box.  In a short sale, the seller does not own the
security that is sold, but normally borrows the security to fulfill its
delivery obligation.  The seller later buys the security to repay the
loan, in the expectation that the price of the security will be lower when
the purchase is made, resulting in a gain.  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.  See "Investment Objectives and Policies - Short
Sales Against-the-Box" in the Statement of Additional Information for
further information.     

    Other Investment Restrictions

        Each of the Funds has certain investment restrictions which, together
with its investment objective, are fundamental policies.  Under some of
those restrictions, each Fund cannot: (1) with respect to 75% of its total
assets, invest in securities (except those of the U.S. Government or its
agencies or instrumentalities) of any issuer if immediately thereafter,
either (a) more than 5% of that Fund's total assets would be invested in
securities of that issuer, or (b) that Fund would then own more than 10%
of that issuer's voting securities or 10% in principal amount of the
outstanding debt securities of that issuer (the latter limitation on debt
securities does not apply to Strategic Bond Fund); (2) lend money except
in connection with the acquisition of debt securities which a Fund's
investment policies and restrictions permit it to purchase; the Funds may
also make loans of portfolio securities (see "Loans of Portfolio
Securities"); (3) pledge, mortgage or hypothecate any assets to secure a
debt; the escrow arrangements which are involved in options trading are
not considered to involve such a mortgage, hypothecation or pledge; (4)
concentrate investments in any particular industry, other than securities
of the U.S. Government or its agencies or instrumentalities (Money Fund,
Bond Fund and High Income Fund, only); therefore these Funds will not
purchase the securities of issuers primarily engaged in the same industry
if more than 25% of the total value of that Fund's assets would (in the
absence of special circumstances) consist of securities of companies in
a single industry; however, there is no limitation as to concentration of
investments by Money Fund in obligations issued by domestic banks, foreign
branches of domestic banks (if guaranteed by the domestic parent), savings
and loan associations or in obligations issued by the federal government
and its agencies and instrumentalities; and (5) deviate from the
percentage requirements and other restrictions listed under "Warrants and
Rights," and the first paragraph under "Borrowing".  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.  

        All of the percentage restrictions described above and elsewhere in
this Prospectus, other than those described under "Special Investment
Methods -- Borrowing," apply only at the time a Fund purchases a security. 
A Fund need not dispose of a security merely because the size of the
Fund's assets has changed or the security has increased in value relative
to the size of the Fund.   Money Fund has separately undertaken to exclude
savings and loan associations from the exception to the concentration
limitation set forth under investment restriction (4), above.  There are
other fundamental policies discussed in the Statement of Additional
Information.  The Trustees of the Trust are required to monitor events to
identify any irreconcilable conflicts which may arise between the variable
life insurance policies and variable annuity contracts that invest in the
Funds.  Should any conflict arise which ultimately requires that any
substantial amount of assets be withdrawn from any Fund, its operating
expenses could increase.     


    How the Funds are Managed

Organization and History.  The Trust was organized in 1984 as a
Massachusetts business trust.  The Trust is an open-end, diversified
management investment company, with an unlimited number of authorized
shares of beneficial interest.  It consists of nine separate Funds - Money
Fund, Bond Fund and Growth Fund, all organized in 1984, High Income,
Capital Appreciation Fund and Multiple Strategies Fund, all organized in
1986, Global Securities Fund, organized in 1990, Strategic Bond Fund,
organized in 1993 and Income & Growth Fund, which is expected to commence
operations in 1995.

        The Trust is governed by a Board of Trustees, which is responsible
for protecting the interests of shareholders under Massachusetts law. The
Trustees meet periodically throughout the year to oversee the Funds'
activities, review performance, and review the actions of the Manager. 
"Trustees and Officers of the Trust" in the Statement of Additional
Information names the Trustees and provides more information about them
and the officers of the Trust.  Although the Trust is not required by law
to hold annual meetings, it may hold shareholder meetings from time to
time on important matters, and shareholders have the right to call a
meeting to remove a Trustee or to take other action described in the
Trust's Declaration of Trust.

The Manager and Its Affiliates.  The Funds are managed by the Manager,
Oppenheimer Management Corporation, which is responsible for selecting the
Funds' investments and handles its day-to-day business.  The Manager
carries out its duties, subject to the policies established by the Board
of Trustees, under Investment Advisory Agreements for each Fund which
state the Manager's responsibilities.  The Agreements set forth the fees
paid by each Fund to the Manager and describes the expenses that each Fund
is responsible to pay to conduct its business.

        The Manager has operated as an investment adviser since 1959.  The
Manager and its affiliates currently manage investment companies,
including other OppenheimerFunds, with assets of more than $29 billion as
of December 31, 1994, and with more than 2.4 million shareholder accounts. 
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company, a mutual life insurance
company.     

        -  Portfolio Managers.  The Portfolio Manager of High Income Fund,
Bond Fund, Multiple Strategies Fund and Strategic Bond Fund is David P.
Negri, joined by Richard H. Rubinstein for Multiple Strategies Fund and
by Arthur P. Steinmetz for Strategic Bond Fund.  They are the persons
principally responsible for the day-to-day management of those Funds since
July 1989, January 1990, July 1989 (April 1991 for Mr. Rubinstein) and May
1993, respectively.  During the past five years, Messrs. Steinmetz and
Negri have also served as an officer of other OppenheimerFunds.  During
the past five years, Mr. Rubinstein has served as an officer of other
OppenheimerFunds and was formerly Vice President and Portfolio
Manager/Security Analyst for Oppenheimer Capital Corp., an investment
adviser.  The Portfolio Manager of Global Securities Fund is George Evans. 
He has been the person principally responsible for the management of that
Fund since February, 1991.  During the past five years, he has also served
as an international equities portfolio manager/analyst with Brown Brothers
Harriman & Co.  The Portfolio Manager of the Money Fund is Arthur Zimmer. 
Since October 1990, he has been the person principally responsible for the
day-to-day management of that Fund's portfolio.  During the past five
years, he has also served as an officer of other OppenheimerFunds and
formerly served as Vice President of Hanifen Imhoff Management Company
(mutual fund investment adviser).  The Portfolio Manager of Growth Fund
is Jane Putnam.  She has been the person principally responsible for the
day-to-day management of that Fund's portfolio since May 1994.  During the
past five years, Ms. Putnam was a portfolio manager and equity research
analyst for Chemical Bank.  The Portfolio Manager of Capital Appreciation
Fund is Paul LaRocco.  He has been the person principally responsible for
the day-to-day management of that Fund's portfolio since January 1994. 
During the past five years, he has also served as an Associate Portfolio
Manager for other OppenheimerFunds and formerly served as a securities
analyst with Columbus Circle Investors, prior to which he was an
investment analyst for Chicago Title & Trust Co.  The Portfolio Manager
of Income & Growth Fund is John Wallace.  He will be the person
principally responsible for the day-to-day management of that Fund since
its inception in 1995.  He is a Vice President of the Manager and an
officer of other OppenheimerFunds.  During the past five years, he has
also been a Securities Analyst and Assistant Portfolio Manager for the
Manager.  Messrs. Negri, Evans, Zimmer and Rubinstein are Vice Presidents
of the Manager, Mr. Steinmetz is a Senior Vice President of the Manager,
and Ms. Putnam and Mr. LaRocco are Assistant Vice Presidents of the
Manager.  Each of the Portfolio Managers named above are also Vice
Presidents of the Trust, except for Mr. LaRocco.

        -  Fees and Expenses.  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 September 1, 1994 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, Income & Growth 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 prior to
September 1, 1994 are contained in note 8 to the Funds' financial
statements included in the Statement of Additional Information.     

        During the fiscal year ended December 31, 1994, 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
                                Fees            Expenses
- -----------------------------------------------------------------------
Money Fund                      ___%
High Income Fund                ___%
Bond Fund                       ___%
Capital Appreciation Fund       ___%
Growth Fund                     ___%
Multiple Strategies Fund        ___%
Global Securities Fund          ___%
Strategic Bond Fund             ___%     


        The Funds pay expenses related to their daily operations, such as
custodian fees, Trustees' fees, transfer agency fees, legal and auditing
costs.  Those expenses are paid out of the Funds' assets and are not paid
directly by shareholders.  However, those expenses reduce the net asset
value of shares, and therefore are indirectly borne by shareholders
through their investment.  More information about the investment advisory
agreement is contained in the Statement of Additional Information.  

        There is also information about the Funds' brokerage policies and
practices in "Brokerage Policies of the Funds" in the Statement of
Additional Information. That section discusses how brokers and dealers are
selected for the Funds' portfolio transactions.  When deciding which
brokers to use, the Manager is permitted by the investment advisory
agreement to consider whether brokers have sold shares of the Funds or any
other funds for which the Manager serves as investment adviser. 

        -  Shareholder Inquiries.  Inquiries by policyowners for Account
information are to be directed to the insurance company issuing the
Account at the address or telephone number shown on the first page of the
accompanying Account Prospectus.     


    Performance of the Funds

Explanation of Performance Terminology.  Money Fund uses the terms "yield"
to illustrate its performance.  High Income Fund, Bond Fund and Strategic
Bond Fund use the terms "yield," "total return," and "average annual total
return" to illustrate performance.  All the Funds, except the Money Fund,
use the terms "average annual total return" and "total return" to
illustrate its performance.  This performance information may be useful
to help you see how well your investment has done and to compare it to
other funds or market indices, as we have done below.

        It is important to understand that the Funds' total returns and
yields represent past performance and should not be considered to be
predictions of future returns or performance.  This performance data is
described below, but more detailed information about how total returns and
yields are calculated is contained in the Statement of Additional
Information, which also contains information about other ways to measure
and compare the Funds' performance.  Each Fund's investment performance
will vary over time, depending on market conditions, the composition of
the portfolio and expenses.

        -  Yields.  Money Fund's "yield" is the income generated by an
investment in that Fund over a seven-day period, which is then
"annualized."  In annualizing, the amount of income generated by the
investment during that seven days is assumed to be generated each week
over a 52-week period, and is shown as a percentage of the investment. 
The compounded "effective yield" is calculated similarly, but the
annualized income earned by an investment in Money Fund is assumed to be
reinvested.  The compounded effective yield will therefore be slightly
higher than the yield because of the effect of the assumed reinvestment.

        Yield for High Income Fund, Strategic Bond Fund or Bond Fund will be
computed in a standardized manner for mutual funds, by dividing that
Fund's net investment income per share earned during a 30-day base period
by the maximum offering price (equal to the net asset value) per share on
the last day of the period.  This yield calculation is compounded on a
semi-annual basis, and multiplied by 2 to provide an annualized yield. The
Statement of Additional Information describes a dividend yield and a
distribution return that may also be quoted for these Funds.     

        -  Total Returns. There are different types of total returns used to
measure each Fund's performance.  Total return is the change in value of
a hypothetical investment in the Fund over a given period, assuming that
all dividends and capital gains distributions are reinvested in additional
shares.  The cumulative total return measures the change in value over the
entire period (for example, ten years). An average annual total return
shows the average rate of return for each year in a period that would
produce the cumulative total return over the entire period.  However,
average annual total returns do not show the Funds' actual year-by-year
performance.

How Have the Funds Performed? Below is a discussion by the Manager of the
Funds' performance during their last fiscal year ended December 31, 1994,
followed by a graphical comparison of each Fund's performance, except
Money Fund and Income & Growth Fund, to an appropriate broad-based market
index.

        -  Management's Discussion of Performance.  During the Funds' fiscal
year ended December 31, 1994, the Managers emphasized the following
investment strategies and techniques.  For High Income Fund, bonds issued
by U.S. companies that derive a large percentage of their earnings from
Europe were emphasized, together with bonds positioned to benefit from
rising commodity prices, notably those issued by companies in the
chemicals, industrial metals and forest product sectors.  For Bond Fund,
intermediate and long-term U.S. government bonds were emphasized.  For
Capital Appreciation Fund, stocks of well-managed, innovative companies
in sectors with high potential were emphasized, including technology,
health care and consumer cyclicals, such as specialty retailing.  For
Growth Fund, consumer and industrial company stocks were emphasized,
including financial, technology and health care issues.  Multiples
Strategies Fund's equity portfolio emphasized technology, health care and
industrial issues.  For Global Securities Fund, emerging markets such as
Latin America were emphasized, and stocks with strong earnings potential
driven by corporate restructurings and the privatization of state-owned
industries.  For Strategic Bond Fund, corporate bonds were emphasized in
U.S. companies that derive a large percentage of their earnings from
Europe, foreign fixed-income securities were emphasized in Latin American,
Asian and Eastern European countries, and U.S. government securities of
a longer term were emphasized.

        -  Comparing each Fund's Performance to the Market. The charts below
show the performance of hypothetical $10,000 investments in each Fund
(except for Money Fund) held until December 31, 1994.  No performance
information is shown for Income & Growth Fund, which commenced operations
after that date.  Performance information does not reflect charges that
apply to separate accounts investing in the Funds and is not restated to
reflect the increased management fee rates that took effect September 1,
1994.  If these charges and expenses were taken into account, performance
would be lower.     

        High Income Fund's performance is compared to the performance of the
Salomon Brothers High Yield Market Index which is an unmanaged index of
below-investment grade (but rated at least BB+/Ba1 by Standard & Poor's
or Moody's) U.S. corporate debt obligations, widely-recognized as a
measure of the performance of the  high-yield corporate bond market.  Bond
Fund's performance is compared to the performance of the Lehman Brothers
Corporate Bond Index, which is an unmanaged index of publicly-issued non-
convertible investment grade corporate debt of U.S. issuers, widely
recognized as a measure of the U.S. fixed-rate corporate bond market.  The
performance of Capital Appreciation Fund and Growth Fund is compared to
the performance of the S&P 500 Index, a broad-based index of equity
securities widely regarded as a general measurement of the performance of
the U.S. equity securities market.  Multiple Strategies Fund's performance
is compared to the S&P 500 Index and the Lehman Brothers Aggregate Bond
Index, a broad-based, unmanaged index of U.S. corporate bond issues, U.S.
government securities and mortgage-backed securities, widely recognized
as a measure of the performance of the domestic debt securities market. 
Global Securities Fund's performance is compared to the Morgan Stanley
World Index, an unmanaged index of issuers listed on the stock exchanges
of 20 foreign countries and the U.S., and is widely recognized as a
measure of global stock market performance.  Strategic Bond Fund's
performance is compared to the Lehman Brothers Aggregate Bond Index and
the Salomon Brothers World Government Bond Index.  The Salomon Brothers
World Government Bond Index is an unmanaged index of fixed-rate bonds
having a maturity of one year or more, and is widely recognized as a
benchmark of fixed income performance on a world-wide basis.  Index
performance reflects the reinvestment of dividends but does not consider
the effect of capital gains or transaction costs, and none of the data
below shows the effect of taxes.  Also, a Fund's performance reflects the
effect of that Fund's business and operating expenses.  While index
comparisons may be useful to provide a benchmark for a Fund's performance,
it must be noted that the Fund's investments are not limited to the
securities in the one index.  Moreover, the index performance data does
not reflect any assessment of the risk of the investments included in the
index.     


    Comparison of Change in Value of $10,000 Hypothetical Investments in
High Income Fund Versus Salomon Brothers High Yield Market Index

(Chart comparing total return of High Income Fund shares to performance
of Salomon Brothers High Yield Market Index)

Average Annual Total Return at 12/31/94

             1 year      5 years        Life of Fund (1)

             -3.28%      15.09%         12.47%

Comparison of Change in Value of $10,000 Hypothetical Investments in Bond
Fund Versus Lehman Brothers Corporate Bond Index


(Chart comparing total return of Bond Fund shares to performance of Lehman
Brothers Corporate Bond Index)

Average Annual Total Return at 12/31/94


             1 year          5 years         Life of Fund (1)

             -1.94%          8.43%           9.78%     

    Comparison of Change in Value of $10,000 Hypothetical Investments in
Capital Appreciation Fund Versus S&P 500 Index

(Chart comparing total return of Capital Appreciation Fund shares to
performance of S&P 500 Index)

Average Annual Total Return at 12/31/94

             1 year            5 years       Life of Fund (1)
             -7.59%            11.81%        13.28%

Comparison of Change in Value of $10,000 Hypothetical Investments in
Growth Fund Versus S&P 500 Index
(Chart comparing total return of Growth Fund shares to performance of S&P
500 Index)

Average Annual Total Return at 12/31/94

              1 year          5 years          Life of Fund (1)

              0.97%           7.40%            11.44%

Comparison of Change in Value of $10,000 Hypothetical Investments in
Multiple Strategies Fund Versus S&P 500 Index and Lehman Brothers
Aggregate Bond Index

(Chart comparing total return of Multiple Strategies Fund shares to
performance of S&P 500 Index and Lehman Brothers Aggregate Bond Index) 


Average Annual Total Return at 12/31/94

             1 year            5 years           Life of Fund (1)

             -1.95%            7.38%             9.85%     


    Comparison of Change in Value of $10,000 Hypothetical Investments in
Global Securities Fund Versus Morgan Stanley World Index

(Chart comparing total return of Global Securities Fund shares to
performance of Morgan Stanley World Index)

Average Annual Total Return at 12/31/94

             1 year            Life of Fund (1)

             -5.72%            11.15%

Comparison of Change in Value of $10,000 Hypothetical Investments in
Strategic Bond Fund Versus Lehman Brothers Aggregate Bond Index and
Salomon Brothers World Government Bond Index

(Chart comparing total return of Strategic Bond Fund to performance of
Lehman Brothers Aggregate Bond Index and Salomon Brothers World Government
Bond Index)

Cumulative Total Return at 12/31/94

              1 year        Life of Fund (1)

              -3.78%        0.19%


______________
(1) Inception dates are as follows: April 30, 1986 for High Income Fund;
April 3, 1985 for Bond Fund and Growth Fund; August 15, 1986 for Capital
Appreciation Fund; February 9, 1987 for Multiple Strategies Fund; November
12, 1990 for Global Securities Fund; and May 3, 1993 for Strategic Bond
Fund.     


    ABOUT YOUR ACCOUNT

How to Buy Shares     

        Shares of each Fund are offered only for purchase by Accounts as an
investment medium for variable life insurance policies and variable
annuity contracts, as described in the accompanying Account Prospectus. 
The sale of shares will be suspended during any period when the
determination of net asset value is suspended and may be suspended by the
Board of Trustees whenever the Board judges it in that Fund's best
interest to do so.

        Shares of each Fund are offered at their respective offering price,
which (as used in this Prospectus and the Statement of Additional
Information) is net asset value (without sales charge).  Under Rule 2a-7,
the amortized cost method is used to value Money Fund's net asset value
per share, which is expected to remain fixed at $1.00 per share except
under extraordinary circumstances; see "Purchase, Redemption and Pricing
of Shares - Money Fund Net Asset Valuation" in the Statement of Additional
Information for further information.  There can be no assurance that Money
Fund's net asset value will not vary.

        All purchase orders are processed at the offering price next
determined after receipt by the Trust of a purchase order in proper form. 
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.  Net asset value per share of each Fund
is determined by dividing the value of that Fund's net assets by the
number of its shares outstanding.  The Board of Trustees has established
procedures for valuing each Fund's securities.  In general, those
valuations are based on market value, with special provisions for: (i)
securities not having readily available market quotations; (ii) short-term
debt securities; and (iii) calls and Hedging Instruments.  Further details
are in "How to Buy Shares" and "How to Sell Shares" in the Statement of
Additional Information.     


    How to Sell Shares

        Payment for shares tendered by an Account for redemption is made
ordinarily in cash and forwarded within seven days after receipt by the
Trust's transfer agent, Oppenheimer Shareholder Services (the "Transfer
Agent"), of redemption instructions in proper form, except under unusual
circumstances as determined by the Securities and Exchange Commission. 
The Trust understands that payment to the Account owner will be made in
accordance with the terms of the accompanying Account Prospectus.  The
redemption price will be the net asset value next determined after the
receipt by the Transfer Agent of a request in proper form. The market
value of the securities in the portfolio of the Funds is subject to daily
fluctuations and the net asset value of the Funds' shares (other than
shares of the Money Fund) will fluctuate accordingly.  Therefore, the
redemption value may be more or less than the investor's cost.     

    Dividends, Capital Gains And Taxes     

Dividends of the Money Fund.  The Trust intends to declare all of Money
Fund's net income, defined below, as dividends on each day the New York
Stock Exchange is open for business.  Such dividends will be payable on
shares held of record at the time of the previous determination of net
asset value.  Daily dividends accrued since the prior dividend payment
will be paid to shareholders monthly as of a date selected by the Board
of Trustees.  Money Fund's net income for dividend purposes consists of
all interest income accrued on portfolio assets, less all expenses of that
Fund for such period.  Accrued market discount is included in interest
income; amortized market premium is treated as an expense.  Although
distributions from net realized gains on securities, if any, will be paid
at least once each year, and may be made more frequently, Money Fund does
not expect to realize long-term capital gains, and therefore does not
contemplate payment of any capital gains distribution.  Distributions from
net realized gains will not be distributed unless Money Fund's capital
loss carry forwards, if any, have been used or have expired.  Money Fund
seeks to maintain a net asset value of $1.00 per share for purchases and
redemptions.  To effect this policy, under certain circumstances the Money
Fund may withhold dividends or make distributions from capital or capital
gains (see "Purchase, Redemption and Pricing of Shares" in the Statement
of Additional Information).

    Dividends and Distributions of High Income Fund, Bond Fund, Strategic
Bond Fund, Income & Growth Fund and Multiple Strategies Fund.  The Trust
intends to declare High Income Fund, Bond Fund, Strategic Bond Fund,
Income & Growth Fund and Multiple Strategies Fund dividends quarterly,
payable in March, June, September and December.     

Dividends and Distributions of Capital Appreciation Fund, Growth Fund and
Global Securities Fund.  The Trust intends to declare Capital Appreciation
Fund, Growth Fund and Global Securities Fund dividends on an annual basis. 

    Capital Gains.  Any Fund (other than Money Fund) may make a
supplemental distribution annually in December out of any net short-term
or long-term capital gains derived from the sale of securities, premiums
from expired calls written by the Fund, and net profits from hedging
transactions realized from November 1 of the prior year through December
31 of the current year.  Each such Fund may also make a supplemental
distribution of capital gains and ordinary income following the end of its
fiscal year.  All dividends and capital gains distributions paid on shares
of any of the Funds are automatically reinvested in additional shares of
the Fund at net asset value determined on the distribution date.  There
are no fixed dividend rates and there can be no assurance as to payment
of any dividends or the realization of any capital gains.     

Tax Treatment to the Account As Shareholder.  Dividends paid by each Fund
from its ordinary income and distributions of each Fund's net realized
short-term or long-term capital gains are includable in gross income of
the Accounts holding such shares.  The tax treatment of such dividends and
distributions depends on the tax status of that Account. 

Tax Status of the Funds.  If the Funds qualify as "regulated investment
companies" under the Internal Revenue Code, the Trust will not be liable
for Federal income taxes on amounts paid as dividends and distributions
from any of the Funds.  The Funds did qualify during their last fiscal
year and the Trust intends that they will qualify in current and future
years.  However, the Code contains a number of complex tests relating to
qualification which any Fund might not meet in any particular year (see,
e.g., "The Funds and Their Investment Policies - Portfolio Turnover"). 
If any Fund does not so qualify, it would be treated for tax purposes as
an ordinary corporation and would receive no tax deduction for payments
made to shareholders of that Fund. The above discussion relates solely to
Federal tax laws.  This discussion is not exhaustive and a qualified tax
adviser should be consulted.

                                 

    The Custodian and the Transfer Agent.  The Custodian of the assets of
the Trust is The Bank of New York.  The Manager and its affiliates have
banking relationships with the Custodian.  See "Additional Information"
in the Statement of Additional Information for further details.  Cash
balances with the Custodian in excess of $100,000 are not protected by
Federal deposit insurance.  Such uninsured balances may at times be
substantial.  Oppenheimer Shareholder Services, a division of the Manager,
acts as transfer agent on an at-cost basis for the Trust.  It also acts
as transfer agent and shareholder servicing agent for the other open-end
funds advised by the Manager.     



APPENDIX A - DESCRIPTION OF TERMS

Some of the terms used in the Prospectus and the Statement of Additional
Information are described below:

Bank obligations include certificates of deposit which are negotiable
certificates evidencing the indebtedness of a commercial bank to repay
funds deposited with it for a definite period of time (usually 14 days to
one year) at a stated interest rate.  Bankers' acceptances are credit
instruments evidencing the obligation of a bank to pay a draft which has
been drawn on it by a customer; these instruments reflect the obligation
both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.  Time deposits are non-negotiable deposits
maintained in a banking institution for a specified period of time at a
stated interest rate.  Bank notes are short-term direct credit obligations
of the issuing bank or bank holding company.

Commercial paper consists of short-term (usually 1 to 270 days) unsecured
promissory notes issued by corporations in order to finance their current
operations.  Variable rate master demand notes are obligations that permit
the investment of fluctuating amounts at varying rates of interest
pursuant to direct arrangement between the holder and the borrower.  The
holder has the right to increase the amount under the note at any time up
to the face amount, or to decrease the amount borrowed, and the borrower
may repay up to the face amount of the note without penalty.

Corporate obligations are bonds and notes issued by corporations and other
business organizations, including business trusts, in order to finance
their long-term credit needs.

Letters of credit are obligations by the issuer (a bank or other person)
to honor drafts or other demands for payment upon compliance with
specified conditions.

Securities issued or guaranteed by the United States Government or its
agencies or instrumentalities include issues of the United States
Treasury, such as bills, certificates of indebtedness, notes and bonds,
and issues of agencies and instrumentalities established under the
authority of an act of Congress.  Such agencies and instrumentalities
include, but are not limited to, Bank for Cooperatives, Federal Financing
Bank, Federal Home Loan Bank, Federal Intermediate Credit Banks, Federal
Land Banks, Federal National Mortgage Association and Tennessee Valley
Authority.  Issues of the United States Treasury are direct obligations
of the United States Government.  Issues of agencies or instrumentalities
are (i) guaranteed by the United States Treasury, or (ii) supported by the
issuing agency's or instrumentality's right to borrow from the United
States Treasury, or (iii) supported by the issuing agency's or
instrumentality's own credit.


APPENDIX B - DESCRIPTION OF SECURITIES RATINGS

This is a description of (i) the two highest rating categories for Short
Term Debt and Long Term Debt by the Rating Organizations referred to under
"Investment Policies -- Money Fund", and (ii) additional rating categories
that apply principally to investments by High Income Fund, Strategic Bond
Fund and Bond Fund.  The rating descriptions are based on information
supplied by the Rating Organizations to subscribers.

Short Term Debt Ratings.

Moody's Investors Service, Inc. ("Moody's"):  The following rating
designations for commercial paper (defined by Moody's as promissory
obligations not having original maturity in excess of nine months), are
judged by Moody's to be investment grade, and indicate the relative
repayment capacity of rated issuers:

Prime-1:  Superior capacity for repayment.  Capacity will normally be
evidenced by the following characteristics: (a) leveling market positions
in well-established industries; (b) high rates of return on funds
employed; (c) conservative capitalization structures with moderate
reliance on debt and ample asset protection; (d) broad margins in earning
coverage of fixed financial charges and high internal cash generation; and
(e) well established access to a range of financial markets and assured
sources of alternate liquidity.

Prime-2:  Strong capacity for repayment.  This will normally be evidenced
by many of the characteristics cited above but to a lesser degree. 
Earnings trends and coverage ratios, while sound, will be more subject to
variation.  Capitalization characteristics, while still appropriate, may
be more affected by external conditions.  Ample alternate liquidity is
maintained.

Standard & Poor's Corporation ("S&P"):  The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of
no more than 365 days) assess the likelihood of payment:

A-1:  Strong capacity for timely payment.  Those issues determined to
possess extremely strong safety characteristics are denoted with a plus
sign (+) designation.

A-2:  Satisfactory capacity for timely payment.  However, the relative
degree of safety is not as high as for issues designated "A-1".

Fitch Investors Service, Inc. ("Fitch"):  Fitch assigns the following
short-term ratings to debt obligations that are payable on demand or have
original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and
investment notes:

F-1+:  Exceptionally strong credit quality; the strongest degree of
assurance for timely payment.

F-1:  Very strong credit quality; assurance of timely payment is only
slightly less in degree than issues rated "F-1+".

F-2:  Good credit quality; satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues assigned
"F-1+" or "F-1" ratings.

Duff & Phelps, Inc. ("Duff & Phelps"):  The following ratings are for
commercial paper (defined by Duff & Phelps as obligations with maturities,
when issued, of under one year), asset-backed commercial paper, and
certificates of deposit (the ratings cover all obligations of the
institution with maturities, when issued, of under one year, including
bankers' acceptance and letters of credit):

Duff 1+:  Highest certainty of timely payment.  Short-term liquidity,
including internal operating factors and/or access to alternative sources
of funds, is outstanding, and safety is just below risk-free U.S. Treasury
short-term obligations.

Duff 1:  Very high certainty of timely payment.  Liquidity factors are
excellent and supported by good fundamental protection factors.  Risk
factors are minor.

Duff 1-:  High certainty of timely payment.  Liquidity factors are strong
and supported by good fundamental protection factors.  Risk factors are
very small.

Duff 2:  Good certainty of timely payment.  Liquidity factors and company
fundamentals are sound.  Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good.  Risk factors
are small.

IBCA Limited or its affiliate IBCA Inc. ("IBCA"):  Short-term ratings,
including commercial paper (with maturities up to 12 months), are as
follows:

A1+:  Obligations supported by the highest capacity for timely repayment.

A1:  Obligations supported by a very strong capacity for timely repayment.

A2:  Obligations supported by a strong capacity for timely repayment,
although such capacity may be susceptible to adverse changes in business,
economic, or financial conditions.

Thomson BankWatch, Inc. ("TBW"):  The following short-term ratings apply
to commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.  
TBW-1:  The highest category; indicates the degree of safety regarding
timely repayment of principal and interest is very strong.

TBW-2:  The second highest rating category; while the degree of safety
regarding timely repayment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated "TBW-1".

Long Term Debt Ratings.  

These rating categories apply principally to investments by High Income
Fund, Strategic Bond Fund and Bond Fund.  For Money Fund only, the two
highest rating categories of each Rating Organization are relevant for
securities purchased with a remaining maturity of 397 days or less, or for
rating issuers of short-term obligations.

Moody's:  Bonds (including municipal bonds) are rated as follows:

Aaa:  Judged to be the best quality.  They carry the smallest degree of
investment risk and are generally referred to as "gilt edge."  Interest
payments are protected by a large or by an exceptionally stable margin,
and principal is secure.  While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong positions of such issues.

Aa:  Judged to be of high quality by all standards.  Together with the
"Aaa" group, they comprise what are generally known as high-grade bonds.
They are rated lower than the best bonds because margins of protection may
not be as large as in "Aaa" securities or fluctuations of protective
elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in
"Aaa" securities.

A:  Possess many favorable investment attributes and are to be considered
as upper-medium grade obligations.  Factors giving security to principal
and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa:  Considered medium grade obligations, i.e., they are neither highly
protected nor poorly secured.  Interest payments and principal security
appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of
time.  Such bonds lack outstanding investment characteristics and have
speculative characteristics as well.

Ba:  Judged to have speculative elements; their future cannot be
considered well-assured.  Often the protection of interest and principal
payments may be very moderate and not well safeguarded during both good
and bad times over the future.  Uncertainty of position characterizes
bonds in this class.

B:  Bonds rated "B" generally lack characteristics of desirable
investment.  Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.

Caa:  Of poor standing and may be in default or there may be present
elements of danger with respect to principal or interest.

Ca:  Represent obligations which are speculative in a high degree and are
often in default or have other marked shortcomings.

C:  Bonds rated "C" can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

Moody's applies numerical modifiers "1", "2" and "3" in each generic
rating classification from "Aa" through "B" in its corporate bond rating
system.  The modifier "1" indicates that the security ranks in the higher
end of its generic rating category; the modifier "2" indicates a mid-range
ranking; and the modifier "3" indicates that the issue ranks in the lower
end of its generic rating category.

Standard & Poor's:  Bonds are rated as follows:

AAA:  The highest rating assigned by S&P.  Capacity to pay interest and
repay principal is extremely strong.

AA:  A strong capacity to pay interest and repay principal and differ from
"AAA" rated issues only in small degree.

A:  Have a strong capacity to pay principal and interest, although they
are somewhat more susceptible to adverse effects of change in
circumstances and economic conditions.

BBB:  Regarded as having an adequate capacity to pay principal and
interest.  Whereas they normally exhibit protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay principal and interest for bonds in this
capacity than for bonds in the "A" category.

BB, B, CCC, CC:  Regarded, on balance, as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation.  "BB" indicates the lowest
degree of speculation and"CC" the highest degree.  While such bonds will
likely have some equality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse
conditions.

C, D:  Bonds on which no interest is being paid are rated "C."  Bonds
rated "D" are in default and payment of interest and/or repayment of
principal is in arrears.

Fitch:
AAA:  Considered to be investment grade and of the highest credit quality. 
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable
events.

AA:  Considered to be investment grade and of very high credit quality. 
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated "AAA".  Plus (+) and minus (-)
signs are used in the "AA" category to indicate the relative position of
a credit within that category.

Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+".

Duff & Phelps:

AAA:  The highest credit quality.  The risk factors are negligible, being
only slightly more than the risk-free U.S. Treasury debt.

AA:  High credit quality.  Protection factors are strong.  Risk is modest
but may vary slightly from time to time because of economic conditions. 
Plus (+) and minus (-) signs are used in the "AA" category to indicate the
relative position of a credit within that category.

IBCA:  Long-term obligations (with maturities of more than 12 months) are
rated as follows:

AAA:  The lowest expectation for investment risk.  Capacity for timely
repayment of principal and interest is substantial such that adverse
changes in business, economic, or financial conditions are unlikely to
increase investment risks significantly.

AA:  A very low expectation for investment risk.  Capacity for timely
repayment of principal and interest is substantial.  Adverse changes in
business, economic, or financial conditions may increase investment risk
albeit not very significantly.

A plus (+) or minus (-) sign may be appended to a long term rating to
denote relative status within a rating category.

TBW:  TBW issues the following ratings for companies.  These ratings
assess the likelihood of receiving payment of principal and interest on
a timely basis and incorporate TBW's opinion as to the vulnerability of
the company to adverse developments, which may impact the market's
perception of the company, thereby affecting the marketability of its
securities.

A:  Possesses an exceptionally strong balance sheet and earnings record,
translating into an excellent reputation and unquestioned access to its
natural money markets.  If weakness or vulnerability exists in any aspect
of the company's business, it is entirely mitigated by the strengths of
the organization.

A/B:  The company is financially very solid with a favorable track record
and no readily apparent weakness.  Its overall risk profile, while low,
it not quite as favorable as for companies in the highest rating category.


APPENDIX TO PROSPECTUS

        Graphic material included in Prospectus of Oppenheimer Variable
Account Funds: "Comparison of Total Return of Oppenheimer Variable Account
Funds with Broad-Based Indices - Changes in Value of a $10,000
Hypothetical Investment"

        Linear graphs will be included in the Prospectus of Oppenheimer
Variable Account Funds (the "Funds") depicting the initial account value
and subsequent account value of a hypothetical $10,000 investment in
shares of the Funds for the life of each Fund (except Oppenheimer Money
Fund and Oppenheimer Income & Growth Fund) and comparing such values with
the same investments over the same time periods in the Broad-Based
Indices.  Set forth below are the relevant data points that will appear
on the linear graphs.  Additional information with respect to the
foregoing, including a description of the S&P 500 Index, is set forth in
the Prospectus under "Performance of the Funds - Management's Discussion
of Performance."     



                                                      Salomon
                                                      Brothers
Fiscal                                                High Yield
Year Ended             High Income Fund               Market Index
                                                
    04/30/86(1)                                       $10,000                         $10,000
12/31/86               $10,473                        $10,510
12/31/87               $11,318                        $10,990
12/31/88               $13,081                        $12,664
12/31/89               $13,715                        $13,012
12/31/90               $14,352                        $12,096
12/31/91               $19,220                        $16,851
12/31/92               $22,664                        $19,859
12/31/93               $28,632                        $24,878
12/31/94               $27,722                        $24,569     

                                                      Lehman
                                                      Brothers
Fiscal                                                Corporate
Year Ended             Bond Fund                      Bond Index
    04/03/85           $10,000                        $10,000
12/31/85               $11,882                        $11,819
12/31/86               $13,084                        $13,770
12/31/87               $13,415                        $14,112
12/31/88               $14,618                        $15,352
12/31/89               $16,565                        $17,526
12/31/90               $17,877                        $18,811
12/31/91               $21,028                        $22,325
12/31/92               $22,395                        $24,294
12/31/93               $25,315                        $27,209
12/31/94               $24,825                        $26,139     

Fiscal                 Capital
Year Ended             Appreciation Fund              S&P 500 Index
    08/15/86(1)                                       $10,000                         $10,000
12/31/86               $ 9,835                        $ 9,684
12/31/87               $11,245                        $10,192
12/31/88               $12,754                        $11,880
12/31/89               $16,269                        $15,638
12/31/90               $13,533                        $15,152
12/31/91               $20,938                        $19,758
12/31/92               $24,167                        $21,261
12/31/93               $30,770                        $23,400
12/31/94               $28,434                        $23,706     

Fiscal
Year Ended             Growth Fund                    S&P 500 Index
    04/30/85           $10,000                        $10,000
12/31/85               $10,950                        $12,076
12/31/86               $12,894                        $14,331
12/31/87               $13,322                        $15,083
12/31/88               $16,265                        $17,581
12/31/89               $20,101                        $23,141
12/31/90               $18,450                        $22,422
12/31/91               $23,163                        $29,238
12/31/92               $26,528                        $31,463
12/31/93               $28,451                        $34,668
12/31/94               $28,726                        $35,081     




                                                                                      Lehman
                                                                                      Brothers
Fiscal                 Multiple                                                       Aggregate
Year Ended             Strategies Fund                S&P 500 Index                   Bond Index
                                                                             
    02/09/87(1)                                       $10,000                         $10,000    $10,000
12/31/87               $10,397                        $ 8,923                         $10,063
12/31/88               $12,700                        $10,401                         $10,857
12/31/89               $14,701                        $13,690                         $12,434
12/31/90               $14,421                        $13,265                         $13,549
12/31/91               $16,941                        $17,297                         $15,716
12/31/92               $18,463                        $18,613                         $16,879
12/31/93               $21,408                        $20,486                         $18,525
12/31/94               $20,991                        $20,754                         $17,984     

                                                      Morgan
Fiscal                 Global                         Stanley                         
Year Ended             Securities Fund                World Index
    11/12/90(1)                                       $10,000                         $10,000
12/31/90               $10,040                        $10,211
12/31/91               $10,380                        $12,148
12/31/92               $ 9,642                        $11,582
12/31/93               $16,423                        $14,261
12/31/94               $15,483                        $14.985     

                                                      Lehman                          Salomon
                                                      Brothers                        Brothers World
Fiscal                 Strategic                      Aggregate                       Government
Year Ended             Bond Fund                      Bond Index                      Bond Index
    05/03/93(1)                                       $10,000                         $10,000    $10,000
12/31/93               $10,425                        $10,453                         $10,426
12/31/94               $10,032                        $10,147                         $10,671     


________________________
(1) Commencement of operations.


    Oppenheimer Variable Account Funds
3410 South Galena Street
Denver, Colorado 80231
1-800-525-7048     

Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York  10048-0203

Transfer Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217

Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, New York  10015

Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado  80202

Legal Counsel
    Myer, Swanson, Adams & Wolf, P.C.     
1600 Broadway
Denver, Colorado  80202


    No dealer, broker, salesperson or any other person has been authorized
to give any information or to make any representations other than those
contained in this Prospectus or the Statement of Additional Information,
and if given or made, such information and representations must not be
relied upon as having been authorized by the  Fund, Oppenheimer Management
Corporation or any affiliate thereof.  This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any state to any person to whom it is
unlawful to make such an offer in such state.



PR600.001.0495     



Oppenheimer Variable Account Funds
3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048


    Statement of Additional Information dated May 1, 1995.     


OPPENHEIMER VARIABLE ACCOUNT FUNDS (the "Trust") is an investment company
consisting of nine separate Funds (the "Funds"):

    Oppenheimer Money Fund ("Money Fund")
Oppenheimer High Income Fund ("High Income Fund")
Oppenheimer Bond Fund ("Bond Fund")
Oppenheimer Capital Appreciation Fund ("Capital Appreciation Fund")
Oppenheimer Growth Fund ("Growth Fund")
Oppenheimer Multiple Strategies Fund ("Multiple Strategies Fund")
Oppenheimer Income & Growth Fund ("Income & Growth Fund")
Oppenheimer Global Securities Fund ("Global Securities Fund")
Oppenheimer Strategic Bond Fund ("Strategic Bond Fund")

Shares of the Funds are sold only to provide benefits under variable life
insurance policies and variable annuity contracts (collectively the
"Accounts"), as described in the Account Prospectus.

This Statement of Additional Information is not a Prospectus.  This
document contains additional information about the Fund and supplements
information in the Prospectus dated May 1, 1995.  It should be read
together with the Trust's Prospectus, which may be obtained by writing to
the Fund's Transfer Agent, Oppenheimer Shareholder Services, at P.O. Box
5270, Denver, Colorado 80217, or by calling the Transfer Agent at the
toll-free number shown above, and the Account Prospectus.     


TABLE OF CONTENTS

Page 
    About the Funds                                                             
Investment Objectives and Policies
     Investment Policies and Strategies
     Other Investment Techniques and Strategies
     Other Investment Restrictions
How the Funds are Managed
     Organization and History
     Trustees and Officers of the Trust
     The Manager and Its Affiliates
Brokerage Policies of the Funds
Performance of the Funds
About Your Account                                    
Dividends, Capital Gains and Taxes
Additional Information About the Trust
Financial Information About the Trust                                          
Independent Auditors' Report
Financial Statements
Appendix A:  Industry Classifications     


    ABOUT THE FUNDS

Investment Objectives and Policies

Investment Policies and Strategies.  The investment objectives and
policies of each of the Funds are described in the Prospectus.  Set forth
below is supplemental information about those policies.  Certain
capitalized terms used in this Additional Statement are defined in the
Prospectus.

        -  Money Fund  The Prospectus describes "Eligible Securities" in
which Money Fund may invest and indicates that if a security's rating is
downgraded, the Manager and/or the Board may have to reassess the
security's credit risk.  If a security has ceased to be a First Tier
Security, the Manager will promptly reassess whether the security
continues to present "minimal credit risk."  If the Manager becomes aware
that any Rating Organization has downgraded its rating of a Second Tier
Security or rated an unrated security below its second highest rating
category, the Trust's Board of Trustees shall promptly reassess whether
the security presents minimal credit risk and whether it is in Money
Fund's best interests to dispose of it; but if Money Fund disposes of the
security within 5 days of Oppenheimer Management Corporation (the
"Manager") learning of the downgrade, the Manager will provide the Board
with subsequent notice of such downgrade.  If a security is in default,
or ceases to be an Eligible Security, or is determined no longer to
present minimal credit risks, the Board must determine whether it would
be in Money Fund's best interests to dispose of the security.  The Rating
Organizations currently designated as such by the Securities and Exchange
Commission ("SEC") are Standard & Poor's Corporation, Moody's Investors
Services, Inc., Fitch Investors Services, Inc., Duff & Phelps, Inc., IBCA
Limited and its affiliate, IBCA, Inc., and Thomson BankWatch, Inc.  See
Appendix B to the Prospectus for a description of the rating categories
of the Rating Organizations.     

        -  Time Deposits.  The Fund may invest in fixed time deposits, which
are non-negotiable deposits in a bank for a specified period of time at
a stated interest rate, whether or not subject to withdrawal penalties;
however, such deposits which are subject to such penalties, other than
deposits maturing in less than 7 days, are subject to the 10% investment
limitation for illiquid securities set forth in "Special Investment
Methods - Restricted and Illiquid Securities" in the Prospectus.

        -  Floating Rate/Variable Rate Notes.  Money Fund may invest in
instruments with floating or variable interest rates.  The interest rate
on a floating rate obligation is based on a stated prevailing market rate,
such as a bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate
of return on commercial paper or bank certificates of deposit, or some
other standard, and is adjusted automatically each time such market rate
is adjusted.  The interest rate on a variable rate obligation is also
based on a stated prevailing market rate but is adjusted automatically at
a specified interval of no less than one year.  Some variable rate or
floating rate obligations in which Money Fund may invest have a demand
feature entitling the holder to demand payment at an amount approximately
equal to amortized cost or the principal amount thereof plus accrued
interest at any time, or at specified intervals not exceeding one year. 
These notes may or may not be backed by bank letters of credit.  Variable
rate demand notes may include master demand notes which are obligations
that permit Money Fund to invest fluctuating amounts, which may change
daily without penalty, pursuant to direct arrangements between Money Fund,
as lender, and the borrower.  The interest rates on these notes fluctuate
from time to time.  The issuer of such obligations normally has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligations plus accrued interest upon
a specified number of days' notice to the holders of such obligations. 
Generally, the changes in the interest rate on such securities reduce the
fluctuation in their market value.  As interest rates decrease or
increase, the potential for capital appreciation or depreciation is less
than that for fixed-rate obligations of the same maturity.  Because these
obligations are direct lending arrangements between the lender and the
borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value.  Accordingly,
where these obligations are not secured by letters of credit or other
credit support arrangements,  Money Fund's right to redeem is dependent
on the ability of the borrower to pay principal and interest on demand. 
Such obligations frequently are not rated by credit rating agencies and
Money Fund may invest in obligations which are not so rated only if the
Manager determines that at the time of investment the obligations are of
comparable quality to the other obligations in which Money Fund may
invest.  The Manager, on behalf of Money Fund, will consider on an ongoing
basis the creditworthiness of the issuers of the floating and variable
rate obligations in Money Fund's portfolio.  There is no limit on the
amount of the Money Fund's assets that may be invested in floating rate
and variable rate obligations.  Floating rate or variable rate obligations
which do not provide for recovery of principal and interest within seven
days' notice will be subject to the limitations applicable to illiquid
securities described in "Special Investment Methods - Restricted and
Illiquid Securities" in the Prospectus. 

        -  Master Demand Notes.  Master demand notes are corporate
obligations that permit the investment of fluctuating amounts by Money
Fund at varying rates of interest pursuant to direct arrangements between
Money Fund, as lender, and the corporate borrower that issues the note. 
These notes permit daily changes in the amounts borrowed.  Money Fund has
the right to increase the amount under the note at any time up to the full
amount provided by the note agreement, or to decrease the amount.  The
borrower may repay up to the full amount of the note at any time without
penalty.  It is not generally contemplated that master demand notes will
be traded because they are direct lending arrangements between the lender
and the borrower.  There is no secondary market for these notes, although
they  are redeemable and thus immediately repayable by the borrower at
face value, plus accrued interest, at any time.  Accordingly, Money Fund's
right to redeem is dependent upon the ability of the borrower to pay
principal and interest on demand.  In evaluating the master demand
arrangements, the Manager considers the earning power, cash flow, and
other liquidity ratios of the issuer.  If they are not rated, Money Fund
may invest in them only if, at the time of an investment, they are
Eligible Securities.  The Manager will continuously monitor the borrower's
financial ability to meet all of its obligations because Money Fund's
liquidity might be impaired if the borrower were unable to pay principal
and interest on demand.

        -  Money Fund, High Income Fund, Bond Fund and Strategic Bond Fund. 
The market value of fixed income securities in which Money Fund, High
Income Fund, Bond Fund and Strategic Bond Fund may invest generally will
be affected by changes in the level of interest rates.  An increase in
interest rates will tend to reduce the market value of fixed income
investments, and a decline in interest rates will tend to increase their
value. In order to take advantage of differences in securities prices and
yields or of fluctuations in interest rates, consistent with their
respective investment objectives, these Funds may trade for short-term
profits.     

        -  High Yield Securities.  As stated in the Prospectus, the corporate
debt in which High Income Fund and Strategic Bond Fund will principally
invest may be in the lower rating categories.                                 

        Risks of high yield securities include:  (i) limited liquidity and
secondary market support, (ii) substantial market price volatility
resulting from changes in prevailing interest rates, (iii) subordination
to the prior claims of banks and other senior lenders, (iv) the operation
of mandatory sinking fund or call/redemption provisions during periods of
declining interest rates which may cause the Fund to invest premature
redemption proceeds in lower yielding portfolio securities, (v) the
possibility that earnings of the issuer may be insufficient to meet its
debt service, and (vi) the issuer's low creditworthiness and potential for
insolvency during periods of rising interest rates and economic downturn.
As a result of the limited liquidity of high yield securities, their
prices have at times experienced significant and rapid decline when a
substantial number of holders decided to sell.  A decline is also likely
in the high yield bond market during an economic downturn.  An economic
downturn or an increase in interest rates could severely disrupt the
market for high yield bonds and adversely affect the value of outstanding
bonds and the ability of the issuers to repay principal and interest.  In
addition, there have been several Congressional attempts to limit the use
of tax and other advantages of high yield bonds which, if enacted, could
adversely affect the value of these securities and the net asset value of
these two Funds.  For example, federally-insured savings and loan
associations have been required to divest their investments in high yield
bonds.  

        -  Capital Appreciation Fund, Growth Fund, Multiple Strategies Fund,
Income & Growth Fund, Strategic Bond Fund and Global Securities Fund.  The
investment risks and rewards of certain of the investment policies of
these six Funds are discussed below.     

        -  Securities of Growth-Type Companies.  Capital Appreciation Fund,
Growth Fund and Global Securities Fund may emphasize securities of
"growth-type" companies.  Such issuers typically are those whose goods or
services have relatively favorable long-term prospects for increasing
demand, or ones which develop new products, services or markets and
normally retain a relatively large part of their earnings for research,
development and investment in capital assets.  They may include companies
in the natural resources fields or those developing industrial
applications for new scientific knowledge having potential for
technological innovation, such as nuclear energy, oceanography, business
services and new customer products.

        -  Small Unseasoned Companies.  Each of these six Funds may invest
in securities of small unseasoned companies.  These are companies that
have been in operation for less than three years, even after including the
operations of any of their predecessors.  Securities of these companies
may have a limited liquidity (which means that a Fund may have difficulty
selling them at an acceptable price when it wants to) and the price of
those securities may be volatile.  

        -  Domestic Securities.  Investments by Strategic Bond Fund, Income
& Growth Fund and Multiple Strategies Fund in fixed-income securities
issued by domestic corporations may include participation interests,
asset-backed securities and other debt obligations (bonds, debentures,
notes, mortgage-backed securities and CMOs) together with preferred
stocks.     

        -  Investment Policies - Collaterized Securities.  Each of these
Funds may invest in the collaterized securities described below.  High
Income Fund, Bond Fund and Strategic Bond Fund are most likely to make
such investments.

        -  Asset-Backed Securities.  The value of an asset-backed security
is affected by changes in the market's perception of the asset backing the
security, the creditworthiness of the servicing agent for the loan pool,
the originator of the loans, or the financial institution providing any
credit enhancement, and is also affected if any credit enhancement has
been exhausted.  The risks of investing in asset-backed securities are
ultimately dependent upon payment of consumer loans by the individual
borrowers.  As a purchaser of an asset-backed security, the Fund would
generally have no recourse to the entity that originated the loans in the
event of default by a borrower.  The underlying loans are subject to
prepayments, which shorten the weighted average life of asset-backed
securities and may lower their return, in the same manner as described
above for prepayments of a pool of mortgage loans underlying mortgage-
backed securities.

        -  Mortgage-Backed Securities.  These securities represent
participation interests in pools of residential mortgage loans which may
or may not be guaranteed by agencies or instrumentalities of the U.S.
Government.  Such securities differ from conventional debt securities
which generally provide for periodic payment of interest in fixed or
determinable amounts (usually semi-annually) with principal payments at
maturity or specified call dates.  Mortgage-backed securities may be
backed by the full faith and credit of the U.S. Treasury (e.g., direct
pass-through certificates of Government National Mortgage Association);
some are supported by the right of the issuer to borrow from the U.S.
Government (e.g., obligations of Federal Home Loan Mortgage Corporation);
and some are backed by only the credit of the issuer itself.  Those
guarantees do not extend to the value or yield of the mortgage-backed
securities themselves or to the net asset value of the Fund's shares.  Any
of those government agencies may also issue collateralized mortgage-backed
obligations, discussed below.

        The yield on mortgage-backed securities is based on the average
expected life of the underlying pool of mortgage loans.  The actual life
of any particular pool will be shortened by any unscheduled or early
payments of principal and interest.  Principal prepayments generally
result from the sale of the underlying property or the refinancing or
foreclosure of underlying mortgages.  The occurrence of prepayments is
affected by a wide range of economic, demographic and social factors and,
accordingly, it is not possible to predict accurately the average life of
a particular pool.  Yield on such pools is usually computed by using the
historical record of prepayments for that pool, or, in the case of newly-
issued mortgages, the prepayment history of similar pools.  The actual
prepayment experience of a pool of mortgage loans may cause the yield
realized by the Fund to differ from the yield calculated on the basis of
the expected average life of the pool.

        Prepayments tend to increase during periods of falling interest
rates, while during periods of rising interest rates prepayments will most
likely decline.  When prevailing interest rates rise, the value of a pass-
through security may decrease as do the values of other debt securities,
but, when prevailing interest rates decline, the value of a pass-through
security is not likely to rise to the extent that the values of other debt
securities rise, because of the prepayment feature of pass-through
securities.  The Fund's reinvestment of scheduled principal payments and
unscheduled prepayments it receives may occur at times when available
investments offer higher or lower rates than the original investment, thus
affecting the yield of the Fund.  Monthly interest payments received by
the Fund have a  compounding effect which may increase the yield to the
Fund more than debt obligations that pay interest semi-annually.  Because
of those factors, mortgage-backed securities may be less effective than
Treasury bonds of similar maturity at maintaining yields during periods
of declining interest rates.  The Fund may purchase mortgage-backed
securities at a premium or at a discount.  Accelerated prepayments
adversely affect yields for pass-through securities purchased at a premium
(i.e., at a price in excess of their principal amount) and may involve
additional risk of loss of principal because the premium may not have been
fully amortized at the time the obligation is repaid.  The opposite is
true for pass-through securities purchased at a discount.  The Fund may
purchase mortgage-backed securities at a premium or at a discount.  

        The Fund may invest in "stripped" mortgage backed securities, in
which the principal and interest portions of the security are separated
and sold.  Stripped mortgage-backed securities usually have at least two
classes each of which receives different proportions of interest and
principal distributions on the underlying pool of mortgage assets.  One
common variety of stripped mortgage-backed security has one class that
receives some of the interest and most of the principal, while the other
class receives most of the interest and remainder of the principal. In
some cases, one class will receive all of the interest (the "interest-
only" or "IO" class), while the other class will receive all of the
principal (the "principal-only" or "PO" class). Interest only securities
are extremely sensitive to interest rate changes, and prepayments of
principal on the underlying mortgage assets.  An increase in principal
payments or prepayments will reduce the income available to the IO
security.  In other types of CMOs, the underlying principal payments may
apply to various classes in a particular order, and therefore the value
of certain classes or "tranches" of such securities may be more volatile
that the value of the pool as a whole, and losses may be more severe than
on other classes.

        -  Collateralized Mortgage-Backed Obligations ("CMOs").  CMOs are
fully-collateralized bonds that are the general obligations of the issuer
thereof, either the U.S. Government, a U.S. Government instrumentality,
or a private issuer.  Such bonds generally are secured by an assignment
to a trustee (under the indenture pursuant to which the bonds are issued)
of collateral consisting of a pool of mortgages.  Payments with respect
to the underlying mortgages generally are made to the trustee under the
indenture.  Payments of principal and interest on the underlying mortgages
are not passed through to the holders of the CMOs as such (i.e., the
character of payments of principal and interest is not passed through, and
therefore payments to holders of CMOs attributable to interest paid and
principal repaid on the underlying mortgages do not necessarily constitute
income and return of capital, respectively, to such holders), but such
payments are dedicated to payment of interest on and repayment of
principal of the CMOs.  CMOs often are issued in two or more classes with
different characteristics such as varying maturities and stated rates of
interest.  Because interest and principal payments on the underlying
mortgages are not passed through to holders of CMOs, CMOs of varying
maturities may be secured by the same pool of mortgages, the payments on
which are used to pay interest on each class and to retire successive
maturities (known as "tranches") in sequence.  Unlike other mortgage-
backed securities (discussed above), CMOs are designed to be retired as
the underlying mortgages are repaid.  In the event of prepayment on such
mortgages, the class of CMO first to mature generally will be paid down. 
Therefore, although in most cases the issuer of CMOs will not supply
additional collateral in the event of such prepayment, there will be
sufficient collateral to secure CMOs that remain outstanding.

        -  Participation Interests.  Strategic Bond Fund, Global Securities
Fund, High Income Fund, Multiple Strategies Fund and Income & Growth Fund
may invest in participation interests, subject to the limitation,
described in "Restricted and Illiquid Securities" in the Prospectus, on
investments by the Fund in illiquid investments.  Participation interests
provide the Fund an undivided interest in a loan made by the issuing
financial institution in the proportion that the Fund's participation
interest bears to the total principal amount of the loan.  It is currently
intended that no more than 5% of net assets of Multiple Strategies Fund,
Income & Growth Fund or Strategic Bond Fund can be invested in
participation interests of the same issuing bank.  Participation interests
are primarily dependent upon the creditworthiness of the borrowing
corporation, which is obligated to make payments of principal and interest
on the loan, and there is a risk that such borrowers may have difficulty
making payments.  In the event the borrower fails to pay scheduled
interest or principal payments, the Fund could experience a reduction in
its income and might experience a decline in the net asset value of its
shares.  In the event of a failure by the financial institution to perform
its obligation in connection with the participation agreement, the Fund
might incur certain costs and delays in realizing payment or may suffer
a loss of principal and/or interest. 

        -  Borrowing for Leverage.  From time to time, each of Capital
Appreciation Fund, Strategic Bond Fund, Growth Fund, Multiple Strategies
Fund, Income & Growth Fund and Global Fund may borrow from banks on an
unsecured basis to invest the borrowed funds in portfolio securities. 
Borrowing is subject to the restrictions stated in the Prospectus. 
Pursuant to the requirements of the Investment Company Act, any such
borrowing will be made only from banks.  Growth Fund may borrow up to 5%
of the value of its assets and Global Securities Fund may borrow up to 10%
of the value of its assets.  Capital Appreciation Fund, Strategic Bond
Fund, Income & Growth Fund and Multiple Strategies Fund may borrow to the
extent that the value of that Fund's assets, less its liabilities other
than borrowings, is equal to at least 300% of all borrowings including the
proposed borrowing.  If the value of such Fund's assets, when computed in
that manner, should fail to meet the 300% asset coverage requirement, that
Fund is required within three days to reduce its bank debt to the extent
necessary to meet such requirement.  To do so, the Fund may have to sell
a portion of its investments at a time when it would otherwise not want
to sell the securities.  Borrowing for investment increases both
investment opportunity and risk.  Interest on money borrowed is an expense
these six Funds would not otherwise incur, so that they may have little
or no net investment income during periods of substantial borrowings. 
Since substantially all of these Funds' assets fluctuate in value whereas
borrowing obligations are fixed, when a Fund has outstanding borrowings,
its net asset value will tend to increase and decrease more when its
portfolio assets increase or decrease than would otherwise be the case.
    

        -  Foreign Securities.  The obligations of foreign governmental
entities may or may not be supported by the full faith and credit of a
foreign government.  Obligations of supranational entities include those
of international organizations designated or supported by governmental
entities to promote economic reconstruction or development and of
international banking institutions and related government agencies. 
Examples include the International Bank for Reconstruction and Development
(the World Bank), the European Coal and Steel Community, the Asian
Development Bank and the Inter-American Development Bank.  The
governmental members, or "stockholders," usually make initial capital
contributions to the supranational entity and in many cases are committed
to make additional capital contributions if the supranational entity is
unable to repay its borrowings.  Each supranational entity's lending
activities are limited to a percentage of its total capital (including
"callable capital" contributed by members at the entity's call), reserves
and net income.  There is no assurance that foreign governments will be
able or willing to honor their commitments.

        Investing in foreign securities involves considerations and possible
risks not typically associated with investing in securities in the U.S. 
The values of foreign securities will be affected by changes in currency
rates or exchange control regulations or currency blockage, application
of foreign tax laws, including withholding taxes, changes in governmental
administration or economic or monetary policy (in the U.S. or abroad) or
changed circumstances in dealings between nations.  Costs will be incurred
in connection with conversions between various currencies.  Foreign
brokerage commissions are generally higher than commissions in the U.S.,
and foreign securities markets may be less liquid, more volatile and less
subject to governmental regulation than in the U.S. Investments in foreign
countries could be affected by other factors not generally thought to be
present in the U.S., including expropriation or nationalization,
confiscatory taxation and potential difficulties in enforcing contractual
obligations, and could be subject to extended settlement periods.

        Because each Fund, other than Money Fund, may purchase securities
denominated in foreign currencies, a change in the value of any such
currency against the U.S. dollar will result in a change in the U.S.
dollar value of each Fund's assets and each Fund's income available for
distribution.  In addition, although a portion of each Fund's investment
income may be received or realized in foreign currencies, the Fund will
be required to compute and distribute its income in U.S. dollars, and
absorb the cost of currency fluctuations.  High Income Fund, Strategic
Bond Fund, Multiple Strategies Fund, Income & Growth Fund and Global
Securities Fund may engage in foreign currency exchange transactions for
hedging purposes to attempt to protect against changes in future exchange
rates.  See "Hedging - Forward Contracts," below.     

        The values of foreign investments and the investment income derived
from them may also be affected unfavorably by changes in currency exchange
control regulations.  Although each Fund, other than Money Fund, will
invest only in  securities denominated in foreign currencies that at the
time of investment do not have significant government-imposed restrictions
on conversion into U.S. dollars, there can be no assurance against
subsequent imposition of currency controls.  In addition, the values of
foreign securities will fluctuate in response to changes in U.S. and
foreign interest rates.

        Investments in foreign securities offer potential benefits not
available from investments solely in securities of domestic issuers by
offering the opportunity to invest in foreign issuers that appear to offer
growth potential, or in foreign countries with economic policies or
business cycles different from those of the U.S., or to reduce
fluctuations in portfolio value by taking advantage of foreign stock
markets that do not move in a manner parallel to U.S. markets.  From time
to time, U.S. government policies have discouraged certain investments
abroad by U.S. investors, through taxation or other restrictions, and it
is possible that such restrictions could be reimposed. 

        -  Warrants and Rights.  As described in the Prospectus, each Fund
other than Money Fund may invest in warrants and rights.  Warrants
basically are options to purchase equity securities at set prices valid
for a specified period of time.  Their prices do not necessarily move in
a manner parallel to the prices of the underlying securities.  Any price
paid for a warrant will be lost unless the warrant is exercised prior to
its expiration.  Rights are similar to warrants, but normally have a short
duration and are distributed directly by the issuer to its shareholders. 
Warrants and rights have no voting rights, receive no dividends and have
no rights with respect to the assets of the issuer.  

        -  Repurchase Agreements.  These Funds may acquire securities that
are subject to repurchase agreements in order to generate income while
providing liquidity as set forth in the prospectus.  Money Fund's
repurchase agreements must comply with the collateral requirements of Rule
2a-7 under the Investment Company Act.  In a repurchase transaction, a
Fund acquires a security from, and simultaneously resells it to, an
approved vendor (a U.S. commercial bank or the U.S. branch of a foreign
bank or broker-dealer which has been designated a primary dealer in
government securities which must meet the credit requirements set by the
Trust's Board of Trustees from time to time for delivery on an agreed-upon
future date.  The resale price exceeds the purchase price by an amount
that reflects an agreed-upon interest rate effective for the period during
which the repurchase agreement is in effect.  The majority of these
transactions run from day to day, and delivery pursuant to resale
typically will occur within one to five days of the purchase.  Repurchase
agreements are considered "loans" under the Investment Company Act,
collateralized by the underlying security.  The Funds' repurchase
agreements require that at all times while the repurchase agreement is in
effect, the value of the collateral must equal or exceed the repurchase
price to fully collateralize the repayment obligation.  Additionally, the
Funds' Manager will impose creditworthiness requirements to confirm that
the vendor is financially sound and will continuously monitor the
collateral's value.

        -  Loans of Portfolio Securities.  Each Fund may lend its respective
portfolio securities subject to the restrictions stated in the Prospectus. 
Under applicable regulatory requirements (which are subject to change),
the loan collateral must, on each business day, at least equal the value
of the loaned securities and must consist of cash, bank letters of credit,
U.S. Government securities, or certain other cash equivalents.  To be
acceptable as collateral, letters of credit must obligate a bank to pay 
amounts demanded by the Trust if the demand meets the terms of the letter. 
Such terms and the issuing bank must be satisfactory to the Trust.  Any
Fund lending its securities receives amounts equal to the dividends
declared or interest paid on the loaned securities during the term of the
loan as well as the interest on the collateral securities, less any
finders' or administrative fees the Fund pays in arranging the loan.  A
Fund may share the interest it receives on the collateral securities with
the borrower as long as it realizes at least a minimum amount of interest
required by the lending guidelines established by the Board of Trustees. 
The lending Fund will not lend its portfolio securities to any officer,
trustee, employee or affiliate of the Fund or its Manager.  The terms of
a Fund's loans must meet certain tests under the Internal Revenue Code and
permit it to reacquire loaned securities on five days' notice or in time
to vote on any important matter.

        -  When-Issued and Delayed Delivery Transactions.  Each Fund may
purchase securities on a "when-issued" basis, and may purchase or sell
such securities on a "delayed delivery" basis.  Although a Fund will enter
into such transactions for the purpose of acquiring securities for its
portfolio or for delivery pursuant to options contracts it has entered
into, the Fund may dispose of a commitment prior to settlement.  "When-
issued" or "delayed delivery" refers to securities whose terms and
indenture are available and for which a market exists, but which are not
available for immediate delivery.  When such transactions are negotiated
the price (which is generally expressed in yield terms) is fixed at the
time the commitment is made, but delivery and payment for the securities
take place at a later date.  The commitment to purchase a security for
which payment will be made on a future date may be deemed a separate
security and involve risk of loss if the value of the security declines
prior to the settlement date.  During the period between commitment by a
Fund and settlement (generally within two months but not to exceed 120
days), no payment is made for the securities purchased by the purchaser,
and no interest accrues to the purchaser from the transaction.  Such
securities are subject to market fluctuation; the value at delivery may
be less than the purchase price.  The Fund will maintain a segregated
account with its Custodian, consisting of cash, U.S. Government
securities, or other high grade debt securities rated "A" or better by
Moody's or Standard & Poor's at least equal to the value of purchase
commitments until payment is made.     

        The Funds will engage in when-issued transactions in order to secure
what is considered to be an advantageous price and yield at the time of
entering into the obligation.  When a Fund engages in when-issued or
delayed delivery transactions, it relies on the buyer or seller, as the
case may be, to consummate the transaction.  Failure to do so may result
in the Fund losing the opportunity to obtain a price and yield considered
to be advantageous.  If any of the Funds chooses to (i) dispose of the
right to acquire a when-issued security prior to its acquisition or (ii)
dispose of its right to deliver or receive against a forward commitment,
it may incur a gain or loss.  At the time the Fund makes a commitment to
purchase or sell a security on a when-issued or forward commitment basis,
it records the transaction and reflects the value of the security
purchased, or if a sale, the proceeds to be received in determining its
net asset value.

        To the extent any Fund engages in when-issued and delayed delivery
transactions, it will do so for the purpose of acquiring or selling
securities consistent with its investment objective and policies and not
for the purposes of investment leverage.  Each Fund enters into such
transactions only with the intention of actually receiving or delivering
the securities, although (as noted  above), when-issued securities and
forward commitments may be sold prior to settlement date.  In addition,
changes in interest rates in a direction other than that expected by the
Manager before settlement will affect the value of such securities and may
cause loss to that Fund. 

        When-issued transactions and forward commitments allow a Fund a
technique to use against anticipated changes in interest rates and prices. 
For instance, in periods of rising interest rates and falling prices, the
Fund might sell securities in its portfolio on a forward commitment basis
to attempt to limit its exposure to anticipated falling prices.  In
periods of falling interest rates and rising prices, a Fund might sell
portfolio securities and purchase the same or similar securities on a
when-issued or forward commitment basis, thereby obtaining the benefit of
currently higher cash yields.

    Other Investment Techniques and Strategies

Covered Calls and Hedging

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

        The Funds' strategy of hedging with Futures and options on Futures
will be incidental to each such Fund's activities in the underlying cash
market.  When hedging to attempt to protect against declines in the market
value of the Fund's portfolio, to permit the Fund to retain unrealized
gains in the value of portfolio securities which have appreciated, or to
facilitate selling securities for investment reasons, a given Fund would:
(i) sell Futures, (ii) purchase puts on such Futures or securities, or
(iii) write covered calls on securities or on Futures.  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 Fund's portfolio debt
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. 

        When hedging to attempt to protect against declines in the dollar
value of a foreign currency-denominated security or in a payment on such
security, a Fund would: (a) purchase puts on that foreign currency or on
foreign currency Futures, (b) write calls on that currency or on such
Futures, or (c) enter into Forward Contracts at a lower or higher rate
than the spot ("cash") rate.  Additional information about the Hedging
Instruments these Funds may use is provided below.  At present, the Funds
do not intend to purchase or sell Futures or related options if, after any
such purchase, the sum of initial margin deposits on Futures and premiums
paid for related options exceeds 5% of the value of that Fund's total
assets.  Certain options on foreign currencies are considered related
options for this purpose.  In the future, a Fund may employ Hedging
Instruments and strategies that are not presently contemplated but which
may be developed, to the extent such investment methods are consistent
with that Fund's investment objective, legally permissible and adequately
disclosed.

Writing Covered Call Options.  When any of the Funds (except Money Fund)
write a call on a security, it receives a premium and agrees to sell the
underlying security to a purchaser of a corresponding call on the same
security  during the call period (usually not more than 9 months) at a
fixed exercise price (which may differ from the market price of the
underlying security), regardless of market price changes during the call
period.  Such Fund has retained the risk of loss should the price of the
underlying security decline during the call period, which may be offset
to some extent by the premium.     

        To terminate its obligation on a call it has written, each such Fund
may purchase a corresponding call in a  "closing purchase transaction." 
A profit or loss will be realized, depending upon whether the net of the
amount of the option transaction costs and the premium received on the
call written was more or less than the price of the call subsequently
purchased.  A profit may also be realized if the call expires unexercised,
because a Fund retains the underlying security and the premium received. 
Any such profits are considered short-term capital gains for Federal
income tax purposes, and when distributed by each such Fund are taxable
as ordinary income.  If the Fund could not effect a closing purchase
transaction due to lack of a market, it would have to hold the callable
securities until the call expired or was exercised.  Call writing may
affect a Fund's turnover rate and brokerage commissions.  The exercise of
calls written by a Fund may cause that Fund to sell related portfolio
securities, thus increasing its turnover rate in a manner beyond its
control. 

        The Funds may also write (and purchase) calls on foreign currencies. 
A call written on a foreign currency by any of the Funds is "covered" if
the Fund owns the underlying foreign currency covered by the call or has
an absolute and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration held
in a segregated account by its custodian) upon conversion or exchange of
other foreign currency held in its portfolio.  A call written by any of
the Funds on a foreign currency is for cross-hedging purposes if it is not
covered, but is designed to provide a hedge against a decline (due to an
adverse change in the exchange rate) in the U.S. dollar value of a
security which the Fund owns or has the right to acquire and which is
denominated in the currency underlying the option.  In such circumstances,
the Fund collateralizes the option by maintaining in a segregated account
with the Fund's custodian, cash or U.S. Government securities in an amount
not less than the value of the underlying foreign currency in U.S. dollars
marked-to-market daily.

        A Fund may also write calls on Futures without owning a futures
contract (or, with respect to the High Income Fund, a deliverable bond)
provided that at the time the call is written, the Fund covers the call
by segregating in escrow an equivalent dollar amount of liquid assets. 
The Fund will segregate additional liquid assets if the value of the
escrowed assets drops below 100% of the current value of the Future.  In
no circumstances would an exercise notice require a Fund to deliver a
futures contract; it would simply put the Fund in a short futures
position, which is permitted by each Fund's hedging policies.

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

        Writing Put Options.  A put option on securities gives the purchaser
the right to sell, and the writer the obligation to buy, the underlying
investment at the exercise price during the option period.  Writing a put
covered by segregated liquid assets equal to the exercise price of the put
has the same economic effect to a Fund as writing a covered call.  The
premium the Fund receives from writing a put option represents a profit,
as long as the price of the underlying investment remains above the
exercise price.  However, a Fund has also assumed the obligation during
the option period to buy the underlying investment from the buyer of the
put at the exercise price, even though the value of the investment may
fall below the exercise price.  If the put expires unexercised, the Fund
(as the writer of the put) realizes a gain in the amount of the premium
less transaction costs.  If the put is exercised, the Fund must fulfill
its obligation to purchase the underlying investment at the exercise
price, which will usually exceed the market value of the investment at
that time.  In that case, the Fund may incur a loss, equal to the sum of
the sale price of the underlying investment and the premium received minus
the sum of the exercise price and any transaction costs incurred.

        When writing put options on securities or on foreign currencies, to
secure its obligation to pay for the underlying security, the Fund will
deposit in escrow liquid assets with a value equal to or greater than the
exercise price of the underlying securities.  The Fund therefore forgoes
the opportunity of investing the segregated assets or writing calls
against those assets.  As long as the obligation of the Fund as the put
writer continues, it may be assigned an exercise notice by the exchange
or broker-dealer through whom such option was sold, requiring the Fund to
take delivery of the underlying security against payment of the exercise
price.  The Fund may be assigned an exercise notice at any time prior to
the termination of its obligation as the writer of the put.  This
obligation terminates upon expiration of the put, or such earlier time at
which the Fund effects a closing purchase transaction by purchasing a put
of the same series as that previously sold.  Once the Fund has been
assigned an exercise notice, it is thereafter not allowed to effect a
closing purchase transaction. 

        The Fund may effect a closing purchase transaction to realize a
profit on an outstanding put option it has written or to prevent an
underlying security from being put.  Furthermore, effecting such a closing
purchase transaction will permit the Fund to write another put option to
the extent that the exercise price thereof is secured by the deposited
assets, or to utilize the proceeds from the sale of such assets for other
investments by that Fund.  The Fund will realize a profit or loss from a
closing purchase transaction if the cost of the transaction is less or
more than the premium received from writing the option.  As above for
writing covered calls, any and all such profits described herein from
writing puts are considered short-term gains for Federal tax purposes, and
when distributed by the Fund, are taxable as ordinary income.

        Purchasing Calls and Puts.  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.  The
Fund benefits only if the call is sold at a profit or if, during the call
period, the market price of the underlying investment is above the sum of
the call price plus the transaction costs and the premium paid  for the
call and the call is exercised.  If the call is not exercised or sold
(whether or not at a profit), it will become worthless at its expiration
date and the Fund will lose its premium payment and the right to purchase
the underlying investment.     

        When such Fund purchases a put, it pays a premium and has the right
to sell the underlying investment to a seller of a put on a corresponding
investment during the put period at a fixed exercise price.  Buying a put
on securities or Futures a Fund owns enables the Fund to attempt to
protect itself during the put period against a decline in the value of the
underlying investment below the exercise price by selling the underlying
investment at the exercise price to a seller of a corresponding put.  If
the market price of the underlying investment is equal to or above the
exercise price and, as a result, the put is not exercised or resold, the
put will become worthless at its expiration date and the Fund will lose
its premium payment and the right to sell the underlying investment; the
put may, however, be sold prior to expiration (whether or not at a
profit).

        Purchasing a put on either Futures or on securities it does not own
permits a Fund either to resell the put or, if applicable, to buy the
underlying investment and sell it at the exercise price.  The resale price
of the put will vary inversely with the price of the underlying
investment.  If the market price of the underlying investment is above the
exercise price, and, as a result, the put is not exercised, the put will
become worthless on its expiration date.  In the event of a decline in
price of the underlying investment, the Fund could exercise or sell the
put at a profit to attempt to offset some or all of its loss on its
portfolio securities.  When the Fund purchases a put on a Future or
security not held by it, the put protects the Fund to the extent that the
prices of the underlying Future or securities move in a similar pattern
to the prices of the securities in a Fund's portfolio.

        Futures.  No price is paid or received upon the purchase or sale of
a Future.  Upon entering into a Futures transaction, a Fund will be
required to deposit an initial margin payment with the futures commission
merchant (the "futures broker").  The initial margin will be deposited
with the Fund's Custodian in an account registered in the futures broker's
name; however the futures broker can gain access to that account only
under specified conditions.  As the Future is marked to market to reflect
changes in its market value, subsequent margin payments, called variation
margin, will be paid to or by the futures broker on a daily basis.  Prior
to expiration of the Future, if the Fund elects to close out its position
by taking an opposite position, a final determination of variation margin
is made, additional cash is required to be paid by or released to the
Fund, and any loss or gain is realized for tax purposes.  All futures
transactions are effected through a clearinghouse associated with the
exchange on which the contracts are traded.

        Forward Contracts.  A Forward Contract involves bilateral obligations
of one party to purchase, and another party to sell, a specific currency
at a future date (which may be any fixed number of days from the date of
the contract agreed upon by the parties), at a price set at the time the
contract is entered into.  These contracts are traded in the interbank
market conducted directly between currency traders (usually large
commercial banks) and their customers.

        The Funds may use Forward Contracts to protect against uncertainty
in the level of future exchange rates.  The use of Forward Contracts does
not eliminate fluctuations in the prices of the underlying securities the
Fund owns or intends to acquire, but it does fix a rate of exchange in
advance.  In addition, although Forward Contracts limit the risk of loss
due to a decline in the value of the hedged currencies, at the same time
they limit any potential gain that might result should the value of the
currencies increase.  None of the Funds speculate with Forward Contracts
or foreign currency exchange rates.     

        These Funds may enter into Forward Contracts with respect to specific
transactions.  For example, when a Fund enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when
a Fund anticipates receipt of dividend payments in a foreign currency, a
Fund may desire to "lock-in" the U.S. dollar price of the security or the
U.S. dollar equivalent of such payment by entering into a Forward
Contract, for a fixed amount of U.S. Dollars per unit of foreign currency,
for the purchase or sale of the amount of foreign currency involved in the
underlying transaction.  A Fund will thereby be able to protect itself
against a possible loss resulting from an adverse change in the
relationship between the currency exchange rates during the period between
the date on which the security is purchased or sold, or on which the
payment is declared, and the date on which such payments are made or
received.  

        These Funds may also use Forward Contracts to lock in the U.S. dollar
value of portfolio positions ("position hedge").  In a position hedge, for
example, when a Fund believes that foreign currency may suffer a
substantial decline against the U.S. dollar, it may enter into a forward
sale contract to sell an amount of that foreign currency approximating the
value of some or all of that Fund's portfolio securities denominated in
such foreign currency, or when a Fund believes that the U.S. dollar may
suffer a substantial decline against a foreign currency, it may enter into
a forward purchase contract to buy that foreign currency for a fixed
dollar amount.  In this situation the Fund may, in the alternative, enter
into a Forward Contract to sell a different foreign currency for a fixed
U.S. dollar amount where that Fund believes that the U.S. dollar value of
the currency to be sold pursuant to the Forward Contract will fall
whenever there is a decline in the U.S. dollar value of the currency in
which portfolio securities of that Fund are denominated ("cross-hedge").

        These Funds will not enter into such Forward Contracts or maintain
a net exposure to such contracts where the consummation of the contracts
would obligate that Fund to deliver an amount of foreign currency in
excess of the value of the Fund's portfolio securities or other assets
denominated in that currency.  The Fund, however, in order to avoid excess
transactions and transaction costs, may maintain a net exposure to Forward
Contracts in excess of the value of the Fund's portfolio securities or
other assets denominated in that currency provided the excess amount is
"covered" by liquid, high-grade debt securities, denominated in that
foreign currency or U.S. dollars, at least equal at all times to the
amount of such excess.  As an alternative, the Fund may purchase a call
option permitting the Fund to purchase the amount of foreign currency
being hedged by a forward sale contract at a price no higher than the
forward contract price or the Fund may purchase a put option permitting
the Fund to sell the amount of foreign currency subject to a forward
purchase contract at a price as high or higher than the forward contract
price.  Unanticipated changes in currency prices may result in poorer
overall performance for the Fund than if it had not entered into such
contracts.

        The precise matching of the Forward Contract amounts and the value
of the securities involved will not generally be possible because the
future value of such securities in foreign currencies will change as a
consequence of market movements in the value of these securities between
the date the Forward Contract is entered into and the date it is sold. 
Accordingly, it may be necessary for a Fund to purchase additional foreign
currency on the spot (i.e., cash) market (and bear the expense of such
purchase), if the market value of the security is less than the amount of
foreign currency the Fund is obligated to deliver and if a decision is
made to sell the security and make delivery of the foreign currency. 
Conversely, it may be necessary to sell on the spot market some of the
foreign currency received upon the sale of the portfolio security if its
market value exceeds the amount of foreign currency a Fund is obligated
to deliver.  The projection of short-term currency market movements is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain.  Forward Contracts involve the risk that
anticipated currency movements will not be accurately predicted, causing
a Fund to sustain losses on these contracts and transactions costs.  

        At or before the maturity of a Forward Contract requiring any Fund
to sell a currency, the Fund may either sell a portfolio security and use
the sale proceeds to make delivery of the currency or retain the security
and offset its contractual obligation to deliver the currency by
purchasing a second contract  pursuant to which the Fund will obtain, on
the same maturity date, the same amount of the currency that it is
obligated to deliver.  Similarly, the Fund may close out a Forward
Contract requiring it to purchase a specified currency by entering into
a second contract entitling it to sell the same amount of the same
currency on the maturity date of the first contract.  The Fund would
realize a gain or loss as a result of entering into such an offsetting
Forward Contract under either circumstance to the extent the exchange rate
or rates between the currencies involved moved between the execution dates
of the first contract and offsetting contract.

        The cost to the Fund of engaging in Forward Contracts varies with
factors such as the currencies involved, the length of the contract period
and the market conditions then prevailing.  Because Forward Contracts are
usually entered into on a principal basis, no fees or commissions are
involved.  Because such contracts are not traded on an exchange, a Fund
must evaluate the credit and performance risk of each particular
counterparty under a Forward Contract.

        Although each Fund values its assets daily in terms of U.S. dollars,
it does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis.  The Fund may convert foreign currency from time
to time, and investors should be aware of the costs of currency
conversion.  Foreign exchange dealers do not charge a fee for conversion,
but they do seek to realize a profit based on the difference between the
prices at which they buy and sell various currencies.  Thus, a dealer may
offer to sell a foreign currency to the Fund at one rate, while offering
a lesser rate of exchange should that Fund desire to resell that currency
to the dealer. 

        Interest Rate Swap Transactions.  The risk incurred by a Fund in
entering into a swap agreement is twofold: interest rate risk and credit
risk.  There is a risk that, based on movements of interest rates in the
future, the payments made by the Fund under a swap agreement will have
been greater than those received by it.  Credit risk arises from the
possibility that the counterparty will default.  If the counterparty to
an interest rate swap defaults, the Fund's loss will consist of the net
amount of contractual interest payments that the Fund has not yet
received.  The Manager will monitor the creditworthiness of counterparties
to the Fund's interest rate swap transactions on an ongoing basis.  These
Funds will enter into swap transactions with appropriate counterparties
pursuant to master netting agreements.  A master netting agreement
provides that all swaps done between the Fund and that counterparty under
the master agreement shall be regarded as parts of an integral agreement. 
If on any date amounts are payable in the same currency in respect of one
or more swap transactions, the net amount payable on that date in that
currency shall be paid.  In addition, the master netting agreement may
provide that if one party defaults generally or on one swap, the
counterparty may terminate the swaps with that party.  Under such
agreements, if there is a default resulting in a loss to one party, the
measure of that party's damages is calculated by reference to the average
cost of a replacement swap with respect to each swap (i.e., the mark-to-
market value at the time of the termination of each swap).  The gains and
losses on all swaps are then netted, and the result is the counterparty's
gain or loss on termination.  The termination of all swaps and the netting
of gains and losses on termination is generally referred to as
"aggregation."     

        Additional Information About Hedging Instruments and Their Use.  Each
Fund's Custodian, or a securities depository acting for the Custodian,
will act as that Fund's escrow agent, through the facilities of the
Options Clearing Corporation ("OCC"), as to the securities on which the
Fund has written options or as to other acceptable escrow securities, so
that no margin will be required for such transactions.  OCC will release
the securities on the expiration of the option or upon the Fund's entering
into a closing transaction.  An option position may be closed out only on
a market which provides secondary trading for options of the same series,
and there is no assurance that a liquid secondary market will exist for
any particular option. 

        When a Fund writes an over-the-counter ("OTC") option, it will enter
into an arrangement with a securities dealer, which would establish a
formula price at which that Fund would have the absolute right to
repurchase that OTC option.  This formula price would generally be based
on a multiple of the premium received for the option, plus the amount by
which the option is exercisable below for a put, above for a call, the
market price of the underlying security ("in-the-money").  For any OTC
option which any of these three Funds writes, it will treat as illiquid
(for purposes of the 15% of net assets restriction on illiquid securities,
stated in the Prospectus) the mark-to-market value of any OTC option held
by it.  The SEC is evaluating the general issue of whether or not OTC
options should be considered as liquid securities, and the procedure
described above could be affected by the outcome of that evaluation.     

        Each Fund's option activities may affect its turnover rate and
brokerage commissions.  As noted above, the exercise of calls written by
a Fund may cause that Fund to sell related portfolio securities, thus
increasing its turnover rate in a manner beyond a Fund's control.  The
exercise by a Fund of puts on securities or Futures may cause the sale of
related investments, also increasing portfolio turnover.  Although such
exercise is within the Fund's control, holding a put might cause the Fund
to sell the underlying investment for reasons which would not exist in the
absence of the put.  Each Fund will pay a brokerage commission each time
it buys or sells a call, buys a put or sells an underlying investment in
connection with the exercise of a put or call.  Such commissions may be
higher than those which would apply to direct purchases or sales of the
underlying investments.  Premiums paid for options are small in relation
to the market value of such investments and consequently, put and call
options offer large amounts of leverage.  The leverage offered by trading
in options could result in a Fund's net asset value being more sensitive
to changes in the value of the underlying investment. 

        Regulatory Aspects of Hedging Instruments.  These Funds must each
operate within certain restrictions as to its long and short positions in
Futures and options thereon under a rule (the "CFTC Rule") adopted by the
Commodity Futures Trading Commission (the "CFTC") under the Commodity
Exchange Act (the "CEA"), which excludes the Fund from registration with
the CFTC as a "commodity pool operator" (as defined in the CEA) if it
complies with the CFTC Rule.  The Rule does not limit the percentage of
each Fund's assets that may be used for Futures margin and related options
premiums for a bona fide hedging position.  However, under the Rule each
Fund must limit its aggregate initial futures margin and related option
premiums to no more than 5% of that Fund's net assets for hedging
strategies that are not considered bona fide hedging strategies under the
Rule.  Under the restrictions, each Fund also must, as to its short
positions, use Futures and options thereon solely for bona-fide hedging
purposes within the meaning and intent of the applicable provisions under
the CEA.  Certain options on foreign currencies are considered related
options for this purpose.     

        Transactions in options by these Funds are subject to limitations
established by each of the exchanges governing the maximum number of
options which may be written or held by a single investor or group of
investors acting in concert, regardless of whether the options were
written or purchased on the same or different exchanges or are held in one
or more accounts or through one or more exchanges or brokers.  Thus, the
number of options which the Fund may write or hold may be affected by
options written or held by other entities, including other investment
companies having the same or an affiliated investment adviser.  Position
limits also apply to Futures.  An exchange may order the liquidation of
positions found to be in violation of those limits and may impose certain
other sanctions.  Due to requirements under the Investment Company Act,
when a Fund purchases a Future, the Fund will maintain, in a segregated
account or accounts with its custodian bank, cash or readily-marketable,
short-term (maturing in one year or less) debt instruments in an amount
equal to the market value of the securities underlying such Future, less
the margin deposit applicable to it.

        Tax Aspects of Hedging Instruments and Covered Calls.  Each Fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code of 1986.  That qualification enables each Fund to "pass-
through" its income and realized capital gains to shareholders without the
Fund having to pay tax on them.  One of the tests for each Fund's
qualification is that less than 30% of its gross income must be derived
from gains realized on the sale of  securities held for less than three
months.  To comply with that 30% cap, the Funds will limit the extent to
which they engage in the following activities, but will not be precluded
from them: (i) selling investments, including Futures, held for less than
three months, whether or not they were purchased on the exercise of a call
held by that Fund; (ii) purchasing calls or puts which expire in less than
three months; (iii) effecting closing transactions with respect to calls
or puts purchased less than three months previously; (iv) exercising puts
held by that Fund for less than three months; and (v) writing calls on
investments held for less than three months.     

        Possible Risk Factors in Hedging.  In addition to the risks with
respect to options discussed in the Prospectus and above, there is a risk
in using short hedging by: (i) selling Futures or (ii) purchasing puts on
broadly-based indices or Futures to attempt to protect against declines
in the value of the Fund's securities that the prices of the Futures or
applicable index (thus the prices of the Hedging Instruments) will
correlate imperfectly with the behavior of the cash (i.e., market value
prices) of the Fund's securities.  The ordinary spreads between prices in
the cash and futures markets are subject to distortions due to differences
in the natures of those markets.  First, all participants in the futures
markets are subject to margin deposit and maintenance requirements. Rather
than meeting additional margin deposit requirements, investors may close
futures contracts through offsetting transactions which could distort the
normal relationship between the cash and futures markets.  Second, the
liquidity of the futures markets depend on participants entering into
offsetting transactions rather than making or taking delivery.  To the
extent participants decide to make or take delivery, liquidity in the
futures markets could be reduced, thus producing distortion.  Third, from
the point of view of speculators, the deposit requirements in the futures
markets are less onerous than margin requirements in the securities
markets.  Therefore, increased participation by speculators in the futures
markets may cause temporary price distortions. 

        The risk of imperfect correlation increases as the composition of a
Fund's portfolio diverges from the securities included in the applicable
index.  To compensate for the imperfect correlation of movements in the
price of the securities being hedged and movements in the price of the
Hedging Instruments, each Fund may use Hedging Instruments in a greater
dollar amount than the dollar amount of securities being hedged if the
historical volatility of the prices of such securities being hedged is
more than the historical volatility of the applicable index.  It is also
possible that where a Fund has used Hedging Instruments in a short hedge,
the market may advance and the value of securities held in the Fund's
portfolio may decline.  If this occurred, the Fund would lose money on the
Hedging Instruments and also experience a decline in value in its
securities.  However, while this could occur for a very brief period or
to a very small degree, over time the value of a diversified portfolio of
equity securities will tend to move in the same direction as the indices
upon which the Hedging Instruments are based.  

        If a Fund uses Hedging Instruments to establish a position in the
securities markets as a temporary substitute for the purchase of
individual securities (long hedging) by buying Futures and/or calls on
such Futures, on securities, or on stock indices, it is possible that the
market may decline.  If either Fund then concludes not to invest in such
securities at that time because  of concerns as to possible further market
decline or for other reasons, that Fund will realize a loss on the Hedging
Instruments that is not offset by a reduction in the price of the equity
securities purchased.

        -  Short Sales Against-the-Box.  Each Fund (except Money Fund) may
sell securities short in "short sales against-the-box."  In a short sale,
the seller does not own the security that is sold, but normally borrows
the security to fulfill the delivery obligation.  The seller later buys
the security to repay the loan, in the expectation that the price of the
security will be lower when the purchase is made, resulting in a gain. 
In these transactions, where the Fund owns an equivalent amount of the
securities sold short.  This technique is primarily used for tax purposes.
    

    Other Investment Restrictions

        The significant investment restrictions of all the Funds are set
forth in the Prospectus.  The following investment restrictions are also
fundamental policies.  Fundamental policies and the Funds' investment
objectives cannot be changed without the vote of a "majority" of the
outstanding shares of the Trust (or of the Fund, as to matters affecting
only that Fund).  Under the Investment Company Act, such a "majority" vote
is defined as the vote of the holders of the lesser of: (1) 67% or more
of the shares present or represented by proxy at such meeting, if the
holders of more than 50% of the outstanding shares are present or
represented by proxy, or (2) more than 50% of the outstanding shares.

        Under these additional restrictions, each of the Funds cannot: (1)
invest in oil or gas exploration or development programs; (2) invest in
real estate or in interests in real estate, but may purchase securities
of issuers holding real estate or interests therein; (3) invest in
companies for the purpose of acquiring control of management thereof; (4)
underwrite securities of other companies, except insofar as it might be
deemed to be an underwriter for purposes of the Securities Act of 1933 in
the resale of any securities held in its own portfolio; (5) invest or hold
securities of any issuer if those officers and trustees or directors of
the Trust or its adviser owning individually more than 1/2 of 1% of the
securities of such issuer together own more than 5% of the securities of
such issuer; or (6) invest in other open-end investment companies, or
invest more than 5% of its net assets at the time of purchase in closed-
end investment companies, including small business investment companies,
nor make any such investments at commission rates in excess of normal
brokerage commissions. 

        For purposes of the Funds' policy not to concentrate described under
investment restriction number four in the Prospectus, the Funds have
adopted the industry classifications set forth in Appendix A to the
Statement of Additional Information.

        New York's insurance laws require that investments of each Fund be
made with a degree of care of an "ordinarily prudent person."  The Manager
believes that compliance with this standard will not have a negative
impact on the  performance of any of the Funds.  In addition, each Fund's
investments must comply with the diversification requirements contained
in Section 817(h) of the Internal Revenue Code, and each Fund has
undertaken to comply with the diversification requirements of Section
10506 of the California Insurance Code (see "Special Investment Methods -
- - Foreign Securities" in the Prospectus), in each case with the
regulations adopted under those statutes.     

    How the Funds are Managed

Organization and History.  As a Massachusetts business trust, the Trust
is not required to hold, and does not plan to hold, regular annual
meetings of shareholders. The Trust will hold meetings when required to
do so by the Investment Company Act or other applicable law, or when a
shareholder meeting is called by the Trustees or upon proper request of
the shareholders.  Shareholders have the right, upon the declaration in
writing or vote of two-thirds of the outstanding shares of the Trust, to
remove a Trustee.  The Trustees will call a meeting of shareholders to
vote on the removal of a Trustee upon the written request of the record
holders of 10% of its outstanding shares.  In addition, if the Trustees
receive a request from at least 10 shareholders (who have been
shareholders for at least six months) holding shares of the Trust valued
at $25,000 or more or holding at least 1% of the Fund's outstanding
shares, whichever is less, stating that they wish to communicate with
other shareholders to request a meeting to remove a Trustee, the Trustees
will then either make the Trust's shareholder list available to the
applicants or mail their communication to all other shareholders at the
applicants' expense, or the Trustees may take such other action as set
forth under Section 16(c) of the Investment Company Act. 

        The Trust's Declaration of Trust contains an express disclaimer of
shareholder or Trustee liability for the Trust's obligations, and provides
for indemnification and reimbursement of expenses out of its property for
any shareholder held personally liable for its obligations.  The
Declaration of Trust also provides that the Trust shall, upon request,
assume the defense of any claim made against any shareholder for any act
or obligation of the Trust and satisfy any judgment thereon.  Thus, while
Massachusetts law permits a shareholder of a business trust (such as the
Fund) to be held personally liable as a "partner" under certain
circumstances, the risk of a Trust shareholder incurring financial loss
on  account of shareholder liability is limited to the relatively remote
circumstances in which the Fund would be unable to meet its obligations
described above.  Any person doing business with the Trust, and any
shareholder of the Trust, agrees under the Trust's Declaration of Trust
to look solely to the assets of the Trust for satisfaction of any claim
or demand which may arise out of any dealings with the Trust, and the
Trustees shall have no personal liability to any such person, to the
extent permitted by law.     

    Trustees and Officers of the Trust.  The Trust's Trustees and officers
and their principal occupations and business affiliations during the past
five years are set forth below.  Each Trustee is also a Trustee, Director
or Managing General Partner of Daily Cash Accumulation Fund, Inc.,
Centennial Money Market Trust, Centennial Tax Exempt Trust, Centennial
Government Trust, Centennial New York Tax Exempt Trust, Centennial
California Tax Exempt Trust, Oppenheimer Total Return Fund, Inc.,
Oppenheimer Equity Income Fund, Oppenheimer Champion High Yield Fund,
Oppenheimer High Yield Fund, Oppenheimer Cash Reserves, Oppenheimer Main
Street Funds, Inc., Oppenheimer Integrity Funds, Oppenheimer Strategic
Funds Trust, Oppenheimer Strategic Income & Growth Fund, Oppenheimer
Strategic Investment Grade Bond Fund, Oppenheimer Strategic Short-Term
Income Fund, Centennial America Fund, L.P.,  Oppenheimer Tax-Exempt Bond
Fund, Oppenheimer Limited-Term Government Fund, and The New York Tax-
Exempt Income Fund, Inc. (collectively, the "Denver-based
OppenheimerFunds").  Mr. Fossel is President and Mr. Swain is Chairman of
each of the Denver-based OppenheimerFunds.  As of April 7, 1995, none of
the Trustees or officers of the Trust owned of record or beneficially any
shares of the Trust.  

Robert G. Avis, Trustee*, Age: 63
One North Jefferson Ave., St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset
Management and A.G. Edwards Trust Company (its affiliated investment
adviser and trust company, respectively).

William A. Baker, Trustee; Age: 80
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.

Charles Conrad, Jr., Trustee; Age: 64
19411 Merion Circle, Huntington Beach, California 92648
Vice President of McDonnell Douglas Space Systems, Co.; formerly
associated with the National Aeronautics and Space Administration.

Jon S. Fossel, President and Trustee*: Age: 53
Two World Trade Center, New York, New York 10048-0203
Chairman, Chief Executive Officer and a director of the Manager; President
and a director of Oppenheimer Acquisition Corp. ("OAC"), the Manager's
parent holding company; President and a director of HarbourView Asset
Management Corporation ("HarbourView"), a subsidiary of the Manager; a
director of Shareholder Services, Inc. ("SSI") and Shareholder Financial
Services, Inc. ("SFSI"), transfer agent subsidiaries of the Manager;
formerly President of the Manager. 

Raymond J. Kalinowski, Trustee; Age: 65
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc.; formerly Vice Chairman
and a director of A.G. Edwards, Inc., parent holding company of A.G.
Edwards & Sons, Inc. (a broker-dealer), of which he was a Senior Vice
President.

C. Howard Kast, Trustee; Age: 73
2552 East Alameda, Denver, Colorado 80209
Formerly the Managing Partner of Deloitte, Haskins & Sells (an accounting
firm).

Robert M. Kirchner, Trustee; Age: 73
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

Ned M. Steel, Trustee; Age: 79
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; Director of Visiting Nurse
Corporation of Colorado; formerly Senior Vice President and a Director of
Van Gilder Insurance Corp. (insurance brokers). 

James C. Swain, Chairman and Trustee*; Age: 61
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman and a director of the Manager; President and a director of
Centennial Asset Management Corporation, an investment adviser subsidiary
of the Manager ("Centennial"); formerly Chairman of the Board of SSI.
__________________
*A Trustee who is an "interested person" of the Trust as defined in the
Investment Company Act.

Andrew J. Donohue, Vice President; Age: 44
Two World Trade Center, New York, New York 10048-0203
Executive Vice President and General Counsel of the Manager and
Oppenheimer Funds Distributor, Inc. (the "Distributor"); an officer of
other OppenheimerFunds; formerly Senior Vice President and Associate
General Counsel of the Manager and the Distributor; formerly a Partner in
Kraft & McManimon (a law firm), prior to which he was an officer of First
Investors Corporation (a broker-dealer) and First Investors Management
Company, Inc. (broker-dealer and investment adviser) and a director and
an officer of the First Investors Family of Funds and First Investors Life
Insurance Company. 

George C. Bowen, Vice President, Secretary and Treasurer; Age: 58
3410 South Galena Street Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,
Treasurer, Assistant Secretary and a director of Centennial; Vice
President, Treasurer and Secretary of SSI and SFSI; an officer of other
OppenheimerFunds.

Paul LaRocco, Capital Appreciation Fund, Portfolio Manager; Age: 37
Two World Trade Center, New York, New York 10048-0203
Assistant Vice President of the Manager; Associate Portfolio Manager for
other OppenheimerFunds; formerly a securities analyst with Columbus Circle
Investors, prior to which he was investment analyst for Chicago Title &
Trust Co.

Jane Putnam, Vice President; Growth Fund Portfolio Manager; Age 34
Two World Trade Center, New York, New York 10048-0203
Associate Portfolio Manager of other OppenheimerFunds; formerly a
portfolio manager and equity research analyst for Chemical Bank.

Michael S. Levine, Assistant Portfolio Manager; Age: 29
Two World Trade Center, New York, New York 10048-0203
Associate Portfolio Manager of the Manager; formerly portfolio manager and
research associate for Amas Securities, Inc.; before which he was an
analyst for Shearson Lehman Hutton, Inc.

David P. Negri, Vice President; High Income Fund, Bond Fund, Multiple
Strategies Fund and Strategic Bond Fund Portfolio Manager; Age: 41
Two World Trade Center, New York, New York 10048
Vice President of the Manager; an officer of other OppenheimerFunds.

Richard H. Rubinstein, Vice President; Multiple Strategies Fund Portfolio
Manager; Age: 46
Two World Trade Center, New York, New York 10048
Vice President of the Manager; an officer of other OppenheimerFunds;
formerly Vice President and Portfolio Manager/Security Analyst for
Oppenheimer Capital Corporation (an investment adviser).

Arthur J. Zimmer, Vice President; Money Fund Portfolio Manager; Age: 48
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and Centennial; an officer of other
OppenheimerFunds; formerly Vice President of Hanifen Imhoff Management
Company (mutual fund investment adviser).

George Evans, Vice President; Global Securities Fund Portfolio Manager;
Age: 35
Two World Trade Center, New York, New York 10048
Vice President of the Manager; formerly an International Equities
Portfolio Manager/Analyst with Brown Brothers, Harriman & Co.

John L. Wallace, Vice President; Income & Growth Fund Portfolio Manager;
Age 41
Two World Trade Center, New York, NY  10048-0203
Vice President of the Manager; an officer of other OppenheimerFunds;
formerly a Securities Analyst and Assistant Portfolio Manager for the
Manager.

Robert G. Zack, Assistant Secretary; Age: 46
Two World Trade Center, New York, New York 10048-0203
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other OppenheimerFunds.

Robert J. Bishop, Assistant Treasurer; Age: 36
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; formerly a Fund Controller for the Manager,
prior to which he was an Accountant for Yale & Seffinger, P.C., an
accounting firm, and previously an Accountant and Commissions Supervisor
for Stuart James Company Inc., a broker-dealer.

Scott Farrar, Assistant Treasurer; Age: 29
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting, an officer
of other OppenheimerFunds; previously a Fund Controller for the Manager,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers Harriman & Co. (a bank) and previously a Senior Fund Accountant
for State Street Bank & Trust Company, before which he was a sales
representative for Central Colorado Planning.     

            - Remuneration of Trustees.  The officers of the Trust are
affiliated with the Manager; they and the Trustees of the Trust who are
affiliated with the Manager (Messrs. Fossel and Swain, who are both
officers and Trustees) receive no salary or fee from the Trust.  The
Trustees of the Trust (excluding Messrs. Fossel and Swain) received the
total amounts shown below from all 22 of the Denver-based OppenheimerFunds
(including the Fund) listed in the first paragraph of this section, for
services in the positions shown: 



                                                                           Total Compensation From All
Name                                  Position                             Denver-based OppenheimerFunds1
                                                                     

Robert G. Avis                        Trustee                              $53,000.00
William A. Baker                      Audit and Review Committee           $73,257.01
                                      Chairman and Trustee
Charles Conrad, Jr.                   Audit and Review Committee           $68,293.67
                                      Member and Trustee
Raymond J. Kalinowski                 Trustee                              $53,000.00
C. Howard Kast                        Trustee                              $53,000.00
Robert M. Kirchner                    Audit and Review Committee           $68,293.67
                                      Member and Trustee
Ned M. Steel                          Trustee                              $53,000.00


- -----------------------
1 For the 1994 calendar year.         
     

     -  Major Shareholders.  As of April 7, 1995, the holders of 5% or
more of the outstanding shares of any Fund were separate accounts of (i)
Monarch Life Insurance Company ("Monarch"), Springfield, MA; (ii) Bankers
Security Life Insurance Society ("Bankers Security"), Arlington, VA; (iii)
The Life Insurance Company of Virginia ("Life of Virginia"), Richmond, VA;
(iv) Nationwide Life Insurance Company ("Nationwide"), Columbus, OH; (v)
Confederation Life Insurance and Annuity Company ("Confederation"),
Atlanta, GA and (vi) Massachusetts Mutual Life Insurance Company,
Springfield, MA (including its subsidiary, MML Bay Street Life Insurance
Company "MassMutual").  Such shares were held as follows:     

    

                                          Bankers         Life of
                             Monarch      Security        Virginia
                             -------      --------        -------- 
                                                    
Money Fund                                                *

High Income
Fund

Bond Fund                                 *

Capital
Appreciation Fund

Growth Fund                               *

Multiple Strategies
Fund

Global Securities           *                             *
Fund

Strategic Bond              *            *                *
Fund


                            Nationwide   Confederation    MassMutual
                            ----------   -------------    ----------
Money Fund                  *

High Income
Fund                        *

Bond Fund

Capital
Appreciation
Fund                        *

Growth Fund                 *


Multiple Strategies
Fund

Global Securities
Fund

Strategic Bond             *
Fund


__________________
* Less than 5% of the outstanding shares of that Fund.
     

    The Manager and Its Affiliates.  The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company.  OAC is also owned in part
by certain of the Manager's directors and officers, some of whom also
serve as officers of the Trust, and two of whom (Mr. Swain and Mr. Fossel)
serve as Trustees of the Trust. 

        -  The Investment Advisory Agreements.  The investment advisory
agreements between the Manager and the Trust for each of the nine Funds
require the Manager, at its expense, to provide each Fund with adequate
office space, facilities and equipment, and to provide and supervise the
activities of all administrative and clerical personnel required to
provide effective corporate administration for each Fund, including the
compilation and maintenance of records with respect to its operations, the
preparation and filing of specified reports, and composition of proxy
materials and registration statements for continuous public sale of shares
of each Fund.  

        Expenses not expressly assumed by the Manager under the advisory
agreement are paid by the Trust.  The advisory agreements list examples
of expenses paid by the Trust, the major categories of which relate to
interest, taxes, brokerage commissions, fees to certain Trustees, legal
and audit expenses, custodian and transfer agent expenses, share issuance
costs, certain printing and registration costs and non-recurring expenses,
including litigation costs.  Expenses with respect to any two or more
Funds are allocable in proportion to the net assets of the respective
Funds except where allocations of direct expenses can be made.  The
management fees paid by the Funds to the Manager for the Funds' most
recent three fiscal years (except for Income & Growth Fund, which
commenced operations after December 31, 1994) were as follows:




                                 Fiscal year ended December 31,  
                               1994        1993         1992   
                               ----        ----         ----
                                                  
Money Fund                     $           $212,358    $259,778
High Income Fund               $           $382,629    $230,117
Bond Fund                      $           $361,258    $215,989
Capital Appreciation Fund      $           $407,611    $267,347
Growth Fund                    $           $193,110    $121,993
Multiple Strategies Fund       $           $831,139    $658,068 
Global Securities Fund         $           $227,226    $ 82,505
Strategic Bond Fund (1)        $           $18,509(1)    --    


____________________
(1)From May 3, 1993  (commencement of operations) to December 31, 1993.
     

        The advisory agreements provide that the Manager is not liable for
any loss sustained by the Trust and/or any Fund in connection with matters
to which the Agreements relate, except a loss resulting by reason of the
Manager's willful misfeasance, bad faith or gross negligence in the
performance of its duties or reckless disregard for its obligations
thereunder.  The Manager may act as investment adviser for any other
person, firm or corporation, and the Agreements permit the Manager to use
the name "Oppenheimer" in connection with other investment companies for
which it may act as investment adviser or general distributor.  If the
Manager shall no longer act as investment adviser to the Trust, the right
of the Trust or any of the Funds to use the name "Oppenheimer" as part of
their names may be withdrawn.

        Independently of the advisory agreements, the Manager has voluntarily
undertaken since January 1, 1995 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 since
September 1, 1994 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.  The payment of the management fee will be reduced or eliminated
during any fiscal year in which such payment would cause the expenses of
a Fund to exceed its expense limitation.  Other expense limits were in
effect prior to January 1, 1995.  The Manager reserves the right to
terminate or amend the undertakings at any time.  Any assumption of a
Fund's expenses under these limitations would lower that Fund's overall
expense ratio and increase its total return during any period in which
expenses are limited.  The expense limitations in effect prior to the
above dates are contained in note 8 to the Funds' financial statements,
below.

        -  The Transfer Agent. Oppenheimer Shareholder Services, the Trust's
Transfer Agent, is responsible for maintaining the Trust's shareholder
registry and shareholder accounting records.     

    Brokerage Policies of the Funds

Brokerage Provisions of the Investment Advisory Agreements Affecting
Capital Appreciation Fund, Growth Fund, Multiple Strategies Fund, Income
& Growth Fund, Global Securities Fund and Strategic Bond Fund.  One of the
duties of the Manager under the advisory agreements is to arrange the
portfolio transactions for the Funds.  The advisory agreements contain
provisions relating to the employment of broker-dealers ("brokers") to
effect the Funds' portfolio transactions.  In doing so, the Manager is
authorized by the advisory agreements to employ broker-dealers, including
"affiliated" brokers, as that term is defined in the Investment Company
Act,  as may, in its best judgment based on all relevant factors,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
price obtainable) of such transactions.  The Manager need not seek
competitive commission bidding but is expected to minimize the commissions
paid to the extent consistent with the interest and policies of the Funds
as established by its Board of Trustees.  Purchases of securities from
underwriters include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers include a spread between the bid
and asked price.

        Under the advisory agreement, the Manager is authorized to select
brokers that provide brokerage and/or research services for the Fund
and/or the other accounts over which the Manager or its affiliates have
investment discretion.  The commissions paid to such brokers may be higher
than another qualified broker would have charged if a good faith
determination is made by the Manager that the commission is fair and
reasonable in relation to the services provided.  

Description of Brokerage Practices Followed by the Manager.  Subject to
the provisions of the advisory agreements, and the procedures and rules
described above, allocations of brokerage are made by portfolio managers
of the Manager under the supervision of the Manager's executive officers. 
Transactions in securities other than those for which an exchange is the
primary market are generally done with principals or market makers. 
Brokerage commissions are paid primarily for effecting  transactions in
listed securities and are otherwise paid only if it appears likely that
a better price or execution can be obtained.  When Funds engage in an
option transaction, ordinarily the same broker will be used for the
purchase or sale of the option and any transaction in the securities to
which the option relates.  When possible, concurrent orders to purchase
or sell the same security by more than one of the accounts managed by the
Manager or its affiliates are combined.  The transactions effected
pursuant to such combined orders are averaged as to price and allocated
in accordance with the purchase or sale orders actually placed for each
account.  Option commissions may be relatively higher than those which
would apply to direct purchases and sales portfolio securities.     

        Most purchases of money market instruments and debt obligations are
principal transactions at net prices.  Instead of using a broker for those
transactions, the Fund normally deals directly with the selling or
purchasing principal or market maker unless it determines that a better
price or execution can be obtained by using a broker.  Purchases of these
securities from underwriters include a commission or concession paid by
the issuer to the underwriter.  Purchases from dealers include a spread
between the bid and asked prices.  The Funds seek to obtain prompt
execution of these orders at the most favorable net price.

        The research services provided by a particular broker may be useful
only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of those
other accounts may be useful both to the Funds and one or more of such
other accounts.  Such research, which may be supplied by a third party at
the instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services.  If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid in
commission dollars.  

        The research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and by enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase.  The Board of
Trustees, including the "independent" Trustees of the Trust (those
Trustees of the Trust who are not "interested persons" as defined in the
Investment Company Act, and who have no direct or indirect financial
interest in the operation of the advisory agreement) annually reviews
information furnished by the Manager as to the commissions paid to brokers
furnishing such services so that the Board may ascertain whether the
amount of such commissions was reasonably related to the value or benefit
of such services. The Board of Trustees has permitted the Manager to use
concessions on fixed price offerings to obtain research in the same manner
as is permitted for agency transactions.

Money Fund, High Income Fund, Bond Fund and Strategic Bond Fund.  As most
purchases made by Money Fund, High Income Fund, Bond Fund and Strategic
Bond Fund are principal transactions at net prices, these Funds incur
little or no brokerage costs.  Purchases of securities from underwriters
include a commission or concession paid by the issuer to the underwriter,
and purchases from dealers include a spread between the bid and asked
price.  No principal transactions and, except under unusual circumstances,
no agency transaction for these Funds will be handled by any affiliated
securities dealer.  In the unusual circumstance when these Funds pay
brokerage commissions, the above-described brokerage practices and
policies are followed.  Money Fund's policy of investing in short-term
debt securities with maturities of less than 397 days results in high
portfolio turnover.  However, since brokerage commissions, if any, are
small, high portfolio turnover does not have an appreciable adverse effect
upon the net asset value of that Fund.     

        During the Funds' fiscal years ended December 31, 1992, 1993 and
1994, total brokerage commissions paid by the Funds (not including spreads
or concessions on principal transactions on a net trade basis) were
$79,362, $139,429 and $_______, respectively, for Capital Appreciation
Fund; $2,470, $6,723 and $_________, respectively, for High Income Fund;
$32,228, $33,497 and $_________, respectively, for Growth Fund; $187,495,
$176,858 and $________, respectively, for Multiple Strategies Fund;
$53,828, $352,908 and $_________, respectively for Global Securities Fund;
and none for Strategic Bond Fund.  During the fiscal year ended December
31, 1994, $______, $______, $______, $______ and $______ was paid by
Capital Appreciation Fund, Growth Fund, Multiple Strategies Fund, Global
Securities Fund and High Income Fund, respectively, to dealers as
brokerage commissions in return for research services; the aggregate
amount of those transactions was $__________, $__________, $___________,
$__________ and $_________ for Capital Appreciation Fund, Growth Fund,
Multiple Strategies Fund, Global Securities Fund and High Income Fund,
respectively.     

    Performance of the Fund

        -  Money Fund Yield Information.  Money Fund's current yield for a
seven day period of time is determined in accordance with regulations
adopted under the Investment Company Act as follows.  First, a base period
return is calculated for the seven-day period by determining the net
change in the value of a hypothetical pre-existing account having one
share at the beginning of a seven day period.  The change includes
dividends declared on the original share and dividends declared on any
shares purchased with dividends on that share, but such dividends are
adjusted to exclude any realized or unrealized capital gains or losses
affecting the dividends declared.  Next, the base period return is
multiplied by 365/7 to obtain the current yield to the nearest hundredth
of one percent.  The compounded effective yield for a seven-day period is
calculated by (a) adding 1 to the base period return (obtained as
described above), (b) raising the sum to a power equal to 365 divided by
7 and (c) subtracting 1 from the result.  For the seven days ended
December 31, 1994, Money Fund's "current yield" was ____% and its
compounded "effective yield" for that period was ____%. 

        The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent.  Since the calculation of yield under
either procedure described above does not take into consideration any
realized or unrealized gains or losses on the Fund's portfolio securities
which may affect dividends, the dividends declared during a period may not
be the same on an annualized basis as the yield for that period.

        -  High Income Fund, Bond Fund and Strategic Bond Fund Yield
Information.  The "yield" or "standardized yield" of High Income Fund,
Bond Fund and Strategic Bond Fund for a 30-day period is calculated using
the following formula set forth in the SEC rules:

                          a-b       6
Standardized Yield = 2 ((------ + 1)   - 1)
                          cd

The symbols above represent the following factors:

     a =  dividends and interest earned during the 30-day period.
     b =  expenses accrued for the period (net of any expense reimbursements).
     c = the average daily number of Fund shares outstanding during the
     30-day period that were entitled to receive dividends.
     d = the Fund's maximum offering price (including sales charge) per
     share on the last day of the period.     

        Each Fund's yield for a 30-day period may differ from its yield for
any other period.  The SEC formula assumes that the yield for a 30-day
period occurs at a constant rate for a six-month period and is annualized
at the end of the six-month period.  For the 30 days ended December 31,
1994, the yield of High Income Fund, Bond Fund and Strategic Bond Fund,
calculated as described above, was ____%, ____% and ____%, respectively. 
The "standardized" yield is not based on distributions paid by a Fund to
shareholders in the 30-day period, but is a hypothetical yield based upon
the return on a Fund's portfolio investments, and may differ from a Fund's
"distribution return" described below.     

        -  Dividend Yield and Distribution Return.  From time to time High
Income, Bond and Strategic Bond Funds may quote a "dividend yield" or a
"distribution return."  Dividend yield is based on that Fund's dividends
derived from net investment income during a stated period, and
distribution return includes dividends derived from net investment income
and from realized capital gains declared during a stated period.  Under
those calculations, the Fund's dividends and/or distributions declared
during a stated period of one year or less (for example, 30 days) are
added together, and the sum is divided by the Fund's maximum offering
price (equal to its net asset value) per share on the last day of the
period.  The result may be annualized if the period of measurement is less
than one year.  The dividend yield of High Income Fund, Bond Fund and
Strategic Bond Fund for the quarter ended December 31, 1994, was ____%,
____% and ____%, respectively.     

Total Return.  Any Fund, other than Money Fund, may quote its "total
return" or "average annual total return."  "Average annual total return"
("T" in the formula below) is an average annual compounded rate of return. 
It is the rate of return based on factors which include a hypothetical
initial investment of  $1,000 ("P" in the formula below) over a number of
years ("n") with an Ending Redeemable Value ("ERV") of that investment,
according to the following formula:

( ERV ) 1/n
(-----)     -1 = Average Annual Total Return
(  P  )

    The cumulative "total return" calculation measures the change in value
of a hypothetical investment of $1,000 over a stated period.  Its
calculation uses some of the same factors as average annual total return,
but it does not average the rate of return on an annual basis.  Cumulative
total return is determined as follows:     

ERV - P
- ------- = Total Return
   P

    Both formulas assume that all dividends and capital gains
distributions during the period are reinvested at net asset value per
share, and that the investment is redeemed at the end of the period.  Set
forth below is the "average annual total return" and "total return" for
each Fund (using the method described above) other than Income & Growth
Fund (which commenced operations on May 1, 1995) during the periods
indicated:



                               Average Annual Total Return for:                  
                                                                              Cumulative
                                                                              Total
                               Fiscal Year     Five Year                       Return From
                               Ended           Period           Inception(1)  Inception(1)
Fund                           12/31/94        Ended 12/31/94   to 12/31/94   to 12/31/94
- ----                           -----------     -------------- - ------------  
                                                                
High Income Fund                    %               %                 %            %
Bond Fund                           %               %                  %           %
Capital Appreciation Fund           %               %                  %           %
Growth Fund                         %               %                  %           %
Multiple Strategies Fund                    %               %                  %                   %
Global Securities Fund              %               %                 %            %
Strategic Bond Fund                 %                       %               %                      %


______________
(1)Inception dates are as follows: April 30, 1986 for High Income Fund; April 3, 1985 for Bond Fund and Growth Fund; August
15, 1986 for Capital Appreciation Fund; February 9, 1987 for Multiple Strategies Fund; November 12, 1990 for Global
Securities Fund; and May 3, 1993 for Strategic Bond Fund.
     

     The total return on an investment made in shares of any one of these
Funds may be compared with performance for the same period of either the
Standard & Poor's 500 Index ("S&P 500") or the Dow Jones Industrial
Average ("Dow").  Both the S&P 500 and the Dow are widely recognized
indices of stock market performance consisting of unmanaged groups of
common stocks (the Dow consists of 30 such issues).  The performance of
both indices includes a factor for the reinvestment of income dividends
but not capital gains and does not take sales charges or taxes into
consideration. 

             Yield and total return information may be useful to investors in
reviewing performance of the Funds.  However, a number of factors should
be taken into account before using such performance information as a basis
for comparison with alternative investments.  An investment in any of
these Funds is not insured.  Their performance is not guaranteed and will
fluctuate over time.  Yield and total return for any Fund for any given
past period is not an indication or representation by that Fund of future
yields or rates of return on its shares.  In comparing the performance of
one Fund to another, consideration should be given to each Fund's
investment policy, portfolio quality, portfolio maturity, type of
instrument held and operating expenses.  When comparing yield, total
return and investment risk of an investment in any of the Funds with those
of other investment instruments, investors should understand that certain
other investment alternative such as money market instruments,
certificates of deposits ("CDs"), U.S. Government securities or bank
accounts provide yields that are fixed or that may vary above a stated
minimum, and may be insured or guaranteed.  Finally, the performance
quotations do not reflect the charges deducted from an Account, as
explained in the attached Prospectus for the Policies.  If these charges
were deducted, that performance would be lower than as described above. 

Other Performance Comparisons.  From time to time the Trust may publish
the ranking of any of the Funds by Lipper Analytical Services, Inc.
("Lipper"), a widely-recognized independent service.  Lipper monitors the
performance of regulated investment companies, including the Funds, and
ranks their performance for various periods based on categories relating
to investment objectives.  The performance of the Funds is ranked against
all other funds underlying variable issuance products.  The Lipper
performance analysis includes the reinvestment of capital gains
distributions and income dividends but do not take sales charges or taxes
into consideration.  

     From time to time, the Trust may include in its advertisements and
sales literature performance information about the Trust cited in other
newspapers and periodicals, such as The New York Times, which may include
performance quotations from other sources, including Lipper. 

     From time to time the Trust may publish the ranking of the performance
of any of the separate accounts that offer its Funds by Morningstar, Inc.,
an independent mutual fund monitoring service, that ranks mutual funds,
including the Funds, monthly in broad investment categories (equity,
taxable bond, municipal bond and hybrid) based on risk-adjusted investment
return.  Investment return measures a fund's three, five and ten-year
average annual total returns (when available) in excess of 90-day U.S.
Treasury bill returns after considering sales charges and expenses.  Risk
reflects fund performance below 90-day U.S. Treasury bill monthly returns. 
Risk and return are combined to produce star rankings reflecting
performance relative to the average fund in a fund's category.  Five stars
is the "highest" ranking (top 10%), four stars is "above average" (next
22.5%), three stars is "average" (next 35%), two stars is "below average"
(next 22.5%) and one star is "lowest" (bottom 10%).  Morningstar ranks the
Class A and Class B shares of the Fund in relation to other hybrid funds. 
Rankings are subject to change.     

    About Your Account

How To Buy Shares

Determination of Net Asset Value Per Share.  The sale of shares of the
Funds is currently limited to Accounts as explained on the cover page of
this Statement of Additional Information and the Prospectus.  Such shares
are sold at their respective offering prices (net asset values without
sales charges) and redeemed at their respective net asset values as
described in the Prospectus.

     The net asset values per share of each Fund is determined as of the
close of business of The New York Stock Exchange on each day that the
Exchange is open, by dividing the value of the Fund's net assets by the
number of shares that are outstanding.  The Exchange 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).  The
Exchange's most recent annual announcement (which is subject to change)
states that it will close on New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.  It may also close on other days.  Dealers may conduct trading at
times when the Exchange is closed (including weekends and holidays). 
Trading may occur in debt securities and in foreign securities at times
when the NYSE is closed (including weekends and holidays or after 4:00
P.M., New York time, on a regular business day).  Because the net asset
value of the Funds will not be calculated at such times, the net asset
value per share of the Funds may be significantly affected on such days
when shareholders may not purchase or redeem shares. 

     The Trust's Board of Trustees has established procedures for the
valuation of each Fund's (other than the Money Fund's) securities,
generally as follows: (i) equity securities traded on a securities
exchange or on NASDAQ for which last sale information is regularly
reported are valued at the last reported sale price on their primary
exchange or NASDAQ that day (or, in the absence of sales that day, at
values based on the last sales prices of the preceding trading day, or
closing bid and asked prices); (ii) securities traded on NASDAQ and other
unlisted equity securities for which last sale prices are not regularly
reported but for which over-the-counter market quotations are readily
available are valued at the highest closing bid price at the time of
valuation, or, if no closing bid price is reported, on the basis of a
closing bid price obtained from a dealer who maintains an active market
in that security; (iii) unlisted debt securities having a maturity in
excess of 60 days are valued at the mean between the bid and asked prices
determined by a portfolio pricing service approved by the Fund's Board of
Trustees or obtained from active market makers in the security on the
basis of reasonable inquiry; (iv) short-term debt securities having a
remaining maturity of 60 days or less are valued at cost, adjusted for
amortization of premiums and accretion of discounts; (v) securities
(including restricted securities) not having readily-available market
quotations are valued at fair value under the Board's procedures; and (vi)
securities traded on foreign exchanges are valued at the closing or last
sales prices reported on a principal exchange, or, if none, at the mean
between closing bid and asked prices and reflect prevailing rates of
exchange taken from the closing price on the London foreign exchange
market that day.     

             Trading in securities on European and Asian exchanges and over-
the-counter markets is normally completed before the close of The New York
Stock Exchange.  Events affecting the values of foreign securities traded
in stock markets that occur between the time their prices are determined
and the close of the Exchange will not be reflected in a Fund's
calculation of net asset value unless the Board of Trustees or the
Manager, under procedures established by the Board of Trustees, determines
that the particular event would materially affect the Fund's net asset
value, in which case an adjustment would be made, if necessary.  Foreign
currency will be valued as close to the time fixed for the valuation date
as is reasonably practicable.  The values of securities denominated in
foreign currency will be converted to U.S. dollars at the prevailing rates
of exchange at the time of valuation. 

     In the case of U.S. Government Securities, mortgage-backed securities,
foreign fixed-income securities and corporate bonds, when last sale
information is not generally available, such pricing procedures may
include "matrix" comparisons to the prices for comparable instruments on
the basis of quality, yield, maturity, and other special factors involved. 
The Trust's Board of Trustees has authorized the Manager to employ a
pricing service to price U.S. Government Securities, mortgage-backed
securities, foreign government securities and corporate bonds.  The
Trustees will monitor the accuracy of such pricing services by comparing
prices used for portfolio evaluation to actual sales prices of selected
securities. 

     Calls, puts and Futures are valued at the last sale prices on the
principal exchanges or on the NASDAQ National Market on which they are
traded, or, if there are no sales that day, in accordance with (i) above. 
When a Fund writes an option, an amount equal to the premium received by
that Fund is included in its Statement of Assets and Liabilities as an
asset, and an equivalent deferred credit is included in the liability
section.  The deferred credit is adjusted ("marked-to-market") to reflect
the current market value of the option. 

Money Fund Net Asset Valuation.  Money Fund will seek to maintain a net
asset value of $1.00 per share for purchases and redemptions.  There can
be no assurance that it will do so.  The Fund operates under SEC Rule 2a-
7, under which the Fund may use the amortized cost method of valuing its
shares.  The amortized cost method values a security initially at its cost
and thereafter assumes a constant amortization of any premium or accretion
of any discount, regardless of the impact of fluctuating interest rates
on the market value of the security.  The method does not take into
account unrealized capital gains or losses.     

             The Fund's Board of Trustees has established procedures intended
to stabilize Money Fund's net asset value at $1.00 per share.  If the
Fund's net asset value per share were to deviate from $1.00 by more than
0.5%, Rule 2a-7 requires the Board promptly to consider what action, if
any, should be taken.  If the Trustees find that the extent of any such
deviation may result in material dilution or other unfair effects on
shareholders, the Board will take whatever steps it considers appropriate
to eliminate or reduce such dilution or unfair effects, including, without
limitation, selling portfolio securities prior to maturity, shortening the
average portfolio maturity, withholding or reducing dividends, reducing
the outstanding number of Fund shares without monetary consideration, or
calculating net asset value per share by using available market
quotations.  

     As long as it uses Rule 2a-7, the Money Fund must abide by certain
conditions described above and in the prospectus.  For purposes of the
Rule, the maturity of an instrument is generally considered to be its
stated maturity (or in the case of an instrument called for redemption,
the date on which the redemption payment must be made), with special
exceptions for certain variable and floating rate instruments.  Repurchase
agreements and securities loan agreements are, in general, treated as
having a maturity equal to the period scheduled until repurchase or
return, or if subject to demand, equal to the notice period.

     While the amortized cost method provides certainty in valuation, there
may be periods during which the value of an instrument as determined by
amortized cost is higher or lower than the price the Fund would receive
if it sold the instrument.  During periods of declining interest rates,
the daily yield on Money Fund shares may tend to be lower than a like
computation made by a fund with identical investments utilizing a method
of valuation based upon market prices or estimates of market prices for
its portfolio.  Conversely, during periods of rising interest rates, the
daily yield on Money Fund shares will tend to be higher than that of a
portfolio priced at market value.     

    Dividends, Capital Gains and Taxes     

Distributions and Taxes.  The Trust intends for each Fund to qualify as
a "regulated investment company" under Subchapter M of the Internal
Revenue Code.  By so qualifying, the Funds will not be subject to Federal
income taxes on amounts paid by them as dividends and distributions, as
described in the Prospectus.   Each Fund is treated as a single entity for
purposes of determining Federal tax treatment.  The Trust will endeavor
to ensure that each Fund's assets are so invested so that all such
requirements are satisfied, but there can be no assurance that it will be
successful in doing so.

     The Internal Revenue Code requires that a holder (such as a Fund) of
a zero coupon security accrue a portion of the discount at which the
security was purchased as income each year even though that Fund receives
no interest payment in cash on the security during the year.  As an
investment company, each Fund must pay out substantially all of its net
investment income each year.  Accordingly, when a Fund holds zero coupon
securities, it may be required to pay out as an income distribution each
year an amount which is greater than the total amount of cash interest the
Fund actually received.  Such distributions will be made from the cash
assets of that Fund or by liquidation of portfolio securities, if
necessary.  The Fund may realize a gain or loss from such sales.  In the
event the Fund realizes net capital gains from such transactions, its
shareholders may receive a larger capital gain distribution than they
would have had in the absence of such transactions.

    Additional Information About the Fund

The Custodian and the Transfer Agent.  The Bank of New York is the
custodian of the Trust's securities.  The custodian's responsibilities
include safeguarding and controlling the Trust's portfolio securities,
collecting income on the portfolio securities, and handling the delivery
of portfolio securities to and from the Trust.  The Manager has
represented to the Trust that its banking relationships with the Custodian
have been and will continue to be unrelated to and unaffected by the
relationship between the Trust and the Custodian.  It will be the practice
of the Trust to deal with the Custodian in a manner uninfluenced by any
banking relationship the Custodian may have with the Manager and its
affiliates.     

     Oppenheimer Shareholder Services, as transfer agent, is responsible for
maintaining the Trust's shareholder registry and shareholder accounting
records, and for administrative functions.  
Independent Auditors.  The independent auditors of the Trust examine its
financial statements and perform other related audit services.  They also
act as auditors for the Manager and certain other funds advised by the
Manager and its affiliates.  



    Appendix A 

Industry Classifications


Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
Food
Gas Utilities*
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking

______________________________
*  For purposes of a Fund's investment policy not to concentrate in
securities of issuers in the same industry, gas utilities and gas
transmission utilities each will be considered a separate industry.     



    Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203

Transfer Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian
The Bank of New York
One Wall Street
New York, New York 10015

Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202

Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202-4918     



                                       OPPENHEIMER VARIABLE ACCOUNT FUNDS

                                                    FORM N-1A

                                                     PART C

                                                OTHER INFORMATION


Item 24.   Financial Statements and Exhibits
           ---------------------------------
           (a)  Financial Statements

           1.  Financial Highlights (see Parts A and B): To be filed    
               by amendment.

           2.  Independent Auditors' Report (see Part B): To be filed   
               by amendment.

           3.  Statements of Investments (see Part B): To be filed      
               by amendment.

           4.  Statements of Assets and Liabilities (see Part B): To be 
               filed by amendment.

           5.  Statements of Operations (see Part B): To be filed by    
               amendment.

           6.  Statements of Changes in Net Assets (see Part B): To be  
               filed by amendment.

           7.  Notes to Financial Statements (see Part B): To be filed  
               by amendment.

           8.  Independent Auditors' Consent: To be filed by amendment.
    

           (b)  Exhibits
                --------
           1.  Fifth Restated Declaration of Trust dated February 25,   
               1993: Previously filed with Registrant's Post-Effective  
               Amendment No. 22, 4/30/93, and refiled herewith pursuant 
               to Item 102 of Regulation S-T.

           2.  By-Laws, amended as of 6/26/90: Previously filed with    
               Registrant's Post-Effective Amendment No. 18, 3/2/92, and 
               refiled herewith pursuant to Item 102 of Regulation S-T.
    

           3.  Not Applicable.

           4.  (i)  Oppenheimer Money Fund specimen share certificate:  
                    Filed with Registrant's Post-Effective Amendment No. 
                    25, 4/29/94, and incorporated herein by reference.

              (ii)  Oppenheimer Bond Fund specimen share certificate:   
                    Filed with Registrant's Post-Effective Amendment No. 
                    25, 4/29/94, and incorporated herein by reference..

             (iii)  Oppenheimer Growth Fund specimen share certificate: 
                    Filed with Registrant's Post-Effective Amendment No. 
                    25, 4/29/94, and incorporated herein by reference.

              (iv)  Oppenheimer High Income Fund specimen share         
                    certificate: Filed with Registrant's Post-Effective 
                    Amendment No. 25, 4/29/94, and incorporated herein by 
                    reference.

               (v)  Oppenheimer Capital Appreciation Fund specimen share 
                    certificate: Filed with Registrant's Post-Effective 
                    Amendment No. 25, 4/29/94, and incorporated herein by 
                    reference.

              (vi)  Oppenheimer Multiple Strategies Fund specimen share 
                    certificate: Filed with Registrant's Post-Effective 
                    Amendment No. 25, 4/29/94, and incorporated herein by 
                    reference.

             (vii)  Oppenheimer Global Securities Fund specimen share   
                    certificate: Filed with Registrant's Post-Effective 
                    Amendment No. 25, 4/29/94, and incorporated herein by 
                    reference.

            (viii)  Oppenheimer Strategic Bond Fund specimen share      
                    certificate: Filed with Registrant's Post-Effective 
                    Amendment No. 25, 4/29/94, and incorporated herein by 
                    reference.     

           5.  (i)  Investment Advisory Agreement for Oppenheimer Money 
                    Fund dated 9/1/94: Filed herewith.

              (ii)  Investment Advisory Agreement for Oppenheimer High  
                    Income Fund dated 9/1/94: Filed herewith.

             (iii)  Investment Advisory Agreement for Oppenheimer Bond  
                    Fund dated 9/1/94: Filed herewith.

              (iv)  Investment Advisory Agreement for Oppenheimer Capital 
                    Appreciation Fund STGT 9/1/94: Filed herewith.

               (v)  Investment Advisory Agreement for Oppenheimer Growth 
                    Fund dated 9/1/94: Filed herewith.

              (vi)  Investment Advisory Agreement for Oppenheimer Multiple 
                   Strategies Fund dated 9/1/94: Filed herewith.


             (vii)  Investment Advisory Agreement for Oppenheimer Global 
                    Securities Fund dated 9/1/94: Filed herewith.

            (viii)  Investment Advisory Agreement for Oppenheimer       
                    Strategic Bond Fund dated 9/1/94: Filed herewith.

              (ix)  Investment Advisory Agreement for Oppenheimer Income 
                    & Growth Fund dated 5/1/95: Filed herewith.     

               6.   Not Applicable.

               7.   Not Applicable.

               8.   Custody Agreement between Oppenheimer Variable Account 
                   Funds and The Bank of New York, dated 11/12/92:      
                   Previously filed with Registrant's Post-Effective    
                   Amendment No. 21, 3/12/92, and incorporated herein by 
                    reference.

               9.   Not Applicable.

              10.  (i)  Opinion and Consent of Counsel, 3/14/85:        
                        Previously filed with Registrant's Pre-Effective 
                        Amendment No. 1, 3/20/85, and incorporated herein 
                        by reference.

                  (ii)  Opinion and Consent of Counsel, 4/28/86:        
                        Previously filed with Registrant's Post-Effective 
                        Amendment No. 5, 8/12/86, and incorporated herein 
                        by reference.

                 (iii)  Opinion and Consent of Counsel, 7/31/86:        
                        Previously filed with Registrant's Post-Effective 
                        Amendment No. 5, 8/12/86, and incorporated herein 
                        by reference.

                  (iv)  Opinion and Consent of Counsel, 1/21/87:        
                        Previously filed with Registrant's Post-Effective 
                        Amendment No. 7, 2/6/87, and incorporated herein 
                        by reference.

                   (v)  Opinion and Consent of Counsel, dated July 31,  
                        1990: Previously filed with Registrant's Post-  
                        Effective Amendment No. 15, 9/19/90, and        
                        incorporated herein by reference.

                 (vii)  Opinion and Consent of Counsel dated April 23,  
                        1993: Previously filed with Registrant's Post-  
                        Effective Amendment No. 22, 4/30/93, and        
                        incorporated herein by reference.

                  11.   Not Applicable.

                  12.   Not Applicable.

                  13.   Not Applicable.     

                  14.  Not Applicable.

                  15.  Not Applicable.

                  16.  Performance computation schedules: To be filed by 
                       Post-Effective Amendment.

                  17.  Financial Data Schedules: To be filed by Amendment.
    

                  --   Powers of Attorney (and Certified Board          
                       Resolution): Previously filed with Registrant's  
                       Post-Effective Amendment No. 24, 2/25/94, and    
                       incorporated herein by reference.

Item 25.  Persons Controlled by or under Common Control with Registrant 
          -------------------------------------------------------------

     Registrant does not control any other person.  Except that all of
Registrant's issued and outstanding shares are held by certain separate
accounts, as described in Part B of this Registration Statement,
Registrant is not under common control with any other person.

Item 26.  Number of Holders of Securities
                                               No. of Record 
                                               Holders as of
          Title of Class (Series)              April 7, 1995
          -----------------------              --------------
     Oppenheimer Money Fund                    
     Oppenheimer High Income Fund             
     Oppenheimer Bond Fund                     
     Oppenheimer Capital Appreciation Fund     
     Oppenheimer Growth Fund                   
     Oppenheimer Multiple Strategies Fund      
     Oppenheimer Global Securities Fund        
     Oppenheimer Strategic Bond Fund           
     Oppenheimer Income & Growth Fund     

Item 27.  Indemnification
          --------------- 
     Reference is made to paragraphs (c) through (g) of Section 12 of
Article SEVENTH of Registrant's Fifth Restated Declaration of Trust
previously filed as an exhibit to this Registration Statement,
incorporated herein by reference.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions or otherwise,
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or paid by a
director, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person, Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.

Item 28.  Business and Other Connections of Investment Adviser
          ----------------------------------------------------
             (a)  Oppenheimer Management Corporation is the investment adviser
of the Registrant; it and certain subsidiaries and affiliates act in the
same capacity to other registered investment companies as described in
Parts A and B hereof and listed in Item 28(b) below.
                     
     (b)  There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
officer and director of Oppenheimer Management Corporation is, or at any
time during the past two fiscal years has been, engaged for his/her own
account or in the capacity of director, officer, employee, partner or
trustee.     

    


Name & Current Position
with Oppenheimer                              Other Business and Connections
Management Corporation                        During the Past Two Years
- -----------------------                       ------------------------------
                                           
Lawrence Apolito,                             None.
Vice President

James C. Ayer, Jr.,                           Vice President and Portfolio Manager of
Assistant Vice President                      Oppenheimer Gold & Special Minerals Fund and
                                              Oppenheimer Global Emerging Growth Fund.  

Victor Babin,                                 None.
Senior Vice President

Robert J. Bishop                              Assistant Treasurer of the OppenheimerFunds
Assistant Vice President                      (listed below); previously a Fund Controller
                                              for Oppenheimer Management Corporation (the
                                              "Manager"). 

George Bowen                                  Treasurer of the New York-based
Senior Vice President                         OppenheimerFunds; Vice President, Secretary
and Treasurer                                 and Treasurer of the Denver-based
                                              OppenheimerFunds. Vice President and
                                              Treasurer of Oppenheimer Funds Distributor,
                                              Inc. (the "Distributor") and HarbourView
                                              Asset Management Corporation
                                              ("HarbourView"), an investment adviser
                                              subsidiary of OMC; Senior Vice President,
                                              Treasurer, Assistant Secretary and a
                                              director of Centennial Asset Management
                                              Corporation ("Centennial"), an investment
                                              adviser subsidiary of the Manager; Vice
                                              President, Treasurer and Secretary of
                                              Shareholder Services, Inc. ("SSI") and
                                              Shareholder Financial Services, Inc.
                                              ("SFSI"), transfer agent subsidiaries of
                                              OMC; President, Treasurer and Director of
                                              Centennial Capital Corporation; Vice
                                              President and Treasurer of Main Street
                                              Advisers; formerly Senior Vice President/
                                              Comptroller and Secretary of Oppenheimer
                                              Asset Management Corporation ("OAMC"), an
                                              investment adviser which was a subsidiary of
                                              the OMC. 

Michael A. Carbuto,                           Vice President and Portfolio Manager of
Vice President                                Oppenheimer Tax-Exempt Cash Reserves,
                                              Centennial California Tax Exempt Trust,
                                              Centennial New York Tax Exempt Trust and
                                              Centennial Tax Exempt Trust; Vice President
                                              of Centennial.

William Colbourne,                            Formerly, Director of Alternative Staffing
Assistant Vice President                      Resources, and Vice President of Human
                                              Resources, American Cancer Society.

Lynn Coluccy, Vice President                  Formerly Vice President\Director of Internal
                                              Audit of the Manager.

O. Leonard Darling,                           Formerly Co-Director of Fixed Income for
Executive Vice President                      State Street Research & Management Co.

Robert A. Densen,                             None.
Vice President

Robert Doll, Jr.,                             Vice President and Portfolio Manager of
Executive Vice President                      Oppenheimer Growth Fund and Oppenheimer
                                              Target Fund; Senior Vice President and
                                              Portfolio Manager of Strategic Income &
                                              Growth Fund.

John Doney, Vice President                    Vice President and Portfolio Manager of
                                              Oppenheimer Equity Income Fund.   

Andrew J. Donohue,                            Secretary of the New York-based
Executive Vice President                      OppenheimerFunds; Vice President of the
& General Counsel                             Denver-based OppenheimerFunds; Executive
                                              Vice President, Director and General Counsel
                                              of the Distributor; formerly Senior Vice
                                              President and Associate General Counsel of
                                              the Manager and the Distributor. 

Kenneth C. Eich,                              Treasurer of Oppenheimer Acquisition
Executive Vice President/                     Corporation
Chief Financial Officer

George Evans, Vice President                  Vice President and Portfolio Manager of
                                              Oppenheimer Global Securities Fund.

Scott Farrar,                                 Assistant Treasurer of the OppenheimerFunds;
Assistant Vice President                      previously a Fund Controller for the
                                              Manager.

Katherine P.Feld                              Vice President and Secretary of Oppenheimer
Vice President and                            Funds Distributor, Inc.; Secretary of
Secretary                                     HarbourView, Main Street Advisers, Inc. and
                                              Centennial; Secretary, Vice President and
                                              Director of Centennial Capital Corp. 

Jon S. Fossel,                                President and director of Oppenheimer
Chairman of the Board,                        Acquisition Corp. ("OAC"), the Manager's
Chief Executive Officer                       parent holding company; President, CEO and
and Director                                  a director of HarbourView; a director of SSI
                                              and SFSI; President, Director, Trustee, and
                                              Managing General Partner of the Denver-based
                                              OppenheimerFunds; formerly President of the
                                              Manager. President and Chairman of the Board
                                              of Main Street Advisers, Inc. 

Robert G. Galli,                              Trustee of the New York-based
Vice Chairman                                 OppenheimerFunds; Vice President and Counsel
                                              of OAC; formerly he held the following
                                              positions: a director of the Distributor,
                                              Vice President and a director of HarbourView
                                              and Centennial, a director of SFSI and SSI,
                                              an officer of other OppenheimerFunds and
                                              Executive Vice  President & General Counsel
                                              of the Manager and the Distributor.

Linda Gardner,                                None.
Assistant Vice President

Ginger Gonzalez,                              Formerly 1st Vice President/Director of
Vice President                                Creative Services for Shearson Lehman
                                              Brothers.

Dorothy Grunwager,                            None.
Assistant Vice President

Caryn Halbrecht,                              Vice President and Portfolio Manager of
Vice President                                Oppenheimer Insured Tax-Exempt Bond Fund and
                                              Oppenheimer Intermediate Tax Exempt Bond
                                              Fund; an officer of other OppenheimerFunds;
                                              formerly Vice President of Fixed Income
                                              Portfolio Management at Bankers Trust.

Barbara Hennigar,                             President and Director of Shareholder
President and Chief                           Financial Service, Inc.
Executive Officer of 
Oppenheimer Shareholder 
Services, a division of OMC. 

Alan Hoden, Vice President                    None.

Merryl Hoffman,                               None.
Vice President

Scott T. Huebl,                               None.
Assistant Vice President

Jane Ingalls,                                 Formerly a Senior Associate with Robinson,
Assistant Vice President                      Lake/Sawyer Miller.

Stephen Jobe,                                 None.
Vice President

Avram Kornberg,                               Formerly a Vice President with Bankers
Vice President                                Trust.
                                              
Paul LaRocco,                                 Portfolio Manager of Oppenheimer Capital
Assistant Vice President                      Appreciation Fund; Associate Portfolio
                                              Manager of Oppenheimer Discovery Fund and
                                              Oppenheimer Time Fund.  Formerly a
                                              Securities Analyst for Columbus Circle
                                              Investors.

Mitchell J. Lindauer,                         None.
Vice President

Loretta McCarthy,                             None.
Senior Vice President

Bridget Macaskill,                            Director of HarbourView; Director of Main
President and Director                        Street Advisers, Inc.; and Chairman of
                                              Shareholder Services, Inc.

Sally Marzouk,                                None.
Vice President

Denis R. Molleur,                             None.
Vice President

Kenneth Nadler,                               None.
Vice President

David Negri,                                  Vice President and Portfolio Manager of
Vice President                                Oppenheimer Strategic Bond Fund, Oppenheimer
                                              Multiple Strategies Fund, Oppenheimer
                                              Strategic Investment Grade Bond Fund,
                                              Oppenheimer Asset Allocation Fund,
                                              Oppenheimer Strategic Diversified Income
                                              Fund, Oppenheimer Strategic Income Fund,
                                              Oppenheimer Strategic Income & Growth Fund,
                                              Oppenheimer Strategic Short-Term Income
                                              Fund, Oppenheimer High Income Fund and
                                              Oppenheimer Bond Fund; an officer of other
                                              OppenheimerFunds.

Barbara Niederbrach,                          None.
Assistant Vice President

Stuart Novek,                                 Formerly a Director Account Supervisor for
Vice President                                J. Walter Thompson.

Robert A. Nowaczyk,                           None.
Vice President

Julia O'Neal,                                 None.
Assistant Vice President

Robert E. Patterson,                          Vice President and Portfolio Manager of
Senior Vice President                         Oppenheimer Main Street California Tax-
                                              Exempt Fund, Oppenheimer Insured Tax-Exempt
                                              Bond Fund, Oppenheimer Intermediate Tax-
                                              Exempt Bond Fund, Oppenheimer Florida Tax-
                                              Exempt Fund, Oppenheimer New Jersey Tax-
                                              Exempt Fund, Oppenheimer Pennsylvania Tax-
                                              Exempt Fund, Oppenheimer California Tax-
                                              Exempt Fund, Oppenheimer New York Tax-Exempt
                                              Fund and Oppenheimer Tax-Free Bond Fund;
                                              Vice President of the New York Tax-Exempt
                                              Income Fund, Inc.; Vice President of
                                              Oppenheimer Multi-Sector Income Trust.

Tilghman G. Pitts III,                        Chairman and Director of the Distributor.
Executive Vice President 
and Director

Jane Putnam,                                  Associate Portfolio Manager of Oppenheimer
Assistant Vice President                      Growth Fund and Oppenheimer Target Fund and
                                              Portfolio Manager for Oppenheimer Variable
                                              Account Funds-Growth Fund; Senior Investment
                                              Officer and Portfolio Manager with Chemical
                                              Bank.

Russell Read,                                 Formerly an International Finance Consultant
Assistant Vice President                      for Dow Chemical.

Thomas Reedy,                                 Vice President of Oppenheimer Multi-Sector
Vice President                                Income Trust and Oppenheimer Multi-
                                              Government Trust; an officer of other
                                              OppenheimerFunds; formerly a Securities
                                              Analyst for the Manager.

David Rosenberg,                              Vice President and Portfolio Manager of
Vice President                                Oppenheimer Limited-Term Government Fund and
                                              Oppenheimer U.S. Government Trust.  Formerly
                                              Vice President and Senior Portfolio Manager
                                              for Delaware Investment Advisors.

Richard H. Rubinstein,                        Vice President and Portfolio Manager of
Vice President                                Oppenheimer Asset Allocation Fund,
                                              Oppenheimer Fund and Oppenheimer Multiple
                                              Strategies Fund; an officer of other
                                              OppenheimerFunds; formerly Vice President
                                              and Portfolio Manager/Security Analyst for
                                              Oppenheimer Capital Corp., an investment
                                              adviser.

Lawrence Rudnick,                             Formerly Vice President of Dollar Dry Dock
Assistant Vice President                      Bank.

Ellen Schoenfeld,                             None.
Assistant Vice President
                           
Nancy Sperte,                                 None.
Senior Vice President                         

Donald W. Spiro,                              President and Trustee of the New York-based
Chairman Emeritus                             OppenheimerFunds; formerly Chairman of the
and Director                                  Manager and the Distributor.

Arthur Steinmetz,                             Vice President and Portfolio Manager of
Senior Vice President                         Oppenheimer Strategic Diversified Income
                                              Fund, Oppenheimer Strategic Income Fund,
                                              Oppenheimer Strategic Income & Growth Fund,
                                              Oppenheimer Strategic Investment Grade Bond
                                              Fund, Oppenheimer Strategic Short-Term
                                              Income Fund; an officer of other
                                              OppenheimerFunds.

Ralph Stellmacher,                            Vice President and Portfolio Manager of
Senior Vice President                         Oppenheimer Champion High Yield Fund and 
                                              Oppenheimer High Yield Fund; an officer of
                                              other OppenheimerFunds.

John Stoma, Vice President                    Formerly Vice President of Pension Marketing
                                              with Manulife Financial.

James C. Swain,                               Chairman, CEO and Trustee, Director or
Vice Chairman of the                          Managing Partner of the Denver-based
Board of Directors                            OppenheimerFunds; President and a Director
and Director                                  of Centennial; formerly President and
                                              Director of OAMC, and Chairman of the Board
                                              of SSI.

James Tobin, Vice President                   None.

Jay Tracey, Vice President                    Vice President of the Manager; Vice
                                              President and Portfolio Manager of
                                              Oppenheimer Time Fund and Oppenheimer
                                              Discovery Fund.  Formerly Managing Director
                                              of Buckingham Capital Management.

Gary Tyc, Vice President,                     Assistant Treasurer of the Distributor and
Assistant Secretary                           SFSI.
and Assistant Treasurer

Ashwin Vasan,                                 Vice President of Oppenheimer Multi-Sector
Vice President                                Income Trust and Oppenheimer Multi-
                                              Government Trust: an officer of other
                                              OppenheimerFunds.

Valerie Victorson,                            None.
Vice President

John Wallace,                                 Vice President and Portfolio Manager of
Vice President                                Oppenheimer Total Return Fund, and
                                              Oppenheimer Main Street Income and Growth
                                              Fund; an officer of other OppenheimerFunds;
                                              formerly a Securities Analyst and Assistant
                                              Portfolio      Manager for the Manager.

Dorothy Warmack,                              Vice President and Portfolio Manager of
Vice President                                Daily Cash Accumulation Fund, Inc.,
                                              Oppenheimer Cash Reserves, Centennial
                                              America Fund, L.P., Centennial Government
                                              Trust and Centennial Money Market Trust;
                                              Vice President of Centennial.

Christine Wells,                              None.
Vice President

William L. Wilby,                             Vice President and Portfolio Manager of
Senior Vice President                         Oppenheimer Global Fund and Oppenheimer
                                              Global Growth & Income Fund; Vice President
                                              of HarbourView; an officer of other
                                              OppenheimerFunds. 

Carol Wolf,                                   Vice President and Portfolio Manager of
Vice President                                Oppenheimer Money Market Fund, Inc.,
                                              Centennial America Fund, L.P., Centennial
                                              Government Trust, Centennial Money Market
                                              Trust and Daily Cash Accumulation Fund,
                                              Inc.; Vice President of Oppenheimer Multi-
                                              Sector Income Trust; Vice President of
                                              Centennial.

Robert G. Zack,                               Associate General Counsel of the Manager;
Senior Vice President                         Assistant Secretary of the OppenheimerFunds;
and Assistant Secretary                       Assistant Secretary of SSI, SFSI; an officer
                                              of other OppenheimerFunds.

Eva A. Zeff,                                  Vice President and Portfolio Manager of
Assistant Vice President                      Oppenheimer Mortgage Income Fund; an officer
                                              of other OppenheimerFunds; formerly a
                                              Securities Analyst for the Manager.

Arthur J. Zimmer,                             Vice President and Portfolio Manager of
Vice President                                Centennial America Fund, L.P., Oppenheimer
                                              Money Fund, Centennial Government Trust,
                                              Centennial Money Market Trust and Daily Cash
                                              Accumulation Fund, Inc.; Vice President of
                                              Oppenheimer Multi-Sector Income Trust; Vice
                                              President of Centennial; an officer of other
                                              OppenheimerFunds.

     

                The OppenheimerFunds include the New York-based OppenheimerFunds
and the Denver-based OppenheimerFunds set forth below:

                New York-based OppenheimerFunds
                Oppenheimer Asset Allocation Fund
                Oppenheimer California Tax-Exempt Fund
                Oppenheimer Discovery Fund
                Oppenheimer Global Emerging Growth Fund
                Oppenheimer Global Fund
                Oppenheimer Global Growth & Income Fund
                Oppenheimer Gold & Special Minerals Fund
                Oppenheimer Growth Fund
                Oppenheimer Money Market Fund, Inc.
                Oppenheimer Mortgage Income Fund
                Oppenheimer Multi-Government Trust
                Oppenheimer Multi-Sector Income Trust
                Oppenheimer Multi-State Tax-Exempt Trust
                Oppenheimer New York Tax-Exempt Trust
                Oppenheimer Fund
                Oppenheimer Target Fund
                Oppenheimer Tax-Free Bond Fund
                Oppenheimer Time Fund
                Oppenheimer U.S. Government Trust

                Denver-based OppenheimerFunds
                Oppenheimer Cash Reserves
                Centennial America Fund, L.P.
                Centennial California Tax Exempt Trust
                Centennial Government Trust
                Centennial Money Market Trust
                Centennial New York Tax Exempt Trust
                Centennial Tax Exempt Trust
                Daily Cash Accumulation Fund, Inc.
                The New York Tax-Exempt Income Fund, Inc.
                Oppenheimer Champion High Yield Fund
                Oppenheimer Equity Income Fund
                Oppenheimer High Yield Fund
                Oppenheimer Integrity Funds
                Oppenheimer Limited-Term Government Fund
                Oppenheimer Main Street Funds, Inc.
                Oppenheimer Strategic Funds Trust
                Oppenheimer Strategic Income & Growth Fund
                Oppenheimer Strategic Investment Grade Bond Fund
                Oppenheimer Strategic Short-Term Income Fund
                Oppenheimer Tax-Exempt Bond Fund
                Oppenheimer Total Return Fund, Inc.
                Oppenheimer Variable Account Funds

                The address of Oppenheimer Management Corporation, the New York-
based OppenheimerFunds, Oppenheimer Funds Distributor, Inc., Harbourview
Asset Management Corp., Oppenheimer Partnership Holdings, Inc., and
Oppenheimer Acquisition Corp. is Two World Trade Center, New York, New
York 10048-0203.

                The address of the Denver-based OppenheimerFunds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., Oppenheimer
Shareholder Services, Centennial Asset Management Corporation, Centennial 
Capital Corp., and Main Street Advisers, Inc. is 3410 South Galena Street,
Denver, Colorado 80231.     

Item 29.  Principal Underwriters
          ----------------------
          Not Applicable.

Item 30.  Location of Accounts and Records
          --------------------------------
        The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act and
rules promulgated thereunder are in possession of Oppenheimer Management
Corporation at its offices at 3410 South Galena Street, Denver, Colorado
80231.

Item 31.  Management Services
          -------------------
          Not Applicable.

Item 32.  Undertakings
          ------------
          (a)  Not Applicable.

          (b)  Not Applicable.

          (c)  Not Applicable.


                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver and State of Colorado
on the 13th day of February, 1995.

                                  OPPENHEIMER VARIABLE ACCOUNT FUNDS

                                      /s/ James C. Swain *
                                  by: --------------------------
                                      James C. Swain, Chairman

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:

Signatures:                 Title                    Date
- -----------                 -----------------        --------------

/s/ James C. Swain*         Chairman of the Board    February 13, 1995
- ---------------------       of Trustees and
James C. Swain              Principal Executive 
                            Officer

/s/ Jon S. Fossel*          President and Trustee    February 13, 1995
- ----------------------    
Jon S. Fossel


/s/ George Bowen*           Treasurer and            February 13, 1995
- ----------------------      Principal Financial
George Bowen                and Accounting Officer


/s/ Robert G. Avis*         Trustee                  February 13, 1995
- ----------------------
Robert G. Avis


/s/ William A. Baker*       Trustee                  February 13, 1995
- ----------------------
William A. Baker


/s/ Charles Conrad, Jr.*    Trustee                  February 13, 1995
- ----------------------
Charles Conrad, Jr.


/s/ Raymond J. Kalinowski*  Trustee                  February 13, 1995
- ----------------------
Raymond J. Kalinowski


/s/ C. Howard Kast*         Trustee                  February 13, 1995
- ----------------------
C. Howard Kast


/s/ Robert M. Kirchner*     Trustee                  February 13, 1995
- ----------------------
Robert M. Kirchner


/s/ Ned M. Steel*           Trustee                  February 13, 1995
- -----------------------
Ned M. Steel





*By:   /s/ Robert G. Zack
      -------------------------------------
      Robert G. Zack, Attorney-in-Fact



                                      OPPENHEIMER VARIABLE ACCOUNT FUNDS

                                                 EXHIBIT INDEX



Exhibit No.     Description
- -----------     -----------
    24(b)(1)    Fifth Restated Declaration of Trust dated 2/25/93

24(b)(2)        By-Laws, amended as of 6/26/90

 24(b)5(i)       Investment Advisory Agreement for Oppenheimer Money Fund 
                 dated 9/1/94 

 24(b)5(ii)      Investment Advisory Agreement for Oppenheimer High Income 
                 Fund dated 9/1/94

 24(b)5(iii)     Investment Advisory Agreement for Oppenheimer Bond Fund 
                 dated 9/1/94

 24(b)5(iv)      Investment Advisory Agreement for Oppenheimer Capital  
                 Appreciation Fund dated 9/1/94 

 24(b)5(v)       Investment Advisory Agreement for Oppenheimer Growth Fund 
                 dated 9/1/94

 24(b)5(vi)      Investment Advisory Agreement for Oppenheimer Multiple 
                 Strategies Fund dated 9/1/94

 24(b)5(vii)     Investment Advisory Agreement for Oppenheimer Global   
                 Securities Fund dated 9/1/94

 24(b)5(viii)    Investment Advisory Agreement for Oppenheimer Strategic 
                 Bond Fund dated 9/1/94

 24(b)5(ix)      Investment Advisory Agreement for Oppenheimer Income & 
                 Growth Fund dated 5/1/95     

EX-3

                                   FIFTH
                                 RESTATED
                           DECLARATION OF TRUST
                                    OF
                    OPPENHEIMER VARIABLE ACCOUNT FUNDS


     FIFTH RESTATED DECLARATION OF TRUST, made as of February 25, 1993 by
and among the individuals executing this Fourth Restated Declaration of
Trust as the initial Trustees.
     WHEREAS, (i) by Declaration of Trust dated August 28, 1984, the
Trustees establish a Trust initially named Oppenheimer Variable Life
Funds, a trust fund under the laws of the Commonwealth of Massachusetts,
for the investment and reinvestments of fund contributed thereto, (ii) by
the First Restated Declaration of Trust dated March 11, 1986, the Trustees
amended and restated said Declaration of Trust to create two new Series
of Shares, and (iii) by the Second Restated Declaration of Trust dated
August 15, 1986, the Trustees further amended and restated said
Declaration of Trust to change the Trust's name to Oppenheimer Variable
Account Funds and to make certain other changes, (iv) by the Third
Restated Declaration of Trust dated October 21, 1986, the Trustees amended
and restated said Declaration of Trust to create a new Series of Shares,
and (v) by the Fourth Restated Declaration of Trust dated June 4, 1990,
the Trustees amended and restated said Declaration of Trust to create a
new Series of Shares;
     WHEREAS, the Trustees desire to further amend such Declaration of
Trust without shareholder approval, as permitted under ARTICLE FOURTH, to
create an additional Series of Shares in addition to the seven Series
previously established and designated, and to fix and determine the
relative rights and preferences of such Additional Series of Shares as set
forth in said ARTICLE FOURTH;
     NOW, THEREFORE, the Trustees declare that all money and property held
or delivered to the Trust Fund hereunder shall be held and managed under
this Fifth Restated Declaration of Trust IN TRUST as herein set forth
below.
     FIRST:  This Trust shall be known as OPPENHEIMER VARIABLE ACCOUNT
FUNDS.  The address of Oppenheimer Variable Account Funds is 3410 South
Galena Street, Denver, Colorado 80231.  The Registered Agent for service
is Massachusetts Mutual Life Insurance Company, 1295 State Street,
Springfield, Massachusetts 01111, Attention: Stephen L. Kuhn, Esq.
     SECOND:  Whenever used herein, unless otherwise required by the
context or specifically provided:
     1.   All terms used in this Declaration of Trust which are defined in
the 1940 Act (defined below) shall have the meanings given to them in the
1940 Act.
     2.   "Board" or "Board of Trustees" or the "Trustees" means the Board
of Trustees of the Trust.
     3.   "By-Laws" means the By-Laws of the Trust as amended from time to
time.
     4.   "Commission" means the Securities and Exchange Commission.
     5.   "Declaration of Trust" shall mean this Declaration of Trust as
amended or restated from time to time.
     6.   The "1940 Act" refers to the Investment Company Act of 1940 and
the Rules and Regulations of the Commission thereunder, all as amended
from time to time.
     7.   "Series" refers to Series of Shares established and designated
under or in accordance with the provisions of Article FOURTH.
     8.   "Shareholder" means a record owner of Shares of the Trust.
     9.   "Shares" refers to the transferable units of interest into which
the beneficial interest in the Trust or any Series of the Trust (as the
context may require) shall be divided from time to time and includes
fractions of Shares as well as whole Shares.
     10.  The "Trust" refers to the Massachusetts business trust created
by this Declaration of Trust, as amended or restated from time to time.
     11.  "Trustees" refers to the individual trustees in their capacity
as trustees hereunder of the Trust and their successor or successors for
the time being in office as such trustees.
     THIRD:  The purpose or purposes for which the Trust is formed and the
business or objects to be transacted, carried on and promoted by it are
as follows:
     1.   To hold, invest or reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to purchase or
otherwise acquire, hold for investment or otherwise, sell, sell short,
assign, negotiate, transfer, exchange or otherwise dispose of or turn to
account or realize upon, securities (which term "securities" shall for the
purposes of this Declaration of Trust, without limitation of the
generality thereof, be deemed to include any stocks, shares, bonds,
financial futures contracts, indexes, debentures, notes, mortgages or
other obligations, and any certificates, receipts, warrants or other
instruments representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests therein,
or in any property or assets) created or issued by any issuer (which term
"issuer" shall for the purposes of this Declaration of Trust, without
limitation of the generality thereof be deemed to include any persons,
firms, associations, corporations, syndicates, combinations,
organizations, governments, or subdivisions thereof) and in financial
instruments (whether they  are considered as securities or commodities);
and to exercise, as owner or holder of any securities or financial
instruments, all rights, powers and privileges in respect thereof; and to
do any and all acts and things for the preservation, protection,
improvement and enhancement in value of any or all such securities or
financial instruments.
     2.   To borrow money and pledge assets in connection with any of the
objects or purposes of the Trust, and to issue notes or other obligations
evidencing such borrowings, to the extent permitted by the 1940 Act and
by the Trust's fundamental investment policies under the 1940 Act.
     3.   To issue and sell its Shares in such Series and amounts and on
such terms and conditions, for such purposes and for such amount or kind
of consideration (including without limitation thereto, securities) now
or hereafter permitted by the laws of the Commonwealth of Massachusetts
and by this Declaration of Trust, as the Trustees may determine.
     4.   To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel its Shares, or to classify or reclassify any
unissued Shares or any Shares previously issued and reacquired of any
Series into one or more series that may have been established and
designated from time to time,  all without the vote or consent of the
Shareholders of the Trust, in any manner and to the extent now or
hereafter permitted by this Declaration of Trust.
     5.   To conduct its business in all its branches at one or more
offices in Colorado and elsewhere in any part of the world, without
restriction or limit as to extent.
     6.   To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or to the extent now or
hereafter permitted by the laws of Massachusetts, as a member of, or as
the owner or holder of any stock of, or share of interest in, any issuer,
and in connection therewith or make or enter into such deeds or contracts
with any issuers and to do such acts and things and to exercise such
powers, as a natural person could lawfully make, enter into, do or
exercise.
     7.   To do any and all such further acts and things and to exercise
any and all such further powers as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out
or attainment of all or any of the foregoing purposes or objects.
       The foregoing objects and purposes shall, except as otherwise
expressly provided, be in no way limited or restricted by reference to,
or inference from, the terms of any other clause of this or any other
Article of this Declaration of Trust, and shall each be regarded as
independent and construed as powers as well as objects and purposes, and
the enumeration of specific purposes, objects and powers shall not be
construed to limit or restrict in any manner the meaning of general terms
or the general powers of the Trust now or hereafter conferred by the laws
of the Commonwealth of Massachusetts nor shall the expression of one thing
be deemed to exclude another, though it be of a similar or dissimilar
nature, not expressed; provided, however, that the Trust shall not carry
on any business, or exercise any powers, in any state, territory, district
or country except to the extent that the same may lawfully be carried on
or exercised under the laws thereof.
     FOURTH:  (A)  The beneficial interest in the Trust shall be divided
into Shares, all without par value, but the Trustees shall have the
authority from time to time to create one or more Series of Shares in
addition to the Series specifically established and designated in part (B)
of this Article FOURTH, as they deem necessary or desirable, to establish
and designate such Series, and to fix and determine the relative rights
and preferences as between the different Series of Shares as to right of
redemption and the price, terms and manner of redemption, special and
relative rights as to dividends and other distributions and on
liquidation, sinking or purchase fund provisions, conversion on
liquidation, sinking or purchase fund provisions, conversion rights, and
conditions under which the several Series shall have individual voting
rights or no voting rights.  Except as aforesaid, all Shares of the
different Series shall be identical.
       The number of authorized Shares and the number of Shares of each
Series that may be issued is unlimited, and the Trustees may issue Shares
of any Series for such consideration and on such terms as they may
determine (or for no consideration if pursuant to a Share dividend or
split-up), all without action or approval of the Shareholders.  All Shares
when so issued on the terms determined by the Trustees shall be fully paid
and non-assessable.  The Trustees may classify or reclassify any unissued
Shares or any Shares previously issued and reacquired of any Series into
one or more Series that may be established and designated from time to
time.  The Trustees may hold as treasury Shares (of the same or some other
Series), reissue for such consideration and on such terms as they may
determine, or cancel, at their discretion from time to time, any Shares
of any Series reacquired by the Trust.
       The establishment and designation of any Series of Shares in
addition to that established and designated in part (B) of this Article
FOURTH shall be effective upon the execution by a majority of the Trustees
of an instrument setting forth such establishment and designation and the
relative rights and preferences of such Series, or as otherwise provided
in such instrument.  At any time that there are no Shares outstanding of
any particular Series previously established and designated, the Trustees
may by an instrument executed by a majority of their number abolish that
Series and the establishment and designation thereof.  Each instrument
referred to in this paragraph shall be an amendment to this Declaration
of Trust, and may be made by the Trustees without shareholder approval.
       Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire, own, hold
and dispose of Shares of any Series of the Trust to the same extent as if
such person were not a Trustee, officer or other agent of the Trust; and
the Trust may issue and sell or cause to be issued and sold and may
purchase Shares of any Series from any such person or any such
organization subject only to the general limitations, restrictions or
other provisions applicable to the sale or purchase of Shares of such
Series generally.
     (B)  Without limiting the authority of the Trustees set forth in part
(A) of this Article FOURTH to establish and designate any further Series,
the Trustees hereby establish and designate eight Series of Shares:
"Oppenheimer Money Fund," "Oppenheimer Bond Fund," and "Oppenheimer Growth
Fund," established by the Declaration of Trust dated August 28, 1984;
"Oppenheimer High Income Fund" and "Oppenheimer Capital Appreciation
Fund," established by the First Restated Declaration of Trust dated March
11, 1986;  "Oppenheimer Multiple Strategies Fund," established by the
Third Restated Declaration of Trust dated October 21, 1986; "Oppenheimer
Global Securities Fund" established by the Fourth Restated Declaration of
Trust dated June 4, 1990; and "Oppenheimer Strategic Bond Fund"
established by this Fifth Restated Declaration of Trust dated February 25,
1993.  The Shares of Oppenheimer Money Market Fund, Oppenheimer Bond Fund,
Oppenheimer Growth Fund, Oppenheimer High Income Fund, Oppenheimer Capital
Appreciation Fund, Oppenheimer Multiple Strategies Fund, Oppenheimer
Global Securities Fund and Oppenheimer Strategic Bond Fund and any Shares
of any further Series that may from time to time be established and
designated by the Trustees shall (unless the Trustees otherwise determine
with respect to some further Series at the time of establishing and
designating the same) have the following relative rights and preferences:
       (i)      Assets Belonging to Series.  All consideration received by
the Trust for the issue or sale of Shares of a particular Series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series for
all purposes, subject only to the rights of creditors, and shall be so
recorded upon the books of account of the Trust.  Such consideration,
assets, income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of such proceeds,
in whatever form the same may be, together with any General Items
allocated to that Series as provided  in the following sentence, are
herein referred to as "assets belonging to" that Series.  In the event
that there are any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series (collectively "General Items"), the
Trustees shall allocate such General Items to and among any one or more
of the Series established and designated from time to time in such manner
and on such basis as they, in their sole discretion, deem fair and
equitable; and any General Items so allocated to a particular Series shall
belong to that Series.  Each such allocation by the Trustees shall be
conclusive and binding upon the shareholders of all Series for all
purposes.
       (ii)     Liabilities Belonging to Series.  The assets belonging to
each particular Series shall be charged with the liabilities of the Trust
in respect of that Series and all expenses, costs, charges and reserves
attributable to that Series, and any general liabilities, expenses, costs,
charges or reserves of the Trust which are not readily identifiable as
belonging to any particular Series shall be allocated and charged by the
Trustees to and among any one or more of the Series established and
designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable.  The
liabilities, expenses, costs, charges and reserves allocated and so
charged to a Series are herein referred to as "liabilities belonging to"
that Series.  Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the holders
of all Series for all purposes.
       (iii)    Dividends.  Dividends and distributions on Shares of a
particular Series may be paid to the holders of Shares of that Series,
with such frequency as the Trustees may determine, which may be daily or
otherwise pursuant to a standing resolution or resolutions adopted only
once or with such frequency as the Trustees may determine, from such of
the income, and capital gains accrued or realized, from the assets
belonging to that Series, as the Trustees may determine, after providing
for actual and accrued liabilities belonging to that Series.  All
dividends and distributions on Shares of a particular Series shall be
distributed pro rata to the holders of that Series in proportion to the
number of Shares of that Series held by such holders at the date and time
of record established for the payment of such dividends or distributions,
except that in connection with any dividend or distribution program or
procedure the Trustees may determine that no dividend or distribution
shall be payable on Shares as to which the Shareholder's purchase order
and/or payment have not been received by the time or times established by
the Trustees under such program or procedure.  Such dividends and
distributions may be made in cash or Shares or a combination thereof as
determined by the Trustees or pursuant to any program that the Trustees
may have in effect at the time for the election by each Shareholder of the
mode of the making of such dividend or distribution to that Shareholder. 
Any such dividend or distribution paid in Shares will be paid at the net
asset value thereof as determined in accordance with paragraph 13 of
Article SEVENTH.
       (iv)     Liquidation.  In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Series that has been
established and designated shall be entitled to receive, as a Series, when
and as declared by the Trustees, the excess of the assets belonging to
that Series over the liabilities belonging to that Series.  The assets so
distributable to the Shareholders of any particular Series shall be
distributed among such Shareholders in proportion to the number of Shares
of that Series held by them and recorded on the books of the Trust. 
       (v)      Transfer.  All Shares of each particular Series shall be
transferable, but transfers of Shares of a particular Series will be
recorded on the Share transfer records of the Trust applicable to that
Series only at such times as Shareholders shall have the right to require
the Trust to redeem Shares of that Series and at such other times as may
be permitted by the Trustees.
       (vi)     Equality.  All Shares of each particular Series shall
represent an equal proportionate interest in the assets belonging to that
Series (subject to the liabilities belonging to that Series), and each
Share of any particular Series shall be equal to each other Share of that
Series; but the provisions of this sentence shall not restrict any
distinctions permissible under subsection (iii) of part (B) of this
Article FOURTH that may exist with respect to dividends and distributions
on Shares of the same Series.  The Trustees may from time to time divide
or combine the Shares of any particular Series into a greater or lesser
number of Shares of that Series without thereby changing the proportionate
beneficial interest in the assets belonging to that Series or in any way
affecting the rights of Shares of any other Series.
       (vii)    Fractions.  Any fractional Share of any Series, if any such
fractional Share is outstanding, shall carry proportionately all the
rights and obligations of a whole Share of that Series, including with
respect to voting, receipt of dividends and distributions, redemption of
Shares, and liquidation of the Trust.
       (viii)   Conversion Rights.  Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to
provide that holders of Shares of any Series shall have the right to
exchange said Shares into Shares of one or more other Series of Shares in
accordance with such requirements and procedures as may be established by
the Trustees.
       (ix)     Ownership of Shares.  The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent for
the Trust, which books shall be maintained separately for the Shares of
each Series that has been established and designated.  No certification
certifying the ownership of Shares need be issued except as the Trustees
may otherwise determine from time to time.  The Trustees may make such
rules as they consider appropriate for the issuance of Share certificates,
the use of facsimile signatures, the transfer of Shares and similar
matters.  The record books of the Trust as kept by the Trust or any
transfer or similar agent, as the case may be, shall be conclusive as to
who are the Shareholders and as to the number of Shares of each Series
held from time to time by each such Shareholder.
       (x)      Investments in the Trust.  The Trustees may accept
investments in the Trust from such persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as
they from time to time authorize.  The Trustees may authorize any
distributor, principal underwriter, custodian, transfer agent or other
person to accept orders for the purchase of Shares that conform to such
authorized terms and to reject any purchase orders for Shares whether or
not conforming to such authorized terms.
     FIFTH:  The following provisions are hereby adopted with respect to
voting Shares of the Trust and certain other rights:
     1.    The Shareholders shall have the power to vote (i) for the
election of Trustees, when that issue is submitted to them, (ii) with
respect to the amendment of this Declaration of Trust, except when the
Trustees are granted authority to amend the Declaration of Trust without
shareholder approval, (iii) to the same extent as the shareholders of a
Massachusetts business corporation, as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a
class action on behalf of the Trust or the Shareholders, and (iv) with
respect to such additional matters relating to the Trust as may be
required by the 1940 Act or required by law, by this Declaration of Trust,
or the  By-Laws of the Trust or any registration statement of the Trust
with the Commission or any State, or as the Trustees may consider
desirable.
     2.    The Trust will not hold shareholder meetings of shareholders
unless required to do so by the 1940 Act, the provisions of this
Declaration of Trust or other applicable law, or unless such meeting is
expressly authorized by the Trustees.
     3.    At all meetings of Shareholders, each Shareholder shall be
entitled to one vote on each matter submitted to a vote of the
Shareholders of the affected Series (as defined in Rule 18f-2 or its
successor under the 1940 Act) for each Share standing in his name on the
books of the Trust on the date, fixed in accordance with the By-Laws, for
determination of Shareholders of the affected Series entitled to vote at
such meeting (except, if the Board so determines, for Shares redeemed
prior to the meeting), and each such Series shall vote as an individual
class ("Individual Class Voting"); provided, however, that as to any
matter with respect to which a vote of all Shareholders is required by the
1940 Act or other applicable law, such requirements as to a vote by all
Shareholders shall apply in lieu of Individual Class Voting as described
above.  Any fractional Share shall carry proportionately all the rights
of a whole Share, including the right to vote and the right to receive
dividends.  The presence of a quorum at any meeting of the Shareholders
shall be determined in the manner provided for in the By-Laws.  If at any
meeting of the Shareholders there shall be less than a quorum present, the
Shareholders present at such meeting may, without further notice, adjourn
the same from time to time until a quorum shall attend, but no business
shall be transacted at any such adjourned meeting except such as might
have been lawfully transacted had the meeting not been adjourned.
     4.    Each Shareholder, upon request to the Trust in proper form
determined by the Trust, shall be entitled to require the Trust to redeem
from the net assets of that Series all or part of the Shares of such
Series standing in the name of such Shareholder.  The method of computing
such net asset value, the time at which such net asset value shall be
computed and the time within which the Trust shall make payment therefor,
shall be determined as hereinafter provided in Article SEVENTH of this
Declaration of Trust.  Notwithstanding the foregoing, the Trustees, when
permitted or required to do so by the 1940 Act, may suspend the right of
the Shareholders to require the Trust to redeem Shares.
     5.    No Shareholder shall, as such holder, have any right to
purchase or subscribe for any security of the Trust which it may issue or
sell, other than such right, if any, as the Trustees, in their discretion,
may determine.
     6.    All persons who shall acquire Shares shall acquire the same
subject to the provisions of the Declaration of Trust.
     7.    Cumulative voting for the election of Trustees shall not be
allowed.
     SIXTH:  (A)  The persons who shall act as initial Trustees until the
first meeting or until their successors are duly chosen and qualify are
the initial trustees who executed the Declaration of Trust as of August
28, 1984.  However, the By-Laws of the Trust may fix the number of
Trustees at a number greater than that of the number of initial Trustees
and may authorize the Trustees to increase or decrease the number of
Trustees, to fill the vacancies on the Board which may occur for any
reason, including any vacancies created by any such increase in the number
of Trustees, to set and alter the terms of office of the Trustees and to
lengthen or lessen their own terms of office or make their terms of office
of indefinite duration, all subject to the 1940 Act.  Unless otherwise
provided by the By-Laws of the Trust, the Trustees need not be
Shareholders.
     (B)   A Trustee at any time may be removed either with or without
cause by resolution duly adopted by the affirmative vote of the holders
of two-thirds of the outstanding Shares, present in person or by proxy at
any meeting of Shareholders called for such purpose; such a meeting shall
be called by the Trustees when requested in writing to do so by the record
holders of not less than ten per cent of the outstanding Shares. A Trustee
may also be removed by the Board of Trustees as provided in the By-Laws
of the Trust. 
     (C)   The Trustees shall make available a list of names and addresses
of all Shareholders as recorded on the books of the Trust, upon receipt
of the request, in writing signed by not less than ten Shareholders who
have been such for at least six months holding in the aggregate shares of
the Trust valued at not less than $25,000 at current offering price (as
defined in the Trust's Prospectus and/or Statement of Additional
Information) or holding not less than 1% in amount of the entire amount
of Shares issued and outstanding; such request must state that such
Shareholders wish to communicate with other shareholders with a view to
obtaining signatures to a request for a meeting to take action pursuant
to part (B) of this Article SIXTH and be accompanied by a form of
communication to the Shareholders.  The Trustees may, in their discretion,
satisfy their obligation under this part (C) by either making available
the Shareholder list to such Shareholders at the principal offices of the
Trust, or at the offices of the Trust's transfer agent, during regular
business hours, or by mailing a copy of such communication and form of
request, at the expense of such requesting Shareholders, to all other
Shareholders and the Trustees may also take such action as may be
permitted under Section 16(c) of the 1940 Act. 
     (D)   The Trust may at any time or from time to time apply to the
Commission for one or more exemptions from all or part of said Section
16(c) and, if an exemptive order or orders are issued by the Commission,
such order or orders shall be deemed part of Section 16(c) for the
purposes of parts (B) and (C) of this Article SIXTH.
     SEVENTH:  The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Trust, the Trustees
and the Shareholders.
     1. As soon as any Trustee is duly elected by the Shareholders or the
Trustees and shall have accepted this Trust, the Trust estate shall vest
in the new Trustee or Trustees, together with the continuing Trustees,
without any further act or conveyance, and he shall be deemed a Trustee
hereunder.
     2. The death, declination, resignation, retirement, removal, or
incapacity of the Trustees, or any one of them shall not operate to annul
or terminate the Trust; in such event the Trust shall continue in full
force and effect pursuant to the terms of this Declaration of Trust.
     3. The assets of the Trust shall be held separate and apart from any
assets now or hereafter held in any capacity other than as Trustee
hereunder by the Trustees or any successor Trustees.  All of the assets
of the Trust shall at all times be considered as vested in the Trustees. 
No Shareholder shall have, as such holder of beneficial interest in the
Trust, any authority, power or right whatsoever to transact business for
or on behalf of the Trust, or on behalf of the Trustees, in connection
with the property or assets of the Trust, or in any part thereof, except
the rights to receive the income and distributable amounts arising
therefrom and of a particular Series as set forth herein.
     4. The Trustees in all instances shall act as principals, and are and
shall be free from the control of the Shareholders.  The Trustees shall
have full power and authority to do any and all acts and to make and
execute, and to authorize the officers of the Trust to make and execute,
any and all contracts and instruments that they may consider necessary or
appropriate in connection with the management of the Trust.  The Trustees
shall not in any way be bound or limited by present or future laws or
customs in regard to Trust investments, but shall have full authority and
power to make any and all investments which they, in their uncontrolled
discretion, shall deem proper to accomplish the purpose of this Trust.
Subject to any applicable limitation in this Declaration of Trust or by
the By-Laws of the Trust, the Trustees shall have power and authority:
        (a)     to adopt By-Laws not inconsistent with this Declaration of
Trust providing for the conduct of the business of the Trust and to amend
and repeal them to the extent that they do not reserve that right to the
Shareholders;
        (b)     to elect and remove such officers and appoint and terminate
such officers as they consider appropriate with or without cause, and
        (c)     to employ a bank or trust company as custodian or any
assets of the Trust subject to any conditions set forth in this
Declaration of Trust or in the By-Laws;
        (d)     to retain a transfer agent and shareholder servicing agent,
or both;
        (e)     to provide for the distribution of Shares either through
a principal underwriter or the Trust itself or both;
        (f)     to set record dates in the manner provided for in the By-
Laws;
        (g)  to delegate such authority as they consider desirable to any
officers of the Trust and to any agent, custodian or underwriter;
        (h)     to vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property held in
Trust hereunder; and to execute and deliver powers of attorney to such
person or persons as the Trustees shall deem proper, granting to such
person or persons such power and discretion with relation to securities
or property as the Trustees shall deem proper;
        (i)     to exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities held in trust
hereunder;
        (j)     to hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form, or
either in its own name or in the name of a custodian or a nominee or
nominees, subject in either case to proper safeguards according to the
usual practice of Massachusetts business trusts or investment companies;
        (k)     to consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern, any
security of which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or concern,
and to pay calls or subscriptions with respect to any security held in the
Trust;
        (l)     to compromise, arbitrate, or otherwise adjust claims in
favor of or against the Trust or any matter in controversy including, but
not limited to, claims for taxes;
        (m)     to make, in the manner provided in the By-Laws,
distributions of income and of capital gains to Shareholders;
        (n)     to borrow money to the extent and in the manner permitted
by the 1940 Act and the Trust's fundamental policy thereunder as to
borrowing;
        (o)     to enter into investment advisory or management contracts,
subject to the 1940 Act, with any one or more corporations, partnerships,
trusts, associations or other persons; if the other party or parties to
any such contract are authorized to enter into securities transactions on
behalf of the Trust, such transactions shall be deemed to have been
authorized by all of the Trustees;
        (p)     to change the name of the Trust or any of its Series,
without shareholder approval, as they consider appropriate; and
        (q)     to establish fees and/or compensation, for the Trustees and
for committees of the Board of Trustees, to be paid by the Trust or any
Series thereof in such manner and amount as the Trustees may determine.
     5. No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see to
the application of any payments made or property transferred to the
Trustees or  upon their order.
     6. (a)     The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever, and the liability of a Shareholder for the
acts, omissions to act or obligations of the Trust is hereby expressly
disclaimed, other than such as the Shareholder may at any time personally
agree to pay by way of subscription to any Shares or otherwise.  Every
note, bond, contract or other undertaking issued by or on behalf of the
Trust or the Trustees relating to the Trust shall include a notice and
provision limiting the obligation represented thereby to the Trust and its
assets (but the omission of such notice and provision shall not operate
to impose any liability or obligation on any Shareholder).
        (b)     Whenever this Declaration of Trust calls for or permits any
action to be taken by the Trustees hereunder, such action shall mean that
taken by the Board of Trustees by vote of the majority of a quorum of
Trustees as set forth from time to time in the By-Laws of the Trust or as
required by the 1940 Act.
        (c)     The Trustees shall possess and exercise any and all such
additional powers as are reasonably implied from the powers herein
contained such as may be necessary or convenient in the conduct of any
business or enterprise of the Trust, to do and perform anything necessary,
suitable, or proper for the accomplishment of any of the purposes, or the
attainment of any one or more of the objects, herein enumerated, or which
shall at any time appear conducive to or expedient for the protection or
benefit of the Trust, and to do and perform all other acts and things
necessary or incidental to the purposes herein before set forth, or that
may be deemed necessary by the Trustees.
        (d)     The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act,  to determine conclusively whether any
moneys, securities, or other properties of the Trust are, for the purposes
of this Trust, to be considered as capital or income and in what manner
any expenses or disbursements are to be borne as between capital and
income whether or not in the absence of this provision such moneys,
securities, or other properties would be regarded as capital or income and
whether or not in the absence of this provision such expenses or
disbursements would ordinarily be charged to capital or to income.
     7. The By-Laws of the Trust may divide the Trustees into classes and
prescribe the tenure of office of the several classes, but no class shall
be elected for a period shorter than that from the time of the election
following the division into classes until the next meeting at which
Trustees are elected and thereafter for a period shorter than the interval
between meetings or for a period longer than five years, and the term of
office of at least one class shall expire each year.
     8. The Shareholders shall have the right to inspect the records,
documents, accounts and books of the Trust, subject to reasonable
regulations of the Trustees, not contrary to Massachusetts law, as to
whether and to what extent, and at what times and places, and under what
conditions and regulations, such right shall be exercised.
     9. Any officer elected or appointed by the Trustees, by the
Shareholders or otherwise, may be removed at any time, with or without
cause, in such lawful manner as may be provided in the By-Laws of the
Trust.
     10.   If the By-Laws so provide, the Trustees, and any committee
thereof shall have power to hold their meetings, to have an office or
offices and, subject to the provisions of the laws of Massachusetts, to
keep the books of the Trust outside of said Commonwealth at such places
as may from time to time be designated by them, and to take action without
a meeting by unanimous written consent or by telephone or similar method
of communication.
     11.   Securities held by the Trust shall be voted in person or by
proxy by the President or a Vice-President, or such officer or officers
of the Trust as the Trustees shall designate for the purpose, or by a
proxy or proxies thereunto duly authorized by the Trustees, except as
otherwise ordered by vote of the holders of a majority of the Shares
outstanding and entitled to vote in respect thereto.
     12.   (a)  Subject to the provisions of the 1940 Act, any Trustee,
officer or employee, individually, or any partnership of which any
Trustee, officer or employee may be a member, or any corporation or
association of which any Trustee, officer or employee may be an officer,
director, trustee, employee or stockholder, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or transaction of the
Trust, and in the absence of fraud no contract or other transaction shall
be hereby affected or invalidated; provided that when a Trustee, or a
partnership, corporation or association of which a Trustee is a member,
officer, director, trustee, employee or stockholder is so interested, such
fact shall be disclosed or shall have been known to the Trustees,
including those Trustees who are neither "interested" nor "affiliated"
persons as those terms are defined in the 1940 Act, or a majority thereof;
and any Trustee who is so interested, or who is also a director, officer,
trustee, employee or stockholder of such other corporation or a member of
such partnership which is so interested, may be counted in determining the
existence of a quorum at any meeting of the Trustees which shall authorize
any such contract or transaction, and may vote thereat to authorize any
such contract or transaction, with like force and effect as if he were not
such director, officer, trustee, employee or stockholder of such other
trust or corporation or association or a member of a partnership so
interested.
        (b)     Specifically, but without limitation of the foregoing, the
Trust may enter into a management or investment advisory contract or
underwriting contract and other contracts with, and may otherwise do
business with any manager or investment adviser for the Trust and/or
principal underwriter of the Shares of the Trust or any subsidiary or
affiliate of any such manager or investment adviser and/or principal
underwriter and may permit any such firm or corporation to enter into any
contracts or other arrangements with any other firm or corporation
relating to the Trust notwithstanding that the Trustee of the Trust may
be composed in part of partners, directors, officers or employees of any
such firm or corporation, and officers of the Trust may have been or may
be or become partners, directors, officers or employees of any such firm
or corporation, and in the absence of fraud the Trust and any such firm
or corporation may deal freely with each other, and no such contract or
transaction between the Trust and any such firm or corporation shall be
invalidated or in any way affected thereby, nor shall any Trustee or
officer of the Trust be liable to the Trust or to any Shareholder or
creditor thereof or to any other person for any loss incurred by it or him
solely because of the existence of any such contract or transaction;
provided that nothing herein shall protect any director or officer of the
Trust against any liability to the trust or to its security holders to
which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office.
        (c)  (1)     As used in this paragraph the following terms shall
have the meanings set forth below:
             (i)     the term "indemnitee" shall mean any present or former
Trustee, officer or employee of the Trust, any present or former Trustee,
or officer  of another trust or corporation whose securities are or were
owned by the Trust or of which the Trust is or was a creditor and who
served or serves in such capacity at the request of the Trust, any present
or former investment advisor or principal underwriter of the Trust and the
heirs, executors, administrators, successors and assigns of any of the
foregoing; however, whenever conduct by an indemnitee is referred to, the
conduct shall be that of the original indemnitee rather than that of the
heir, executor, administrator, successor or assignee;
             (ii)    the term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which an indemnitee
is or was a party or is threatened to be made a party by reason of the
fact or facts under which he or it is an indemnitee as defined above;
             (iii)   the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office in question;
             (iv)    the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by an indemnitee in connection
with a covered proceeding; and
             (v)     the term "adjudication of liability" shall mean, as
to any covered proceeding and as to any indemnitee, an adverse
determination as to the indemnitee whether by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent.
        (d)  The Trust shall not indemnify any indemnitee for any covered
expenses in any covered proceeding if there has been an adjudication of
liability against such indemnitee expressly based on a finding of
disabling conduct.
        (e)  Except as set forth in paragraph (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered proceeding,
whether or not there is an adjudication of liability as to such
indemnitee, if a determination has been made that the indemnitee was not
liable by reason of disabling conduct by (i) a final decision on the
merits of the court or other body before which the covered proceeding was
brought; or (ii) in the absence of such decision, a reasonable
determination, based on a review of the facts, by either (a) the vote of
a majority of a quorum of Trustees who are neither "interested persons",
as defined in the 1940 Act nor parties to the covered proceedings, or (b)
an independent legal counsel in a written opinion; provided that such
Trustees or counsel, in reaching such determination, may but need not
presume the absence of disabling conduct on the part of the indemnitee by
reason of the manner in which the covered proceeding was terminated.
        (f)  Covered expenses incurred by an indemnitee in connection with
a covered proceeding shall be advanced by the Trust to an indemnitee prior
to the final disposition of a covered proceeding upon the request of the
indemnitee for such advance and the undertaking by or on behalf of the
indemnitee to repay the advance unless it is ultimately determined that
the indemnitee is entitled to indemnification thereunder, but only if one
or more of the following is the case: (i) the indemnitee shall provide a
security for such undertaking; (ii) the Trust shall be insured against
losses arising out of any lawful advances; or (iii) there shall have been
a determination, based on a review of the readily available facts (as
opposed to a full trial-type inquiry) that there is a reason to believe
that the indemnitee ultimately will be found entitled to indemnification,
by either independent legal counsel in a written opinion or by the vote
of a majority of a quorum of trustees who are neither "interested persons"
as defined in the 1940 Act nor parties to the covered proceeding.
        (g)  Nothing herein shall be deemed to affect the right of the
Trust and/or any indemnitee to acquire and pay for any insurance covering
any or all indemnitees to the extent permitted by the 1940 Act or to
affect any other indemnification rights to which any indemnitee may be
entitled to the extent permitted by the 1940 Act.
     13.   For purposes of the computation of net asset value, as in this
Declaration of Trust referred to, the following rules shall apply:
        (a)  The net asset value per Share of any Series, as of the time
of valuation on any day, shall be the quotient obtained by dividing the
value, as at such time, of the net assets of that Series (i.e., the value
of the assets of that Series less its liabilities exclusive of its
surplus) by the total number of Shares of that Series outstanding at such
time.  The assets and liabilities of any Series shall be determined in
accordance with generally accepted accounting principles; provided,
however, that in determining the liabilities of any Series there shall be
included such reserves as may be authorized or approved by the Trustees,
and provided further that in connection with the accrual of any fee or
refund payable to or by an investment adviser of the Trust for such
Series, the amount of which accrual is not definitely determinable as of
any time at which the net asset value of each Share of that Series is
being determined due to the contingent nature of such fee or refund, the
Trustees are authorized to establish from time to time formulae for such
accrual, on the basis of the contingencies in question to the date of such
determination, or on such other basis as the Trustees may establish.
           (1)   Shares of a Series to be issued shall be deemed to be
outstanding as of the time of the determination of the net asset value per
Share applicable to such issuance and the net price thereof shall be
deemed to be an asset of that Series;
           (2)   Shares of a Series to be redeemed by the Trust shall be
deemed to be outstanding until the time of the determination of the net
asset value applicable to such redemption and thereupon and until paid the
redemption price thereof shall be deemed to be a liability of that Series;
and
           (3)   Shares of a Series voluntarily purchased or contracted to
be purchased by the Trust pursuant to the provisions of paragraph 4 of
Article FIFTH shall be deemed to be outstanding until whichever is the
later of (i) the time of the making of such purchase or contract of
purchase, and (ii) the time of which the purchase price is determined, and
thereupon and until paid, the purchase price thereof shall be deemed to
be a liability of that Series.
        (b)  The Trustees are empowered, in their absolute discretion, to
establish bases or times, or both, for determining the net asset value per
Share of any Series in accordance with the 1940 Act and to authorize the
voluntary purchase by any Series, either directly or through an agent, of
Shares of any Series upon such terms and conditions and for such
consideration as the Trustees shall deem advisable in accordance with the
1940 Act.
     14.   Payment of the net asset value per Share of any Series properly
surrendered to it for redemption shall be made by the Trust within seven
days after tender of such shares to the Trust for such purpose plus any
period of time during which the right of the holders of the shares of that
Series to require the Trust to redeem such shares has been suspended, or
as specified in any applicable law or regulation.  Any such payment may
be made in portfolio securities of that Series and/or in cash, as the
Trustees shall deem advisable, and no Shareholder shall have a right,
other than as determined by the Trustees, to have his Shares redeemed in
kind.
     15.   The Trust shall have the right, at any time and without prior
notice to the Shareholder, to redeem Shares of the Series held by such
Shareholder held in any account registered in the name of such Shareholder
for its current net asset value, if and to the extent that such redemption
is necessary to reimburse either that Series of the Trust or the
distributor (i.e., principal underwriter) of the Shares for any loss
either has sustained by reason of the failure of such Shareholder to make
timely and good payment for Shares purchased or subscribed for by such
Shareholder, regardless of whether such Shareholder was a Shareholder at
the time of such purchase or subscription; subject to and upon such terms
and conditions as the Trustees may from time to time prescribe.
     EIGHTH:  The name "Oppenheimer" included in the name of the Trust and
of any Series shall be used pursuant to a royalty-free, non-exclusive
license from Oppenheimer Management Corporation, incidental to and as part
of an advisory, management or supervisory contract which may be entered
into by the Trust with Oppenheimer Management Corporation.  The license
may be terminated by Oppenheimer Management Corporation upon termination
of such advisory management or supervisory contract or without cause upon
60 days' notice, in which case neither the Trust nor any Series shall have
any further right to use the name "Oppenheimer" in its name or otherwise
and the Trust, the Shareholders and its officers and Trustees shall
promptly take whatever action may be necessary to change its name
accordingly. 
     NINTH:
     1. In case any Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his being or having been a
Shareholder and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general successor)
shall be entitled out of the Trust estate to be held harmless from and
indemnified against all loss and expense arising from such liability.  The
Trust shall, upon request by the Shareholder, assume the defense of any
such claim made against any Shareholder for any act or obligation of the
Trust and satisfy any judgment thereon.
     2. It is hereby expressly declared that a trust and not a partnership
is created hereby.  No individual Trustee hereunder shall have any power
to bind the Trust, the Trust's officers or any Shareholder.  All persons
extending credit to, doing business with, contracting with or having or
asserting any claim against the Trust or the Trustees shall look only to
the assets of the Trust for payment under such credit, transaction,
contract or claim; and neither the Shareholders nor the Trustees, nor any
of their agents, whether past, present or future, shall be personally
liable therefor; notice of such disclaimer shall be given in each
agreement, obligation or instrument entered into or executed by the Trust
or the Trustees.  Nothing in this Declaration of Trust shall protect a
Trustee against any liability to which such Trustee would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of
Trustee hereunder.
     3. The exercise by the Trustees of their powers and discretion
hereunder in good faith and with reasonable care under the circumstances
then prevailing, shall be binding upon everyone interested.  Subject to
the provisions of paragraph 2 of this Article NINTH, the Trustees shall
not be liable for errors of judgment or mistakes of fact or law.  The
Trustees may take advice of counsel or other experts with respect to the
meaning and operations of this Declaration of Trust, applicable laws,
contracts, obligations, transactions, or any business or dealings the
Trust may enter into, and subject to the provisions of paragraph 2 of this
Article NINTH, shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice.  The
Trustees shall not be required to give any bond as such, nor any surety
if a bond is required.
     4. This Trust shall continue without limitation of time but subject
to the provisions of sub-sections (a), (b), (c) and (d) of this paragraph
4.
        (a)  The Trustees, with the favorable vote of the holders of a
majority of the outstanding voting securities, as defined in the 1940 Act,
of any one or more Series entitled to vote, may sell and convey the assets
of that Series (which sale may be subject to the retention of assets for
the payment of liabilities and expenses) to another issuer for a
consideration which may be or include securities of such issuer.  Upon
making provision for the payment of liabilities, by assumption by such
issuer or otherwise, the Trustees shall distribute the remaining proceeds
ratably among the holders of the outstanding Shares of the Series the
assets of which have been so transferred.
        (b)  The Trustees, with the favorable vote of the  holders of a
majority of the outstanding voting securities, as defined in the 1940 Act,
of any one or more Series entitled to vote, may at any time sell and
convert into money all the assets of that Series.  Upon making provisions
for the payment of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of that Series, the Trustees shall
distribute the remaining assets of that Series ratably among the holders
of the outstanding Shares of that Series.
        (c)  The Trustees, with the favorable vote of the holders of a
majority of the outstanding voting securities, as defined in the 1940 Act,
of any one or more Series entitled to vote, may at any time otherwise
alter, transfer or convert the assets of such Series.
        (d)  Upon completion of the distribution of the remaining proceeds
or the remaining assets as provided in sub-sections (a), (b), and (c),
whenever applicable, the Series the assets of which have been so
transferred shall terminate, and if all the assets of the Trust have been
so transferred, the Trust shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties hereunder and the
right, title and interest of all parties shall be cancelled and
discharged.
     5. The original or a copy of this instrument and of each declaration
of trust supplemental hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder.  A copy of this instrument
and of each supplemental or restated declaration of trust shall be filed
with the Massachusetts Secretary of State, as well as any other
governmental office where such filing may from time to time be required. 
Anyone dealing with the Trust may rely on a certificate by an officer of
the Trust as to whether or not any such supplemental or restated
declarations of trust have been made and as to any matters in connection
with the Trust hereunder, and, with the same effect as if it were the
original, may rely on a copy certified by an officer of the Trust to be
a copy of this instrument or of any such restated or supplemental
declaration of trust.  In this instrument or in any such supplemental or
restated declaration of trust, references to this instrument, and all
expressions like "herein", "hereof" and "hereunder" shall be deemed to
refer to this instrument as amended or affected by any such restated or
supplemental declaration of trust.  This instrument may be executed in any
number of counterparts, each of which shall be deemed as original. 
     6. The Trust set forth in this instrument is created under and is to
be governed by and construed and administered according to the laws of the
Commonwealth of Massachusetts.  The Trust shall be of the type commonly
called a Massachusetts business trust, and without limiting the provisions
hereof, the Trust may exercise all powers which are ordinarily exercised
by such a trust.
     7. The Board of Trustees is empowered to cause the redemption of the
Shares held in any account if the aggregate net asset value of such Shares
(taken at cost or value, as determined by the Board) has been reduced to
$200 or less upon such notice to the shareholder in question, with such
permission to increase the investment in question and upon such other
terms and conditions as may be fixed by the Board of Trustees in
accordance with the 1940 Act.
     8. In the event that any person advances the organizational expenses
of the Trust, such advances shall become an obligation of the Trust
subject to such terms and conditions as may be fixed by, and on a date
fixed by, or determined with criteria fixed by the Board of Trustees, to
be amortized over a period or periods to be fixed by the Board.
     9. Whenever any action is taken under this Declaration of Trust under
any authorization to take action which is permitted by the 1940 Act or
other applicable law, such action shall be deemed to have been properly
taken if such action is in accordance with the construction of the 1940
Act then in effect as expressed in "no action" letters of the staff of the
Commission or any release, rule, regulation or order under the 1940 Act
or any decision of a court of competent jurisdiction, notwithstanding that
any of the foregoing shall later be found to be invalid or otherwise
reversed or modified by any of the foregoing.
     10.   Any action which may be taken by the Board of Trustees under
this Declaration of Trust or its By-Laws may be taken by the description
thereof in the then effective prospectus or statement of additional
information relating to the Shares under the Securities Act of 1933 or in
any proxy statement of the Trust rather than by formal resolution of the
Board.
     11.   Whenever under this Declaration of Trust, the Board of Trustees
is permitted or required to place a value on assets of the Trust, such
action may be delegated by the Board, and/or determined in accordance with
a formula determined by the Board, to the extent permitted by the 1940
Act.
     12.   If authorized by vote of the Trustees and the favorable vote of
the holders of a majority of the outstanding voting securities, as defined
in the 1940 Act, entitled to vote, or by any larger vote which may be
required by  applicable law in any particular case, the Trustees shall
amend or otherwise supplement this instrument, by making a Restated
Declaration of Trust or a  Declaration of Trust supplemental hereto, which
thereafter shall form a part hereof; any such Supplemental or Restated
Declaration of Trust may be executed by and on behalf of the Trust and the
Trustees by an officer or officers of the Trust.

ORGZN/600#2

EX-3

                    OPPENHEIMER VARIABLE ACCOUNT FUNDS

BY-LAWS
(as amended through June 26, 1990)

ARTICLE I

SHAREHOLDERS

     Section 1.  Place of Meeting.  All meetings of the Shareholders
(which terms as used herein shall, together with all other terms defined
in the Declaration of Trust, have the same meaning as in the Declaration
of Trust) shall be held at the principal office of the Trust or at such
other place as may from time to time be designated by the Board of
Trustees and stated in the notice of meting.

     Section 2.  Shareholder Meetings.  Meetings of the Shareholders for
any purpose or purposes may be called by the Chairman of the Board of
Trustees, if any, or by the President or by the Board of Trustees and
shall be called by the Secretary upon receipt of the request in writing
signed by Shareholders holding not less than one third in amount of the
entire number of Shares issued and outstanding and entitled to vote
thereat.  Such request shall state the purpose or purposes of the proposed
meeting.  In addition, meetings of the Shareholders shall be called by the
Board of Trustees upon receipt of the request in writing signed by
Shareholders that have, for at least six months prior to making such
requests, held not less than ten percent in amount of the entire number
of Shares issued and outstanding and entitled to vote thereat, stating
that the purpose of the proposed meeting is the removal of a Trustee.

     Section 3.  Notice of Meetings of Stockholders.  Not less than ten
days' and not more than 120 days' written or printed notice of every
meeting of Shareholders, stating the time and place thereof (and the
general nature of the business proposed to be transacted at any special
or extraordinary meeting), shall be given to each Shareholder entitled to
vote thereat by leaving the same with him or at his residence or usual
place of business or by mailing it, postage prepaid and addressed to him
at his address as it appears upon the books of the Trust.

     No notice of the time, place or purpose of any meeting of
Shareholders need by given to any Shareholder who attends in person or by
proxy or to any Shareholder who, in writing executed and filed with the
records of the meeting, either before or after the holding thereof, waives
such notice.

     Section 4.  Record Dates.  The Board of Trustees may fix, in advance,
a date, not exceeding 120 days and not less than ten days preceding the
date of any meeting of Shareholders, and not exceeding 120 days preceding
any dividend payment date or any date and entitled to receive such
dividends or rights for the allotment of rights, as a record date for the
determination of the Shareholders entitled to receive such dividend or
rights, as the case may be; and only Shareholders of record on such date
and entitled to receive such dividends or rights shall be entitled to
notice of and to vote at such meeting or to receive such dividends or
rights, as the case may be.

     Section 5.  Access to Shareholder List.  The Board of Trustees shall
make available a list of the names and addresses of all shareholders as
recorded on the books of the Trust, upon receipt of the request in writing
signed by not less than ten Shareholders holding Shares of the Trust
valued at $25,000 or more at current offering price (as defined in the
Trust's Prospectus), or holding not less than one percent in amount of the
entire number of shares of the Trust issued and outstanding; such request
must state that such Shareholders wish to communicate with other
Shareholders with a view to obtaining signatures to a request for a
meeting pursuant to Section 2 of Article II of these By-Laws and
accompanied by a form of communication to the Shareholders.  The Board of
Trustees may, in its discretion, satisfy its obligation under this Section
5 by either making available the Shareholder List to such Shareholders at
the principal offices of the Trust, or at the offices of the Trust's
transfer agents, during regular business hours, or by mailing a copy of
such Shareholders' proposed communication and form of  request, at their
expense, to all other Shareholders.

     Section 6.  Quorum, Adjournment of Meetings.  The presence in person
or by proxy of the holders of record of more than 50% of the Shares of the
stock of the Trust issued and outstanding and entitled to vote thereat,
shall constitute a quorum at all meetings of the Shareholders.  If at any
meeting of the Shareholders there shall be less than a quorum present, the
Shareholders present at such meeting may, without further notice, adjourn
the same from time to time until a quorum shall attend, but no business
shall be transacted at any such adjourned meeting except such as might
have been lawfully transacted had the meeting not been adjourned.

     Section 7.  Voting and Inspectors.  At all meetings of Shareholders,
every Shareholder of record entitled to vote thereat shall be entitled to
vote at such meeting either in person or by proxy appointed by instrument
in writing subscribed by such Shareholder or his duly authorized attorney-
in-fact.

     All elections of Trustees shall be had by a plurality of the votes
cast and all questions shall be decided by a majority of the votes cast,
in each case at a duly constituted meeting, except as otherwise provided
in the Declaration of Trust or in these By-Laws or by specific statutory
provision superseding the restrictions and limitations contained in the
Declaration of Trust or in these By-Laws.

     At any election of Trustees, the Board of Trustees prior thereto may,
or, if they have not so acted, the Chairman of the meeting may, and upon
the request of the holders of ten per cent (10%) of the Shares entitled
to vote at such election shall, appoint two inspectors of election who
shall first subscribe an oath or affirmation to execute faithfully the
duties of inspectors at such election with strick impartiality and
according to the best of their ability, and shall after the election make
a certificate of the result of the vote taken.  No candidate for the
office of Truste shall be appointed such Inspector.

     The Chairman of the meeting may cause a vote by ballot to be taken
upon any election of matter, and such vote shall be taken upon the request
of the holders of ten per cent (10%) of the Shares entitled to vote on
such election or matter.

     Section 8.  Conduct of Shareholders' Meetings.  The meetings of the
Shareholders shall be presided over by the Chairman of the Board of
Trustees, if any, or if he shall not be present, by the President, or if
he shall not be present, by a Vice-President, or if neither the Chairman
of the Board of Trustees, the President nor any Vice-President is present,
by a chairman to be elected at the meeting.  The Secretary of the Trust,
if present, shall act as Secretary of such meetings, or if he is not
present, an Assistant Secretary shall so act, if neither the Secretary nor
an Assistant Secretary is present, than the meeting meeting shall elect
is secretary.

     Section 9.  Concerning Validity of Proxies, Ballots, Etc.  At every
meeting of the Shareholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the secretary
of the meeting, who shall decide all questions touching the qualification
of voters, the validity of the proxies, and the acceptance or rejection
of votes, unless inspectors of election shall have been appointed as
provided in Section 7, in which event such inspectors of election shall
decide all such questions.

ARTICLE II

          
          BOARD OF TRUSTEES

     Section 1.  Number and Tenure of Office.  The business and property
of the Trust shall be conducted and managed by a Board of Trustees
consisting of the number of initial Trustees, which number may be
increased or decreased as provided in Section 2 of this Article.  Each
Trustee shall, except as otherwise provided herein, hold office until the
annual meeting of Shareholders of the Trust next succeeding his election
or until his successor is duly elected and qualifies.  Trustees need not
be Shareholders.

     Section 2.  Increase of Decrease in Number of Trustees; Removal.  The
Board of Trustees, by the vote of a majority of the entire Board, may
increase the number of Trustees to a number not exceeding fifteen, and may
elect Trustees to fill the vacancies created by any such increase in the
number of Trustees until the next annual meeting or until their successors
are duly elected and qualify; the Board of Trustees, by the vote of a
majority of the entire Board, may likewise decrease the number of Trustees
to a number not less than three but the tenure of office of any Trustee
shall not be affected by any such decrease.  Vacancies occurring other
than by reason of any such increase shall be filled as provided for a
Massachusetts business corporation.  In the event that after the proxy
material has been printed for a meeting of Shareholders at which Trustees
are to be elected and any one or more nominees named in such proxy
material dies or become incapacitated, the authorized number of Trustees
shall be automatically reduced by the number of such nominees, unless the
Board of Trustees prior to the meeting shall otherwise determine.  A
Trustee at any time may be removed either with or without cause by
resolution duly adopted by the affirmative votes of the holders of the
majority of the Shares of the Trust, present in person or by proxy at any
meeting of Shareholders at which such vote may be taken, provided that a
quorum is present.  Any Trustee at any time may be removed for cause by
resolution duly adopted at any meeting of the Board of Trustees provided
that notice thereof is contained in the notice of such meeting and that
such resolution is adopted by the vote of at least two thirds of the
Trustees whose  removal is not proposed.  As used herein, "for cause"
shall mean any cause which under Massachusetts law would permit the
removal of a Trustee of a business trust.

     Section 3.  Place of Meeting.  The Trustees may hold their meetings,
have one or more offices, and keep the books of the Trust outside
Massachusetts, at any office or offices of the Trust or at any other place
as they may from time to time by resolution determine, or, in the case of
meetings, as they may from time to time by resolution determine or as
shall be specified or fixed in the respective notices or waivers of notice
thereof.

     Section 4.  Regular Meetings.  Regular meetings of the Board of
Trustees shall be held at such time and on such notice, if any, as the
Trustees may from time to time determine.  The annual meeting of the Board
of Trustees shall be held as soon as practicable after the annual meeting
of the Shareholders for the election of Trustees.

     Section 5.  Special Meetings.  Special meetings of the Board of
Trustees may be held from time to time upon call of the Chairman of the
Board of Trustees, if any, the President or two or more of the Trustees,
by oral telegraphic or written notice duly served on or sent or mailed to
each Trustee not less than one day before such meeting. No notice need be
given to any Trustee who attends in person or to any Trustee who in
writing executed and filed with the records of the meeting either before
or after the holding thereof, waives such notice.  Such notice or waiver
of notice need not state the purpose or purposes of such meeting.

     Section 6.  Quorum.  One-third of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a
quorum shall in no case be less than two Trustees.  If at any of the Board
there shall be less than a quorum present (in person or by open telephone
line, to the extent permitted by the Investment Company Act of 1940 (the
"1940 Act")), a majority of those present may adjourn the meeting from
time to time until a quorum shall have been obtained.  The act of the
majority of the Trustees present at any meeting at which there is a quorum
shall be the act of the Board, except as may be otherwise specifically
provided by statute, by the Declaration of Trust or by these By-Laws.

     Section 7.  Executive Committee.  The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from the
Trustees an Executive Committee to consist of such number of Trustees as
the Board may from time to time determine. The Board of Trustees by such
affirmative vote shall have power at any time to change the members of
such Committee and may fill vacancies in the Committee by election from
the Trustees.  When the Board of Trustees is not in session, the Executive
Committee shall have and may exercise any or all of the powers of the
Board of Trustees in the management of the business and affairs of the
Trust (including the power to authorize the seal of the Trust to be
affixed to all papers which may require it) except as provided by law and
except the power to increase or decrease the size of, or fill vacancies
on the Board.  The Executive Committee may fix its own rules of procedure,
and may meet, when and as provided by such rules or by resolution of the
Board of Trustees, but in every case the presence of a majority shall be
necessary to constitute a quorum.  In the absence of any  member of the
Executive Committee the members thereof present at any meeting, whether
or not they constitute a quorum, may appoint a member of the Board of
Trustees to act in the place of such absent member.

     Section 8.  Other Committees.  The Board of Trustees, by the
affirmative vote of a majority of the entire Board, may appoint other
committees which shall in each case consist of such number of members (not
less than two) and shall have and may exercise such powers as the Board
may determine in the resolution appointing them.  A majority of all
members of any such committee may determine its action, and fix the time
and place of its meetings, unless the Board of Trustees shall otherwise
provide.  The Board of Trustees shall have power at any time to change the
members and powers of any such committee, to fill vacancies, and to
discharge any such committee.

     Section 9.  Informal Action by and Telephone Meetings of Trustees and
Committees.  Any action required or permitted to be taken at any meeting
of the Board of Trustees or any committee thereof may be taken without a
meeting, if a written consent to such action is signed by all members of
the Board, or of such committee, as the case may be.  Trustees or members
of a committee of the Board of Trustees may participate in a meeting by
means of a conference telephone or similar communications equipment; such
participation shall, except as otherwise required by the 1940 Act, have
the same effect as presence in person.

     Section 10.  Compensation of Trustees.  Trustees shall be entitled
to receive such compensation from the Trust for their services as may from
time to time be voted by the Board of Trustees.

     Section 11.  Dividends.  Dividends or distributions payable on the
Shares of any Series may, but need not be, declared by specific resolution
of the Board as to each dividend or distribution; in lieu of such specific
resolutions, the Board may, by general resolution, determine the method
of computation thereof, the method of determining the Shareholders of the
Series to which they are payable and the methods of determining whether
and to which Shareholders they are to be paid in cash or in additional
Shares.

     Section 12.  Indemnification.  The Declaration of Trust shall not be
deemed to affect any other indemnification rights to which an indemnitee
may be entitled to the extent permitted by applicable law.  Such rights
to indemnification shall not be deemed exclusive of any other rights to
which such indemnitee may be entitled under any statue, By-Law, contract
or otherwise.

ARTICLE III

OFFICERS

     Section 1.  Executive Officers.  The executive officers of the Fund
shall include a Chairman of the Board of Trustees, a President, one or
more Vice-Presidents (the number thereof to be determined by the Board of
Trustees), a Secretary and a Treasurer.  The Chairman of the Board and the
President shall be selected from among the Trustees.  The Board of
Trustees may also in its discretion appoint Assistant Secretaries,
Assistant Treasurers, and other officers, agents and employees, who shall
have authority and perform  such duties as the Board or the Executive
Committee may determine.  The Board of Trustees may fill any vacancy which
may occur in any office.  Any two offices, except those of Chairman of the
Board and Secretary and President and Secretary, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity, if such instrument is required by law or these
By-Laws to be executed, acknowledged or verified by two or more officers.

     Section 2.  Term of Office.  The term of office of all officers shall
be until their respective successors are chosen and qualify; however, any
officer may be removed from office at any time with or without cause by
the vote of a majority of the entire Board of Trustees.

     Section 3.  Powers and Duties.  The officers of the Fund shall have
such powers and duties as generally pertain to their respective offices,
as well as such powers and duties as may from time to time be conferred
by the Board of Trustees or the Executive Committee.  Unless otherwise
ordered by the Board of Trustees, the Chairman of the Board shall be the
Chief Executive Officer. 

ARTICLE IV

          
          SHARES

     Section 1.  Certificates of Shares.  Each Shareholder of any Series
of the Trust may be issued a certificate or certificates for his Shares
of that Series, in such form as the Board of Trustees may from time to
time prescribe, but only if and to the extent and on the conditions
described by the Board.

     Section 2.  Transfer of Shares.  Shares of any Series shall be
transferable on the books of the Trust by the holder thereof in person or
by his duly authorized attorney or legal representative, upon surrender
and cancellation of certificates, if any, for the same number of Shares
of that Series, duly endorsed or accompanied by proper instruments of
assignment and transfer, with such proof of the authenticity of the
signature as the Trust or its agent may reasonably require; in the case
of shares not represented by certificates, the same or similar
requirements may be imposed by the Board of Trustees.

     Section 3.  Share Ledgers.  The share ledgers of the Trust,
containing the name and address of the Shareholders of each Series and the
number of shares of that Series, held by them respectively, shall be kept
at the principal offices of the Trust or, if the Trust employs a transfer
agent, at the offices of the transfer agent of the Trust.

     Section 4.  Lost, Stolen or Destroyed Certificates.  The Board of
Trustees may determine the conditions upon which a new certificate may be
issued in place of a certificate which is alleged to have been lost,
stolen or destroyed; and may, in their discretion, require the owner of
such certificate or his legal representative to give bond, with sufficient
surety to the Trust and the transfer agent, if any, to indemnify it and
such transfer agent against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of the one so lost,
stolen or destroyed.

ARTICLE V

SEAL

     The Board of Trustees shall provide a suitable seal of the Trust, in
such form and bearing such inscriptions as it may determine.

          
          ARTICLE VI

          
          FISCAL YEAR

     The fiscal year of the Trust shall be fixed by the Board of Trustees.

          
          ARTICLE VII

          
          AMENDMENT OF BY-LAWS

     The By-Laws of the Trust may be altered, amended, added to or
repealed by the Shareholders or by majority vote of the entire Board of
Trustees, but any such alteration, amendment, addition or repeal of the
By-Laws by action of the Board of Trustees may be altered or repealed by
the Shareholders.









ORGZN/600

EX-10

                       INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of September, 1994, by and between OPPENHEIMER
VARIABLE ACCOUNT FUNDS (hereinafter referred to as the "Trust"), and
OPPENHEIMER MANAGEMENT CORPORATION (hereinafter referred to as "OMC").

WHEREAS, the Trust is an open-end, diversified series management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is a registered investment
adviser; and

WHEREAS, OPPENHEIMER MONEY FUND (the "Fund") is a series of the Trust
having a separate portfolio, investment policies and investment
restrictions; and

WHEREAS, the Trustees of the Trust and the shareholders of the Fund have
approved this investment advisory agreement to replace the agreement by
and between the Trust and OMC for the Fund dated October 22, 1990 (the
"Prior Agreement").

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:

1.   General Provision.

     a.   The Trust hereby employs OMC and OMC hereby undertakes to act
as the investment adviser of the Fund and to perform for the Fund such
other duties and functions as are hereinafter set forth.  OMC shall, in
all matters, give to the Fund and the Trust's Board of Trustees the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to: (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or Federal law; (iii) the provisions of the Declaration of Trust
and By-Laws of the Trust as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Trust; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such
policies may, from time to time, be amended by the Fund's shareholders;
and (vi) the Prospectus and Statement of Additional Information of the
Trust in effect from time to time.  The appropriate officers and employees
of OMC shall be available upon reasonable notice for consultation with any
of the trustees and officers of the Trust with respect to any matters
dealing with the business and affairs of the Trust including the valuation
of portfolio securities of the Fund which securities are either not
registered for public sale or not traded on any securities market.

2.   Investment Management.

     a.   OMC shall, subject to the direction and control by the Trust's
Board of Trustees: (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the
Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof,
for the purchase of securities and other investments for  the Fund and the
sale of securities and other investments held in the portfolio of the
Fund.

     b.   Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, OMC may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.

     c.   OMC shall not be liable for any loss sustained by the Trust
and/or the Fund in connection with matters to which this Agreement
relates, except a loss resulting by reason of OMC's willful misfeasance,
bad faith or gross negligence in the performance of its duties; or by
reason of its reckless disregard of its obligations and duties under this
Agreement.

     d.   Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OMC or any of its
directors, officers, stockholders or employees from buying, selling or
trading any securities for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities
will not adversely affect or otherwise impair the performance by OMC of
its duties and obligations under this Agreement.

3.   Other Duties of OMC.

     OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective administration for the Fund, including the compilation
and maintenance of such records with respect to its operations as may
reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders, and the composition of such registration statements as may
be required by Federal securities laws for continuous public sale of
shares of the Fund.  OMC shall, at its own cost and expense, also provide
the Trust with adequate office space, facilities and equipment.  OMC
shall, at its own expense, provide such officers for the Fund as the
Fund's Board may request. 

4.   Allocation of Expenses.

     All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, shall be paid by the Trust, including, but not
limited to: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those associated or affiliated with OMC; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove
provided, incident to the registration under Federal securities laws of
shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund;  (xi)
except as noted above, all other expenses incidental to holding meetings
of the Fund's shareholders; and (xii) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and any
legal obligation which the Trust may have on behalf of the Fund to
indemnify its officers and trustees with respect thereto.  Any officers
or employees of OMC or any entity controlling, controlled by or under
common control with OMC, who may also serve as officers, trustees or
employees of the Trust shall not receive any compensation from the Trust
for their services.  The expenses with respect to any two or more series
of the Trust shall be allocated in proportion to the net assets of the
respective series except where allocations of direct expenses can be made.

5.   Compensation of OMC.

     The Trust agrees to pay OMC on behalf of the Fund and OMC agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee computed on the aggregate net asset value of the Fund as of the close
of each business day and payable monthly at the annual rate of: .45% of
the first $500 million of average annual net assets; .425% of the next
$500 million; .400% of the next $500 million; and .375% of average annual
net assets in excess of $1.5 billion.

6.   Use of Name "Oppenheimer."

     OMC hereby grants to the Trust a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Trust and the Fund for
the duration of this Agreement and any extensions or renewals thereof. 
To the extent necessary to protect OMC's rights to the name "Oppenheimer"
under applicable law, such license shall allow OMC to inspect, and subject
to control by the Trust's Board, control the name and quality of services
offered by the Fund under such name.  Such license may, upon termination
of this Agreement, be terminated by OMC, in which event the Trust shall
promptly take whatever action may be necessary to change its name and the
name of the Fund and discontinue any further use of the name "Oppenheimer"
in the name of the Trust or the Fund or otherwise.  The name "Oppenheimer"
may be used or licensed by OMC in connection with any of its activities,
or licensed by OMC to any other party. 

7.   Portfolio Transactions and Brokerage.

     a.   OMC is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions as well
as to obtain, consistent with the provisions of  subparagraph (c) of this
paragraph 7, the benefit of such investment information or research as
will be of significant assistance to the performance by OMC of its
investment management functions.

     b.   OMC shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions.  The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OMC on the basis of all relevant factors
and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and
willingness of the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account; the importance
to the Fund of speed, efficiency or confidentiality; the broker-dealer's
apparent familiarity with sources from or to whom particular securities
might be purchased or sold; as well as any other matters relevant to the
selection of a broker-dealer for particular and related transactions of
the Fund. 

     c.   OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers,
other than an affiliated broker-dealer, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) for the Fund and/or other accounts for which OMC or its
affiliates exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Trust to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OMC determines, in
good faith, that such commission is reasonable in relation to the value
of the brokerage and/or research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of OMC or its affiliates with respect to the accounts as
to which they exercise investment discretion.  In reaching such
determination, OMC will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided
or being provided by such broker-dealer.  In demonstrating that such
determinations were made in good faith, OMC shall be prepared to show that
all commissions were allocated for purposes contemplated by this Agreement
and that the total commissions paid by the Trust over a representative
period selected by the Trust's trustees were reasonable in relation to the
benefits to the Fund.

     d.   OMC shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the
basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the
Fund for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of the Board of Trustees of the Trust and the provisions
of this paragraph 7.

     e.   The Trust recognizes that an affiliated broker-dealer: (i) may
act as one of the Fund's regular brokers so long as it is lawful for it
so to act; (ii)  may be a major recipient of brokerage commissions paid
by the Trust; and (iii) may effect portfolio transactions for the Fund
only if the commissions, fees or other remuneration received or to be
received by it are determined in accordance with procedures contemplated
by any rule, regulation or order adopted under the Investment Company Act
for determining the permissible level of such commissions.

     f.   Subject to the foregoing provisions of this paragraph 7, OMC may
also consider sales of shares of the Fund and the other funds advised by
OMC and its affiliates as a factor in the selection of broker-dealers for
its portfolio transactions.

8.   Duration.

     This Agreement will take effect on the date first set forth above,
whereupon it replaces the Prior Agreement.  Unless earlier terminated
pursuant to paragraph 10 hereof, this Agreement shall continue in effect
until December 31, 1994, and thereafter will continue in effect from year
to year, so long as such continuance shall be approved at least annually
by the Trust's Board of Trustees, including the vote of the majority of
the trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) of any
such party, cast in person at a meeting called for the purpose of voting
on such approval, or by the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the Fund
and by such a vote of the Trust's Board of Trustees.

9.   Disclaimer of Trustee or Shareholder Liability.

     OMC understands and agrees that the obligations of the Trust under
this Agreement are not binding upon any Trustee or shareholder of the
Trust or Fund personally, but bind only the Trust and the Trust's
property.  OMC represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming Trustee or shareholder
liability for acts or obligations of the Trust.

10.  Termination.

     This Agreement may be terminated: (i) by OMC at any time without
penalty upon sixty days' written notice to the Trust (which notice may be
waived by the Trust); or (ii) by the Trust at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Trust shall be directed or approved
by the vote of a majority of all of the trustees of the Trust then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Fund (as defined in the Investment Company Act).

11.  Assignment or Amendment.

     This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered without
the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Trust.  This Agreement shall
automatically  and immediately terminate in the event of its "assignment,"
as defined as stated below.

12.  Definitions.

     The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.

                                 OPPENHEIMER VARIABLE ACCOUNT FUNDS        
     


                                 By:_____________________________
                                     Andrew J. Donohue, Vice President


                                 OPPENHEIMER MANAGEMENT CORPORATION


                                 By: ______________________________
                                      Mitchell J. Lindauer
                                      Vice President


ADVISORY\6002

EX-10

                      INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of September, 1994, by and between OPPENHEIMER
VARIABLE ACCOUNT FUNDS (hereinafter referred to as the "Trust"), and
OPPENHEIMER MANAGEMENT CORPORATION (hereinafter referred to as "OMC").

WHEREAS, the Trust is an open-end, diversified series management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is a registered investment
adviser; and

WHEREAS, OPPENHEIMER HIGH INCOME FUND (the "Fund") is a series of the
Trust having a separate portfolio, investment policies and investment
restrictions; and

WHEREAS, the Trustees of the Trust and the shareholders of the Fund have
approved this investment advisory agreement to replace the agreement by
and between the Trust and OMC for the Fund, dated October 22, 1990 (the
"Prior Agreement");

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:

1.   General Provision.

     a.   The Trust hereby employs OMC and OMC hereby undertakes to act
as the investment adviser of the Fund and to perform for the Fund such
other duties and functions as are hereinafter set forth.  OMC shall, in
all matters, give to the Fund and the Trust's Board of Trustees the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to: (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or Federal law; (iii) the provisions of the Declaration of Trust
and By-Laws of the Trust as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Trust; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such
policies may, from time to time, be amended by the Fund's shareholders;
and (vi) the Prospectus and Statement of Additional Information of the
Trust in effect from time to time.  The appropriate officers and employees
of OMC shall be available upon reasonable notice for consultation with any
of the trustees and officers of the Trust with respect to any matters
dealing with the business and affairs of the Trust including the valuation
of portfolio securities of the Fund which securities are either not
registered for public sale or not traded on any securities market.



2.   Investment Management.

     a.   OMC shall, subject to the direction and control by the Trust's
Board of Trustees: (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the
Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof,
for the purchase of securities and other investments for  the Fund and the
sale of securities and other investments held in the portfolio of the
Fund.

     b.   Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, OMC may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.

     c.   OMC shall not be liable for any loss sustained by the Trust
and/or the Fund in connection with matters to which this Agreement
relates, except a loss resulting by reason of OMC's willful misfeasance,
bad faith or gross negligence in the performance of its duties; or by
reason of its reckless disregard of its obligations and duties under this
Agreement.

     d.   Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OMC or any of its
directors, officers, stockholders or employees from buying, selling or
trading any securities for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities
will not adversely affect or otherwise impair the performance by OMC of
its duties and obligations under this Agreement.

3.   Other Duties of OMC.

     OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective administration for the Fund, including the compilation
and maintenance of such records with respect to its operations as may
reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders, and the composition of such registration statements as may
be required by Federal securities laws for continuous public sale of
shares of the Fund.  OMC shall, at its own cost and expense, also provide
the Trust with adequate office space, facilities and equipment.  OMC
shall, at its own expense, provide such officers for the Fund as the
Fund's Board may request. 

4.   Allocation of Expenses.

     All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, shall be paid by the Trust, including, but not
limited to: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those associated or affiliated with OMC; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove
provided, incident to the registration under Federal securities laws of
shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund;  (xi)
except as noted above, all other expenses incidental to holding meetings
of the Fund's shareholders; and (xii) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and any
legal obligation which the Trust may have on behalf of the Fund to
indemnify its officers and trustees with respect thereto.  Any officers
or employees of OMC or any entity controlling, controlled by or under
common control with OMC, who may also serve as officers, trustees or
employees of the Trust shall not receive any compensation from the Trust
for their services.  The expenses with respect to any two or more series
of the Trust shall be allocated in proportion to the net assets of the
respective series except where allocations of direct expenses can be made.

5.   Compensation of OMC.

     The Trust agrees to pay OMC on behalf of the Fund and OMC agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee computed on the aggregate net asset value of the Fund as of the close
of each business day and payable monthly at the annual rate of: .75% of
the first $200 million of average annual net assets; .72% of the next $200
million; .69% of the next $200 million; .66% of the next $200 million;
.60% of the next $200 million; and .50% of average annual net assets in
excess of $1 billion.

6.   Use of Name "Oppenheimer."

     OMC hereby grants to the Trust a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Trust and the Fund for
the duration of this Agreement and any extensions or renewals thereof. 
To the extent necessary to protect OMC's rights to the name "Oppenheimer"
under applicable law, such license shall allow OMC to inspect, and subject
to control by the Trust's Board, control the name and quality of services
offered by the Fund under such name.  Such license may, upon termination
of this Agreement, be terminated by OMC, in which event the Trust shall
promptly take whatever action may be necessary to change its name and the
name of the Fund and discontinue any further use of the name "Oppenheimer"
in the name of the Trust or the Fund or otherwise.  The name "Oppenheimer"
may be used or licensed by OMC in connection with any of its activities,
or licensed by OMC to any other party. 




7.   Portfolio Transactions and Brokerage.

     a.   OMC is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions as well
as to obtain, consistent with the provisions of subparagraph (c) of this
paragraph 7, the benefit of such investment  information or research as
will be of significant assistance to the performance by OMC of its
investment management functions.

     b.   OMC shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions.  The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OMC on the basis of all relevant factors
and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and
willingness of the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account; the importance
to the Fund of speed, efficiency or confidentiality; the broker-dealer's
apparent familiarity with sources from or to whom particular securities
might be purchased or sold; as well as any other matters relevant to the
selection of a broker-dealer for particular and related transactions of
the Fund. 

     c.   OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers,
other than an affiliated broker-dealer, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) for the Fund and/or other accounts for which OMC or its
affiliates exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Trust to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OMC determines, in
good faith, that such commission is reasonable in relation to the value
of the brokerage and/or research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of OMC or its affiliates with respect to the accounts as
to which they exercise investment discretion.  In reaching such
determination, OMC will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided
or being provided by such broker-dealer.  In demonstrating that such
determinations were made in good faith, OMC shall be prepared to show that
all commissions were allocated for purposes contemplated by this Agreement
and that the total commissions paid by the Trust over a representative
period selected by the Trust's trustees were reasonable in relation to the
benefits to the Fund.

     d.   OMC shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the
basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the
Fund for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of the Board of Trustees of the Trust and the provisions
of this paragraph 7.

     e.   The Trust recognizes that an affiliated broker-dealer: (i) may
act as one of the Fund's regular brokers so long as it is lawful for it
so to act; (ii) may be a major recipient of brokerage commissions paid by
the Trust; and (iii)  may effect portfolio transactions for the Fund only
if the commissions, fees or other remuneration received or to be received
by it are determined in accordance with procedures contemplated by any
rule, regulation or order adopted under the Investment Company Act for
determining the permissible level of such commissions.

     f.   Subject to the foregoing provisions of this paragraph 7, OMC may
also consider sales of shares of the Fund and the other funds advised by
OMC and its affiliates as a factor in the selection of broker-dealers for
its portfolio transactions.

8.   Duration.

     This Agreement will take effect on the date first set forth above,
whereupon it replaces the Prior Agreement.  Unless earlier terminated
pursuant to paragraph 10 hereof, this Agreement shall continue in effect
until December 31, 1994, and thereafter will continue in effect from year
to year, so long as such continuance shall be approved at least annually
by the Trust's Board of Trustees, including the vote of the majority of
the trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) of any
such party, cast in person at a meeting called for the purpose of voting
on such approval, or by the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the Fund
and by such a vote of the Trust's Board of Trustees.

9.   Disclaimer of Trustee or Shareholder Liability.

     OMC understands and agrees that the obligations of the Trust under
this Agreement are not binding upon any Trustee or shareholder of the
Trust or Fund personally, but bind only the Trust and the Trust's
property.  OMC represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming Trustee or shareholder
liability for acts or obligations of the Trust.

10.  Termination.

     This Agreement may be terminated: (i) by OMC at any time without
penalty upon sixty days' written notice to the Trust (which notice may be
waived by the Trust); or (ii) by the Trust at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Trust shall be directed or approved
by the vote of a majority of all of the trustees of the Trust then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Fund (as defined in the Investment Company Act).

11.  Assignment or Amendment.

     This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered without
the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Trust.  This Agreement shall
automatically and immediately terminate in the event of its "assignment,"
as defined as stated below.

12.  Definitions.

     The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.

                               OPPENHEIMER VARIABLE ACCOUNT FUNDS


                               By: __________________________________
                                   Andrew J. Donohue, Vice President







                               OPPENHEIMER MANAGEMENT CORPORATION


                               By: __________________________________
                                    Mitchell J. Lindauer
                                    Vice President



advisory\6003

EX-10

                       INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of September, 1994, by and between OPPENHEIMER
VARIABLE ACCOUNT FUNDS (hereinafter referred to as the "Trust"), and
OPPENHEIMER MANAGEMENT CORPORATION (hereinafter referred to as "OMC").

WHEREAS, the Trust is an open-end, diversified series management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is a registered investment
adviser; and

WHEREAS, OPPENHEIMER BOND FUND (the "Fund") is a series of the Trust
having a separate portfolio, investment policies and investment
restrictions; and

WHEREAS, the Trustees of the Trust and the shareholders of the Fund have
approved this investment advisory agreement to replace the agreement by
and between the Trust and OMC for the Fund, dated October 22, 1990 (the
"Prior Agreement");

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:

1.   General Provision.

     a.   The Trust hereby employs OMC and OMC hereby undertakes to act
as the investment adviser of the Fund and to perform for the Fund such
other duties and functions as are hereinafter set forth.  OMC shall, in
all matters, give to the Fund and the Trust's Board of Trustees the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to: (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or Federal law; (iii) the provisions of the Declaration of Trust
and By-Laws of the Trust as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Trust; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such
policies may, from time to time, be amended by the Fund's shareholders;
and (vi) the Prospectus and Statement of Additional Information of the
Trust in effect from time to time.  The appropriate officers and employees
of OMC shall be available upon reasonable notice for consultation with any
of the trustees and officers of the Trust with respect to any matters
dealing with the business and affairs of the Trust including the valuation
of portfolio securities of the Fund which securities are either not
registered for public sale or not traded on any securities market.

2.   Investment Management.

     a.   OMC shall, subject to the direction and control by the Trust's
Board of Trustees: (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the
Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof,
for the purchase of securities and other investments for  the Fund and the
sale of securities and other investments held in the portfolio of the
Fund.

     b.   Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, OMC may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.

     c.   OMC shall not be liable for any loss sustained by the Trust
and/or the Fund in connection with matters to which this Agreement
relates, except a loss resulting by reason of OMC's willful misfeasance,
bad faith or gross negligence in the performance of its duties; or by
reason of its reckless disregard of its obligations and duties under this
Agreement.

     d.   Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OMC or any of its
directors, officers, stockholders or employees from buying, selling or
trading any securities for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities
will not adversely affect or otherwise impair the performance by OMC of
its duties and obligations under this Agreement.

3.   Other Duties of OMC.

     OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective administration for the Fund, including the compilation
and maintenance of such records with respect to its operations as may
reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders, and the composition of such registration statements as may
be required by Federal securities laws for continuous public sale of
shares of the Fund.  OMC shall, at its own cost and expense, also provide
the Trust with adequate office space, facilities and equipment.  OMC
shall, at its own expense, provide such officers for the Fund as the
Fund's Board may request. 

4.   Allocation of Expenses.

     All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, shall be paid by the Trust, including, but not
limited to: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those associated or affiliated with OMC; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove
provided, incident to the registration under Federal securities laws of
shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund; (xi)
except as noted above, all other expenses incidental to holding meetings
of the Fund's shareholders; and (xii) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and any
legal obligation which the Trust may have on behalf of the Fund to
indemnify its officers and trustees with respect thereto.  Any officers
or employees of OMC or any entity controlling, controlled by or under
common control with OMC, who may also serve as officers, trustees or
employees of the Trust shall not receive any compensation from the Trust
for their services.  The expenses with respect to any two or more series
of the Trust shall be allocated in proportion to the net assets of the
respective series except where allocations of direct expenses can be made.

5.   Compensation of OMC.

     The Trust agrees to pay OMC on behalf of the Fund and OMC agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee computed on the aggregate net asset value of the Fund as of the close
of each business day and payable monthly at the annual rate of: .75% of
the first $200 million of average annual net assets; .72% of the next $200
million; .69% of the next $200 million; .66% of the next $200 million;
.60% of the next $200 million; and .50% of average annual net assets in
excess of $1 billion.

6.   Use of Name "Oppenheimer."

     OMC hereby grants to the Trust a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Trust and the Fund for
the duration of this Agreement and any extensions or renewals thereof. 
To the extent necessary to protect OMC's rights to the name "Oppenheimer"
under applicable law, such license shall allow OMC to inspect, and subject
to control by the Trust's Board, control the name and quality of services
offered by the Fund under such name.  Such license may, upon termination
of this Agreement, be terminated by OMC, in which event the Trust shall
promptly take whatever action may be necessary to change its name and the
name of the Fund and discontinue any further use of the name "Oppenheimer"
in the name of the Trust or the Fund or otherwise.  The name "Oppenheimer"
may be used or licensed by OMC in connection with any of its activities,
or licensed by OMC to any other party. 

7.   Portfolio Transactions and Brokerage.

     a.   OMC is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions as well
as to obtain, consistent with the provisions of subparagraph (c) of this
paragraph 7, the benefit of such investment information or research as
will be of significant assistance to the performance by OMC of its
investment management functions.

     b.   OMC shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions.  The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OMC on the basis of all relevant factors
and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and
willingness of the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account; the importance
to the Fund of speed, efficiency or confidentiality; the broker-dealer's
apparent familiarity with sources from or to whom particular securities
might be purchased or sold; as well as any other matters relevant to the
selection of a broker-dealer for particular and related transactions of
the Fund. 

     c.   OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers,
other than an affiliated broker-dealer, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) for the Fund and/or other accounts for which OMC or its
affiliates exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Trust to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OMC determines, in
good faith, that such commission is reasonable in relation to the value
of the brokerage and/or research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of OMC or its affiliates with respect to the accounts as
to which they exercise investment discretion.  In reaching such
determination, OMC will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided
or being provided by such broker-dealer.  In demonstrating that such
determinations were made in good faith, OMC shall be prepared to show that
all commissions were allocated for purposes contemplated by this Agreement
and that the total commissions paid by the Trust over a representative
period selected by the Trust's trustees were reasonable in relation to the
benefits to the Fund.

     d.   OMC shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the
basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the
Fund for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of the Board of Trustees of the Trust and the provisions
of this paragraph 7.

     e.   The Trust recognizes that an affiliated broker-dealer: (i) may
act as one of the Fund's regular brokers so long as it is lawful for it
so to act; (ii) may be a major recipient of brokerage commissions paid by
the Trust; and (iii) may effect portfolio transactions for the Fund only
if the commissions, fees or other remuneration received or to be received
by it are determined in  accordance with procedures contemplated by any
rule, regulation or order adopted under the Investment Company Act for
determining the permissible level of such commissions.

     f.   Subject to the foregoing provisions of this paragraph 7, OMC may
also consider sales of shares of the Fund and the other funds advised by
OMC and its affiliates as a factor in the selection of broker-dealers for
its portfolio transactions.

8.   Duration.

     This Agreement will take effect on the date first set forth above,
whereupon it replaces the Prior Agreement.  Unless earlier terminated
pursuant to paragraph 10 hereof, this Agreement shall continue in effect
until December 31, 1994, and thereafter will continue in effect from year
to year, so long as such continuance shall be approved at least annually
by the Trust's Board of Trustees, including the vote of the majority of
the trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) of any
such party, cast in person at a meeting called for the purpose of voting
on such approval, or by the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the Fund
and by such a vote of the Trust's Board of Trustees.

9.   Disclaimer of Trustee or Shareholder Liability.

     OMC understands and agrees that the obligations of the Trust under
this Agreement are not binding upon any Trustee or shareholder of the
Trust or Fund personally, but bind only the Trust and the Trust's
property.  OMC represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming Trustee or shareholder
liability for acts or obligations of the Trust.

10.  Termination.

     This Agreement may be terminated: (i) by OMC at any time without
penalty upon sixty days' written notice to the Trust (which notice may be
waived by the Trust); or (ii) by the Trust at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Trust shall be directed or approved
by the vote of a majority of all of the trustees of the Trust then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Fund (as defined in the Investment Company Act).

11.  Assignment or Amendment.

     This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered without
the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Trust.  This Agreement shall
automatically and immediately terminate in the event of its "assignment,"
as defined as stated below.

 12. Definitions.

     The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.

                         OPPENHEIMER VARIABLE ACCOUNT FUNDS


                         By: __________________________________
                             Andrew J. Donohue, Vice President

                         OPPENHEIMER MANAGEMENT CORPORATION


                         By: __________________________________
                               Mitchell J. Lindauer
                               Vice President


advisory/6007

EX-10

                       INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of September, 1994, by and between OPPENHEIMER
VARIABLE ACCOUNT FUNDS (hereinafter referred to as the "Trust"), and
OPPENHEIMER MANAGEMENT CORPORATION (hereinafter referred to as "OMC").

WHEREAS, the Trust is an open-end, diversified series management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is a registered investment
adviser; and

WHEREAS, OPPENHEIMER CAPITAL APPRECIATION FUND (the "Fund") is a series
of the Trust having a separate portfolio, investment policies and
investment restrictions; and

WHEREAS, the Trustees of the Trust and the shareholders of the Fund have
approved this investment advisory agreement to replace the agreement by
and between the Trust and OMC for the Fund, dated October 22, 1990 (the
"Prior Agreement");

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:

1.   General Provision.

     a.   The Trust hereby employs OMC and OMC hereby undertakes to act
as the investment adviser of the Fund and to perform for the Fund such
other duties and functions as are hereinafter set forth.  OMC shall, in
all matters, give to the Fund and the Trust's Board of Trustees the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to: (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or Federal law; (iii) the provisions of the Declaration of Trust
and By-Laws of the Trust as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Trust; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such
policies may, from time to time, be amended by the Fund's shareholders;
and (vi) the Prospectus and Statement of Additional Information of the
Trust in effect from time to time.  The appropriate officers and employees
of OMC shall be available upon reasonable notice for consultation with any
of the trustees and officers of the Trust with respect to any matters
dealing with the business and affairs of the Trust including the valuation
of portfolio securities of the Fund which securities are either not
registered for public sale or not traded on any securities market.

2.   Investment Management.

     a.   OMC shall, subject to the direction and control by the Trust's
Board of Trustees: (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the
Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof,
for the purchase of securities and other investments for  the Fund and the
sale of securities and other investments held in the portfolio of the
Fund.

     b.   Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, OMC may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.

     c.   OMC shall not be liable for any loss sustained by the Trust
and/or the Fund in connection with matters to which this Agreement
relates, except a loss resulting by reason of OMC's willful misfeasance,
bad faith or gross negligence in the performance of its duties; or by
reason of its reckless disregard of its obligations and duties under this
Agreement.

     d.   Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OMC or any of its
directors, officers, stockholders or employees from buying, selling or
trading any securities for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities
will not adversely affect or otherwise impair the performance by OMC of
its duties and obligations under this Agreement.

3.   Other Duties of OMC.

     OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective administration for the Fund, including the compilation
and maintenance of such records with respect to its operations as may
reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders, and the composition of such registration statements as may
be required by Federal securities laws for continuous public sale of
shares of the Fund.  OMC shall, at its own cost and expense, also provide
the Trust with adequate office space, facilities and equipment.  OMC
shall, at its own expense, provide such officers for the Fund as the
Fund's Board may request. 

4.   Allocation of Expenses.

     All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, shall be paid by the Trust, including, but not
limited to: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those associated or affiliated with OMC; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove
provided, incident to the registration under Federal securities laws of
shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund; (xi)
except as noted above, all other expenses incidental to holding meetings
of the Fund's shareholders; and (xii) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and any
legal obligation which the Trust may have on behalf of the Fund to
indemnify its officers and trustees with respect thereto.  Any officers
or employees of OMC or any entity controlling, controlled by or under
common control with OMC, who may also serve as officers, trustees or
employees of the Trust shall not receive any compensation from the Trust
for their services.  The expenses with respect to any two or more series
of the Trust shall be allocated in proportion to the net assets of the
respective series except where allocations of direct expenses can be made.

5.   Compensation of OMC.

     The Trust agrees to pay OMC on behalf of the Fund and OMC agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee computed on the aggregate net asset value of the Fund as of the close
of each business day and payable monthly at the annual rate of: .75% of
the first $200 million of average annual net assets; .72% of the next $200
million; .69% of the next $200 million; .66% of the next $200 million; and
.60% of average annual net assets in excess of $800 million.

6.   Use of Name "Oppenheimer."

     OMC hereby grants to the Trust a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Trust and the Fund for
the duration of this Agreement and any extensions or renewals thereof. 
To the extent necessary to protect OMC's rights to the name "Oppenheimer"
under applicable law, such license shall allow OMC to inspect, and subject
to control by the Trust's Board, control the name and quality of services
offered by the Fund under such name.  Such license may, upon termination
of this Agreement, be terminated by OMC, in which event the Trust shall
promptly take whatever action may be necessary to change its name and the
name of the Fund and discontinue any further use of the name "Oppenheimer"
in the name of the Trust or the Fund or otherwise.  The name "Oppenheimer"
may be used or licensed by OMC in connection with any of its activities,
or licensed by OMC to any other party. 

7.   Portfolio Transactions and Brokerage.

     a.   OMC is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions as well
as to obtain, consistent with the provisions of subparagraph (c) of this
paragraph 7, the benefit of such investment information or research as
will be of significant assistance to the performance by OMC of its
investment management functions.

     b.   OMC shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions.  The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OMC on the basis of all relevant factors
and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and
willingness of the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account; the importance
to the Fund of speed, efficiency or confidentiality; the broker-dealer's
apparent familiarity with sources from or to whom particular securities
might be purchased or sold; as well as any other matters relevant to the
selection of a broker-dealer for particular and related transactions of
the Fund. 

     c.   OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers,
other than an affiliated broker-dealer, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) for the Fund and/or other accounts for which OMC or its
affiliates exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Trust to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OMC determines, in
good faith, that such commission is reasonable in relation to the value
of the brokerage and/or research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of OMC or its affiliates with respect to the accounts as
to which they exercise investment discretion.  In reaching such
determination, OMC will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided
or being provided by such broker-dealer.  In demonstrating that such
determinations were made in good faith, OMC shall be prepared to show that
all commissions were allocated for purposes contemplated by this Agreement
and that the total commissions paid by the Trust over a representative
period selected by the Trust's trustees were reasonable in relation to the
benefits to the Fund.

     d.   OMC shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the
basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the
Fund for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of the Board of Trustees of the Trust and the provisions
of this paragraph 7.

     e.   The Trust recognizes that an affiliated broker-dealer: (i) may
act as one of the Fund's regular brokers so long as it is lawful for it
so to act; (ii) may be a major recipient of brokerage commissions paid by
the Corporation; and (iii) may effect portfolio transactions for the Fund
only if the commissions, fees or other remuneration received or to be
received by it are determined in  accordance with procedures contemplated
by any rule, regulation or order adopted under the Investment Company Act
for determining the permissible level of such commissions.

     f.   Subject to the foregoing provisions of this paragraph 7, OMC may
also consider sales of shares of the Fund and the other funds advised by
OMC and its affiliates as a factor in the selection of broker-dealers for
its portfolio transactions.

8.   Duration.

     This Agreement will take effect on the date first set forth above,
whereupon it replaces the Prior Agreement.  Unless earlier terminated
pursuant to paragraph 10 hereof, this Agreement shall continue in effect
until December 31, 1994, and thereafter will continue in effect from year
to year, so long as such continuance shall be approved at least annually
by the Trust's Board of Trustees, including the vote of the majority of
the trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) of any
such party, cast in person at a meeting called for the purpose of voting
on such approval, or by the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the Fund
and by such a vote of the Trust's Board of Trustees.

9.   Disclaimer of Trustee or Shareholder Liability.

     OMC understands and agrees that the obligations of the Trust under
this Agreement are not binding upon any Trustee or shareholder of the
Trust or Fund personally, but bind only the Trust and the Trust's
property.  OMC represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming Trustee or shareholder
liability for acts or obligations of the Trust.

10.  Termination.

     This Agreement may be terminated: (i) by OMC at any time without
penalty upon sixty days' written notice to the Trust (which notice may be
waived by the Trust); or (ii) by the Trust at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Trust shall be directed or approved
by the vote of a majority of all of the trustees of the Trust then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Fund (as defined in the Investment Company Act).

11.  Assignment or Amendment.

     This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered without
the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Trust.  This Agreement shall
automatically and immediately terminate in the event of its "assignment,"
as defined as stated below.

12.  Definitions.

     The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.

                              OPPENHEIMER VARIABLE ACCOUNT FUNDS



                              By:  __________________________________
                                   Andrew J. Donohue, Vice President


                              OPPENHEIMER MANAGEMENT CORPORATION


                              By:  __________________________________
                                   Mitchell J. Lindauer
                                   Vice President 



ADVISORY\6004

EX-10

                       INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of September, 1994, by and between OPPENHEIMER
VARIABLE ACCOUNT FUNDS (hereinafter referred to as the "Trust"), and
OPPENHEIMER MANAGEMENT CORPORATION (hereinafter referred to as "OMC").

WHEREAS, the Trust is an open-end, diversified series management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is a registered investment
adviser; and

WHEREAS, OPPENHEIMER GROWTH FUND (the "Fund") is a series of the Trust
having a separate portfolio, investment policies and investment
restrictions; and

WHEREAS, the Trustees of the Trust and the shareholders of the Fund have
approved this investment advisory agreement to replace the agreement by
and between the Trust and OMC for the Fund dated October 22, 1990 (the
"Prior Agreement");

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:

1.   General Provision.

     a.   The Trust hereby employs OMC and OMC hereby undertakes to act
as the investment adviser of the Fund and to perform for the Fund such
other duties and functions as are hereinafter set forth.  OMC shall, in
all matters, give to the Fund and the Trust's Board of Trustees the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to: (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or Federal law; (iii) the provisions of the Declaration of Trust
and By-Laws of the Trust as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Trust; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such
policies may, from time to time, be amended by the Fund's shareholders;
and (vi) the Prospectus and Statement of Additional Information of the
Trust in effect from time to time.  The appropriate officers and employees
of OMC shall be available upon reasonable notice for consultation with any
of the trustees and officers of the Trust with respect to any matters
dealing with the business and affairs of the Trust including the valuation
of portfolio securities of the Fund which securities are either not
registered for public sale or not traded on any securities market.

2.   Investment Management.

     a.   OMC shall, subject to the direction and control by the Trust's
Board of Trustees: (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the
Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof,
for the purchase of securities and other investments for the Fund and the
sale of securities and other investments held in the portfolio of the
Fund.

     b.   Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, OMC may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.

     c.   OMC shall not be liable for any loss sustained by the Trust
and/or the Fund in connection with matters to which this Agreement
relates, except a loss resulting by reason of OMC's willful misfeasance,
bad faith or gross negligence in the performance of its duties; or by
reason of its reckless disregard of its obligations and duties under this
Agreement.

     d.   Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OMC or any of its
directors, officers, stockholders or employees from buying, selling or
trading any securities for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities
will not adversely affect or otherwise impair the performance by OMC of
its duties and obligations under this Agreement.

3.   Other Duties of OMC.

     OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective administration for the Fund, including the compilation
and maintenance of such records with respect to its operations as may
reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders, and the composition of such registration statements as may
be required by Federal securities laws for continuous public sale of
shares of the Fund.  OMC shall, at its own cost and expense, also provide
the Trust with adequate office space, facilities and equipment.  OMC
shall, at its own expense, provide such officers for the Fund as the
Fund's Board may request. 

4.   Allocation of Expenses.

     All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, shall be paid by the Trust, including, but not
limited to: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those associated or affiliated with OMC; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove
provided, incident to the registration under Federal securities laws of
shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund; (xi)
except as noted above, all other expenses incidental to holding meetings
of the Fund's shareholders; and (xii) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and any
legal obligation which the Trust may have on behalf of the Fund to
indemnify its officers and trustees with respect thereto.  Any officers
or employees of OMC or any entity controlling, controlled by or under
common control with OMC, who may also serve as officers, trustees or
employees of the Trust shall not receive any compensation from the Trust
for their services.  The expenses with respect to any two or more series
of the Trust shall be allocated in proportion to the net assets of the
respective series except where allocations of direct expenses can be made.

5.   Compensation of OMC.

     The Trust agrees to pay OMC on behalf of the Fund and OMC agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee computed on the aggregate net asset value of the Fund as of the close
of each business day and payable monthly at the annual rate of: .75% of
the first $200 million of average annual net assets; .72% of the next $200
million; .69% of the next $200 million; .66% of the next $200 million; and
.60% of average annual net assets in excess of $800 million.

6.   Use of Name "Oppenheimer."

     OMC hereby grants to the Trust a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Trust and the Fund for
the duration of this Agreement and any extensions or renewals thereof. 
To the extent necessary to protect OMC's rights to the name "Oppenheimer"
under applicable law, such license shall allow OMC to inspect, and subject
to control by the Trust's Board, control the name and quality of services
offered by the Fund under such name.  Such license may, upon termination
of this Agreement, be terminated by OMC, in which event the Trust shall
promptly take whatever action may be necessary to change its name and the
name of the Fund and discontinue any further use of the name "Oppenheimer"
in the name of the Trust or the Fund or otherwise.  The name "Oppenheimer"
may be used or licensed by OMC in connection with any of its activities,
or licensed by OMC to any other party. 

7.   Portfolio Transactions and Brokerage.

     a.   OMC is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions as well
as to obtain, consistent with the provisions of subparagraph (c) of this
paragraph 7, the benefit of such investment information or research as
will be of significant assistance to the performance by OMC of its
investment management functions.

     b.   OMC shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions.  The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OMC on the basis of all relevant factors
and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and
willingness of the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account; the importance
to the Fund of speed, efficiency or confidentiality; the broker-dealer's
apparent familiarity with sources from or to whom particular securities
might be purchased or sold; as well as any other matters relevant to the
selection of a broker-dealer for particular and related transactions of
the Fund. 

     c.   OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers,
other than an affiliated broker-dealer, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) for the Fund and/or other accounts for which OMC or its
affiliates exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Trust to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OMC determines, in
good faith, that such commission is reasonable in relation to the value
of the brokerage and/or research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of OMC or its affiliates with respect to the accounts as
to which they exercise investment discretion.  In reaching such
determination, OMC will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided
or being provided by such broker-dealer.  In demonstrating that such
determinations were made in good faith, OMC shall be prepared to show that
all commissions were allocated for purposes contemplated by this Agreement
and that the total commissions paid by the Trust over a representative
period selected by the Trust's trustees were reasonable in relation to the
benefits to the Fund.

     d.   OMC shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the
basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the
Fund for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of the Board of Trustees of the Trust and the provisions
of this paragraph 7.

     e.   The Trust recognizes that an affiliated broker-dealer: (i) may
act as one of the Fund's regular brokers so long as it is lawful for it
so to act; (ii) may be a major recipient of brokerage commissions paid by
the Corporation; and (iii) may effect portfolio transactions for the Fund
only if the commissions, fees or other remuneration received or to be
received by it are determined in  accordance with procedures contemplated
by any rule, regulation or order adopted under the Investment Company Act
for determining the permissible level of such commissions.

     f.   Subject to the foregoing provisions of this paragraph 7, OMC may
also consider sales of shares of the Fund and the other funds advised by
OMC and its affiliates as a factor in the selection of broker-dealers for
its portfolio transactions.

8.   Duration.

     This Agreement will take effect on the date first set forth above,
whereupon it replaces the Prior Agreement.  Unless earlier terminated
pursuant to paragraph 10 hereof, this Agreement shall continue in effect
until December 31, 1994, and thereafter will continue in effect from year
to year, so long as such continuance shall be approved at least annually
by the Trust's Board of Trustees, including the vote of the majority of
the trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) of any
such party, cast in person at a meeting called for the purpose of voting
on such approval, or by the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the Fund
and by such a vote of the Trust's Board of Trustees.

9.   Disclaimer of Trustee or Shareholder Liability.

     OMC understands and agrees that the obligations of the Trust under
this Agreement are not binding upon any Trustee or shareholder of the
Trust or Fund personally, but bind only the Trust and the Trust's
property.  OMC represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming Trustee or shareholder
liability for acts or obligations of the Trust.

10.  Termination.

     This Agreement may be terminated: (i) by OMC at any time without
penalty upon sixty days' written notice to the Trust (which notice may be
waived by the Trust); or (ii) by the Trust at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Trust shall be directed or approved
by the vote of a majority of all of the trustees of the Trust then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Fund (as defined in the Investment Company Act).

11.  Assignment or Amendment.

     This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered without
the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Trust.  This Agreement shall
automatically and immediately terminate in the event of its "assignment,"
as defined as stated below.

12.  Definitions.

     The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.

                               OPPENHEIMER VARIABLE ACCOUNT FUNDS



                               By: __________________________________
                                   Andrew J. Donohue, Vice President


                               OPPENHEIMER MANAGEMENT CORPORATION



                               By:__________________________________
                                   Mitchell J. Lindauer
                                   Vice President


advisory\6005

EX-10

                       INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of September, 1994, by and between OPPENHEIMER
VARIABLE ACCOUNT FUNDS (hereinafter referred to as the "Trust"), and
OPPENHEIMER MANAGEMENT CORPORATION (hereinafter referred to as "OMC").

WHEREAS, the Trust is an open-end, diversified series management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is a registered investment
adviser; and

WHEREAS, OPPENHEIMER MULTIPLE STRATEGIES FUND (the "Fund") is a series of
the Trust having a separate portfolio, investment policies and investment
restrictions; and

WHEREAS, the Trustees of the Trust and the shareholders of the Fund have
approved this investment advisory agreement to replace the agreement by
and between the Trust and OMC for the Fund, dated October 22, 1990 (the
"Prior Agreement");

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:

1.   General Provision.

     a.   The Trust hereby employs OMC and OMC hereby undertakes to act
as the investment adviser of the Fund and to perform for the Fund such
other duties and functions as are hereinafter set forth.  OMC shall, in
all matters, give to the Fund and the Trust's Board of Trustees the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to: (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or Federal law; (iii) the provisions of the Declaration of Trust
and By-Laws of the Trust as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Trust; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such
policies may, from time to time, be amended by the Fund's shareholders;
and (vi) the Prospectus and Statement of Additional Information of the
Trust in effect from time to time.  The appropriate officers and employees
of OMC shall be available upon reasonable notice for consultation with any
of the trustees and officers of the Trust with respect to any matters
dealing with the business and affairs of the Trust including the valuation
of portfolio securities of the Fund which securities are either not
registered for public sale or not traded on any securities market.

2.   Investment Management.

     a.   OMC shall, subject to the direction and control by the Trust's
Board of Trustees: (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the
Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof,
for the purchase of securities and other investments for  the Fund and the
sale of securities and other investments held in the portfolio of the
Fund.

     b.   Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, OMC may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.

     c.   OMC shall not be liable for any loss sustained by the Trust
and/or the Fund in connection with matters to which this Agreement
relates, except a loss resulting by reason of OMC's willful misfeasance,
bad faith or gross negligence in the performance of its duties; or by
reason of its reckless disregard of its obligations and duties under this
Agreement.

     d.   Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OMC or any of its
directors, officers, stockholders or employees from buying, selling or
trading any securities for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities
will not adversely affect or otherwise impair the performance by OMC of
its duties and obligations under this Agreement.

3.   Other Duties of OMC.

     OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective administration for the Fund, including the compilation
and maintenance of such records with respect to its operations as may
reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders, and the composition of such registration statements as may
be required by Federal securities laws for continuous public sale of
shares of the Fund.  OMC shall, at its own cost and expense, also provide
the Trust with adequate office space, facilities and equipment.  OMC
shall, at its own expense, provide such officers for the Fund as the
Fund's Board may request. 

4.   Allocation of Expenses.

     All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, shall be paid by the Trust, including, but not
limited to: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those associated or affiliated with OMC; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove
provided, incident to the registration under Federal securities laws of
shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund; (xi)
except as noted above, all other expenses incidental to holding meetings
of the Fund's shareholders; and (xii) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and any
legal obligation which the Trust may have on behalf of the Fund to
indemnify its officers and trustees with respect thereto.  Any officers
or employees of OMC or any entity controlling, controlled by or under
common control with OMC, who may also serve as officers, trustees or
employees of the Trust shall not receive any compensation from the Trust
for their services.  The expenses with respect to any two or more series
of the Trust shall be allocated in proportion to the net assets of the
respective series except where allocations of direct expenses can be made.

5.   Compensation of OMC.

     The Trust agrees to pay OMC on behalf of the Fund and OMC agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee computed on the aggregate net asset value of the Fund as of the close
of each business day and payable monthly at the annual rate of: .75% of
the first $200 million of average annual net assets; .72% of the next $200
million; .69% of the next $200 million; .66% of the next $200 million; and
.60% of average annual net assets in excess of $800 million.

6.   Use of Name "Oppenheimer."

     OMC hereby grants to the Trust a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Trust and the Fund for
the duration of this Agreement and any extensions or renewals thereof. 
To the extent necessary to protect OMC's rights to the name "Oppenheimer"
under applicable law, such license shall allow OMC to inspect, and subject
to control by the Trust's Board, control the name and quality of services
offered by the Fund under such name.  Such license may, upon termination
of this Agreement, be terminated by OMC, in which event the Trust shall
promptly take whatever action may be necessary to change its name and the
name of the Fund and discontinue any further use of the name "Oppenheimer"
in the name of the Trust or the Fund or otherwise.  The name "Oppenheimer"
may be used or licensed by OMC in connection with any of its activities,
or licensed by OMC to any other party. 

7.   Portfolio Transactions and Brokerage.

     a.   OMC is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions as well
as to obtain, consistent with the provisions of subparagraph (c) of this
paragraph 7, the benefit of such investment information or research as
will be of significant assistance to the performance by OMC of its
investment management functions.

     b.   OMC shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions.  The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OMC on the basis of all relevant factors
and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and
willingness of the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account; the importance
to the Fund of speed, efficiency or confidentiality; the broker-dealer's
apparent familiarity with sources from or to whom particular securities
might be purchased or sold; as well as any other matters relevant to the
selection of a broker-dealer for particular and related transactions of
the Fund. 

     c.   OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers,
other than an affiliated broker-dealer, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) for the Fund and/or other accounts for which OMC or its
affiliates exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Trust to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OMC determines, in
good faith, that such commission is reasonable in relation to the value
of the brokerage and/or research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of OMC or its affiliates with respect to the accounts as
to which they exercise investment discretion.  In reaching such
determination, OMC will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided
or being provided by such broker-dealer.  In demonstrating that such
determinations were made in good faith, OMC shall be prepared to show that
all commissions were allocated for purposes contemplated by this Agreement
and that the total commissions paid by the Trust over a representative
period selected by the Trust's trustees were reasonable in relation to the
benefits to the Fund.

     d.   OMC shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the
basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the
Fund for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of the Board of Trustees of the Trust and the provisions
of this paragraph 7.

     e.   The Trust recognizes that an affiliated broker-dealer: (i) may
act as one of the Fund's regular brokers so long as it is lawful for it
so to act; (ii) may be a major recipient of brokerage commissions paid by
the Trust; and (iii)  may effect portfolio transactions for the Fund only
if the commissions, fees or other remuneration received or to be received
by it are determined in accordance with procedures contemplated by any
rule, regulation or order adopted under the Investment Company Act for
determining the permissible level of such commissions.

     f.   Subject to the foregoing provisions of this paragraph 7, OMC may
also consider sales of shares of the Fund and the other funds advised by
OMC and its affiliates as a factor in the selection of broker-dealers for
its portfolio transactions.

8.   Duration.

     This Agreement will take effect on the date first set forth above,
whereupon it replaces the Prior Agreement.  Unless earlier terminated
pursuant to paragraph 10 hereof, this Agreement shall continue in effect
until December 31, 1994, and thereafter will continue in effect from year
to year, so long as such continuance shall be approved at least annually
by the Trust's Board of Trustees, including the vote of the majority of
the trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) of any
such party, cast in person at a meeting called for the purpose of voting
on such approval, or by the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the Fund
and by such a vote of the Trust's Board of Trustees.

9.   Disclaimer of Trustee or Shareholder Liability.

     OMC understands and agrees that the obligations of the Trust under
this Agreement are not binding upon any Trustee or shareholder of the
Trust or Fund personally, but bind only the Trust and the Trust's
property.  OMC represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming Trustee or shareholder
liability for acts or obligations of the Trust.

10.  Termination.

     This Agreement may be terminated: (i) by OMC at any time without
penalty upon sixty days' written notice to the Trust (which notice may be
waived by the Trust); or (ii) by the Trust at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Trust shall be directed or approved
by the vote of a majority of all of the trustees of the Trust then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Fund (as defined in the Investment Company Act).

11.  Assignment or Amendment.

     This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered without
the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Trust.  This Agreement shall
automatically and immediately terminate in the event of its "assignment,"
as defined as stated below.

12.  Definitions.

     The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.


                                    OPPENHEIMER VARIABLE ACCOUNT FUNDS


                                    By:__________________________________
                                       Andrew J. Donohue, Vice President


                                    OPPENHEIMER MANAGEMENT CORPORATION


                                    By: __________________________________
                                          Mitchell J. Lindauer
                                          Vice President 



ADVISORY\6006

EX-10

                              INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of September, 1994, by and between OPPENHEIMER
VARIABLE ACCOUNT FUNDS (hereinafter referred to as the "Trust"), and
OPPENHEIMER MANAGEMENT CORPORATION (hereinafter referred to as "OMC").

WHEREAS, the Trust is an open-end, diversified series management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is a registered investment
adviser; and

WHEREAS, OPPENHEIMER GLOBAL SECURITIES FUND (the "Fund") is a series of
the Trust having a separate portfolio, investment policies and investment
restrictions; and

WHEREAS, the Trustees of the Trust and the shareholders of the Fund have
approved this investment advisory agreement to replace the agreement by
and between the Trust and OMC for the Fund, dated August 28, 1991 (the
"Prior Agreement").

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:

1.    General Provision.

      a.    The Trust hereby employs OMC and OMC hereby undertakes to act
as the investment adviser of the Fund and to perform for the Fund such
other duties and functions as are hereinafter set forth.  OMC shall, in
all matters, give to the Fund and the Trust's Board of Trustees the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to: (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or Federal law; (iii) the provisions of the Declaration of Trust
and By-Laws of the Trust as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Trust; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such
policies may, from time to time, be amended by the Fund's shareholders;
and (vi) the Prospectus and Statement of Additional Information of the
Trust in effect from time to time.  The appropriate officers and employees
of OMC shall be available upon reasonable notice for consultation with any
of the trustees and officers of the Trust with respect to any matters
dealing with the business and affairs of the Trust including the valuation
of portfolio securities of the Fund which securities are either not
registered for public sale or not traded on any securities market.

2.    Investment Management.

      a.    OMC shall, subject to the direction and control by the Trust's
Board of Trustees: (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the
Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof,
for the purchase of securities and other investments for  the Fund and the
sale of securities and other investments held in the portfolio of the
Fund.

      b.    Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, OMC may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.

      c.    OMC shall not be liable for any loss sustained by the Trust
and/or the Fund in connection with matters to which this Agreement
relates, except a loss resulting by reason of OMC's willful misfeasance,
bad faith or gross negligence in the performance of its duties; or by
reason of its reckless disregard of its obligations and duties under this
Agreement.

      d.    Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OMC or any of its
directors, officers, stockholders or employees from buying, selling or
trading any securities for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities
will not adversely affect or otherwise impair the performance by OMC of
its duties and obligations under this Agreement.

3.    Other Duties of OMC.

      OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective administration for the Fund, including the compilation
and maintenance of such records with respect to its operations as may
reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders, and the composition of such registration statements as may
be required by Federal securities laws for continuous public sale of
shares of the Fund.  OMC shall, at its own cost and expense, also provide
the Trust with adequate office space, facilities and equipment.  OMC
shall, at its own expense, provide such officers for the Fund as the
Fund's Board may request. 

4.    Allocation of Expenses.

      All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, shall be paid by the Trust, including, but not
limited to: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those associated or affiliated with OMC; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove
provided, incident to the registration under Federal securities laws of
shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund;  (xi)
except as noted above, all other expenses incidental to holding meetings
of the Fund's shareholders; and (xii) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and any
legal obligation which the Trust may have on behalf of the Fund to
indemnify its officers and trustees with respect thereto.  Any officers
or employees of OMC or any entity controlling, controlled by or under
common control with OMC, who may also serve as officers, trustees or
employees of the Trust shall not receive any compensation from the Trust
for their services.  The expenses with respect to any two or more series
of the Trust shall be allocated in proportion to the net assets of the
respective series except where allocations of direct expenses can be made.

5.    Compensation of OMC.

      The Trust agrees to pay OMC on behalf of the Fund and OMC agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee computed on the aggregate net asset value of the Fund as of the close
of each business day and payable monthly at the annual rate of: .75% of
the first $200 million of average annual net assets; .72% of the next $200
million; .69% of the next $200 million; .66% of the next $200 million; and
.60% of average annual net assets in excess of $800 million.

6.    Use of Name "Oppenheimer."

      OMC hereby grants to the Trust a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Trust and the Fund for
the duration of this Agreement and any extensions or renewals thereof. 
To the extent necessary to protect OMC's rights to the name "Oppenheimer"
under applicable law, such license shall allow OMC to inspect, and subject
to control by the Trust's Board, control the name and quality of services
offered by the Fund under such name.  Such license may, upon termination
of this Agreement, be terminated by OMC, in which event the Trust shall
promptly take whatever action may be necessary to change its name and the
name of the Fund and discontinue any further use of the name "Oppenheimer"
in the name of the Trust or the Fund or otherwise.  The name "Oppenheimer"
may be used or licensed by OMC in connection with any of its activities,
or licensed by OMC to any other party. 

7.    Portfolio Transactions and Brokerage.

      a.    OMC is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions as well
as to obtain, consistent with the provisions of subparagraph (c) of this
paragraph 7, the benefit of such investment information or research as
will be of significant assistance to the performance by OMC of its
investment management functions.

      b.    OMC shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions.  The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OMC on the basis of all relevant factors
and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and
willingness of the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account; the importance
to the Fund of speed, efficiency or confidentiality; the broker-dealer's
apparent familiarity with sources from or to whom particular securities
might be purchased or sold; as well as any other matters relevant to the
selection of a broker-dealer for particular and related transactions of
the Fund. 

      c.    OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers,
other than an affiliated broker-dealer, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) for the Fund and/or other accounts for which OMC or its
affiliates exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Trust to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OMC determines, in
good faith, that such commission is reasonable in relation to the value
of the brokerage and/or research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of OMC or its affiliates with respect to the accounts as
to which they exercise investment discretion.  In reaching such
determination, OMC will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided
or being provided by such broker-dealer.  In demonstrating that such
determinations were made in good faith, OMC shall be prepared to show that
all commissions were allocated for purposes contemplated by this Agreement
and that the total commissions paid by the Trust over a representative
period selected by the Trust's trustees were reasonable in relation to the
benefits to the Fund.

      d.    OMC shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the
basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the
Fund for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of the Board of Trustees of the Trust and the provisions
of this paragraph 7.

      e.    The Trust recognizes that an affiliated broker-dealer: (i) may
act as one of the Fund's regular brokers so long as it is lawful for it
so to act; (ii) may be a major recipient of brokerage commissions paid by
the Trust; and (iii)  may effect portfolio transactions for the Fund only
if the commissions, fees or other remuneration received or to be received
by it are determined in accordance with procedures contemplated by any
rule, regulation or order adopted under the Investment Company Act for
determining the permissible level of such commissions.

      f.    Subject to the foregoing provisions of this paragraph 7, OMC may
also consider sales of shares of the Fund and the other funds advised by
OMC and its affiliates as a factor in the selection of broker-dealers for
its portfolio transactions.

8.    Duration.

      This Agreement will take effect on the date first set forth above,
whereupon it replaces the Prior Agreement.  Unless earlier terminated
pursuant to paragraph 10 hereof, this Agreement shall continue in effect
until December 31, 1994, and thereafter will continue in effect from year
to year, so long as such continuance shall be approved at least annually
by the Trust's Board of Trustees, including the vote of the majority of
the trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) of any
such party, cast in person at a meeting called for the purpose of voting
on such approval, or by the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the Fund
and by such a vote of the Trust's Board of Trustees.

9.    Disclaimer of Trustee or Shareholder Liability.

      OMC understands and agrees that the obligations of the Trust under
this Agreement are not binding upon any Trustee or shareholder of the
Trust or Fund personally, but bind only the Trust and the Trust's
property.  OMC represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming Trustee or shareholder
liability for acts or obligations of the Trust.

10.   Termination.

      This Agreement may be terminated: (i) by OMC at any time without
penalty upon sixty days' written notice to the Trust (which notice may be
waived by the Trust); or (ii) by the Trust at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Trust shall be directed or approved
by the vote of a majority of all of the trustees of the Trust then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Fund (as defined in the Investment Company Act).

11.   Assignment or Amendment.

      This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered without
the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Trust.  This Agreement shall
automatically and immediately terminate in the event of its "assignment,"
as defined as stated below.

12.   Definitions.

      The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.

                             OPPENHEIMER VARIABLE ACCOUNT FUNDS



                             By: _____________________________
                                 Andrew J. Donohue, Vice President


                             OPPENHEIMER MANAGEMENT CORPORATION



                             By: _______________________________               
                                  Mitchell J. Lindauer
                                  Vice President

advisory\600

EX-10

                       INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of September, 1994, by and between OPPENHEIMER
VARIABLE ACCOUNT FUNDS (hereinafter referred to as the "Trust"), and
OPPENHEIMER MANAGEMENT CORPORATION (hereinafter referred to as "OMC").

WHEREAS, the Trust is an open-end, diversified series management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is a registered investment
adviser;

WHEREAS, OPPENHEIMER STRATEGIC BOND FUND (the "Fund") is a series of the
Trust having a separate portfolio, investment policies and investment
restrictions; and

WHEREAS, the Trustees of the Trust and the shareholders of the Fund have
approved this investment advisory agreement to replace the agreement by
and between the Trust and OMC for the Fund, dated May 1, 1993 (the "Prior
Agreement"); 

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:

1.  General Provision.

    a.                          The Trust hereby employs OMC and OMC hereby
undertakes to act as the investment adviser of the Fund and to perform for
the Fund such other duties and functions as are hereinafter set forth. 
OMC shall, in all matters, give to the Fund and the Trust's Board of
Trustees the benefit of its best judgment, effort, advice and
recommendations and shall, at all times conform to, and use its best
efforts to enable the Fund to conform to: (i) the provisions of the
Investment Company Act and any rules or regulations thereunder; (ii) any
other applicable provisions of state or Federal law; (iii) the provisions
of the Declaration of Trust and By-Laws of the Trust as amended from time
to time; (iv) policies and determinations of the Board of Trustees of the
Trust; (v) the fundamental policies and investment restrictions of the
Fund as reflected in the Trust's registration statement under the
Investment Company Act or as such policies may, from time to time, be
amended by the Fund's shareholders; and (vi) the Prospectus and Statement
of Additional Information of the Trust in effect from time to time.  The
appropriate officers and employees of OMC shall be available upon
reasonable notice for consultation with any of the trustees and officers
of the Trust with respect to any matters dealing with the business and
affairs of the Trust including the valuation of portfolio securities of
the Fund which securities are either not registered for public sale or not
traded on any securities market.

2.  Investment Management.

    a.                          OMC shall, subject to the direction and
control by the Trust's Board of Trustees: (i) regularly provide investment
advice and recommendations to the Fund with respect to its investments,
investment policies and the purchase and sale of securities; (ii)
supervise continuously the investment program of the Fund and the
composition of its portfolio and determine what securities shall be
purchased or sold by the Fund; and (iii) arrange, subject to the
provisions of paragraph 7 hereof, for the purchase of securities and other
investments for  the Fund and the sale of securities and other investments
held in the portfolio of the Fund.

    b.                          Provided that the Trust shall not be
required to pay any compensation for services under this Agreement other
than as provided by the terms of this Agreement and subject to the
provisions of paragraph 7 hereof, OMC may obtain investment information,
research or assistance from any other person, firm or corporation to
supplement, update or otherwise improve its investment management
services.

    c.                          OMC shall not be liable for any loss
sustained by the Trust and/or the Fund in connection with matters to which
this Agreement relates, except a loss resulting by reason of OMC's willful
misfeasance, bad faith or gross negligence in the performance of its
duties; or by reason of its reckless disregard of its obligations and
duties under this Agreement.

    d.                          Nothing in this Agreement shall prevent OMC
or any officer thereof from acting as investment adviser for any other
person, firm or corporation and shall not in any way limit or restrict OMC
or any of its directors, officers, stockholders or employees from buying,
selling or trading any securities for its or their own account or for the
account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance
by OMC of its duties and obligations under this Agreement.

3.  Other Duties of OMC.

    OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective administration for the Fund, including the compilation
and maintenance of such records with respect to its operations as may
reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders, and the composition of such registration statements as may
be required by Federal securities laws for continuous public sale of
shares of the Fund.  OMC shall, at its own cost and expense, also provide
the Trust with adequate office space, facilities and equipment.  OMC
shall, at its own expense, provide such officers for the Fund as the
Fund's Board may request. 

4.  Allocation of Expenses.

    All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, shall be paid by the Trust, including, but not
limited to: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those associated or affiliated with OMC; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove
provided, incident to the registration under Federal securities laws of
shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund; (xi)
except as noted above, all other expenses incidental to holding meetings
of the Fund's shareholders; and (xii) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and any
legal obligation which the Trust may have on behalf of the Fund to
indemnify its officers and trustees with respect thereto.  Any officers
or employees of OMC or any entity controlling, controlled by or under
common control with OMC, who may also serve as officers, trustees or
employees of the Trust shall not receive any compensation from the Trust
for their services.  The expenses with respect to any two or more series
of the Trust shall be allocated in proportion to the net assets of the
respective series except where allocations of direct expenses can be made.

5.  Compensation of OMC.

    The Trust agrees to pay OMC on behalf of the Fund and OMC agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee computed on the aggregate net asset value of the Fund as of the close
of each business day and payable monthly at the annual rate of: .75% of
the first $200 million of average annual net assets; .72% of the next $200
million; .69% of the next $200 million; .66% of the next $200 million;
.60% of the next $200 million; and .50% of average annual net assets in
excess of $1 billion.

6.  Use of Name "Oppenheimer."

    OMC hereby grants to the Trust a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Trust and the Fund for
the duration of this Agreement and any extensions or renewals thereof. 
To the extent necessary to protect OMC's rights to the name "Oppenheimer"
under applicable law, such license shall allow OMC to inspect, and subject
to control by the Trust's Board, control the name and quality of services
offered by the Fund under such name.  Such license may, upon termination
of this Agreement, be terminated by OMC, in which event the Trust shall
promptly take whatever action may be necessary to change its name and the
name of the Fund and discontinue any further use of the name "Oppenheimer"
in the name of the Trust or the Fund or otherwise.  The name "Oppenheimer"
may be used or licensed by OMC in connection with any of its activities,
or licensed by OMC to any other party. 

7.  Portfolio Transactions and Brokerage.

    a.                          OMC is authorized, in arranging the
purchase and sale of the Fund's portfolio securities, to employ or deal
with such members of securities or commodities exchanges, brokers or
dealers (hereinafter "broker-dealers"), including "affiliated" broker-
dealers (as that term is defined in the Investment Company Act), as may,
in its best judgment, implement the policy of the Fund to obtain, at
reasonable expense, the "best execution" (prompt and reliable execution
at the most favorable security price obtainable) of the Fund's portfolio
transactions as well as to obtain, consistent with the provisions of
subparagraph (c) of this paragraph 7, the benefit of such investment
information or research as will be of significant assistance to the
performance by OMC of its investment management functions.

    b.                          OMC shall select broker-dealers to effect
the Fund's portfolio transactions on the basis of its estimate of their
ability to obtain best execution of particular and related portfolio
transactions.  The abilities of a broker-dealer to obtain best execution
of particular portfolio transaction(s) will be judged by OMC on the basis
of all relevant factors and considerations including, insofar as feasible,
the execution capabilities required by the transaction or transactions;
the ability and willingness of the broker-dealer to facilitate the Fund's
portfolio transactions by participating therein for its own account; the
importance to the Fund of speed, efficiency or confidentiality; the
broker-dealer's apparent familiarity with sources from or to whom
particular securities might be purchased or sold; as well as any other
matters relevant to the selection of a broker-dealer for particular and
related transactions of the Fund. 

    c.                          OMC shall have discretion, in the interests
of the Fund, to allocate brokerage on the Fund's portfolio transactions
to broker-dealers, other than an affiliated broker-dealer, qualified to
obtain best execution of such transactions who provide brokerage and/or
research services (as such services are defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) for the Fund and/or other accounts for
which OMC or its affiliates exercise "investment discretion" (as that term
is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and
to cause the Trust to pay such broker-dealers a commission for effecting
a portfolio transaction for the Fund that is in excess of the amount of
commission another broker-dealer adequately qualified to effect such
transaction would have charged for effecting that transaction, if OMC
determines, in good faith, that such commission is reasonable in relation
to the value of the brokerage and/or research services provided by such
broker-dealer, viewed in terms of either that particular transaction or
the overall responsibilities of OMC or its affiliates with respect to the
accounts as to which they exercise investment discretion.  In reaching
such determination, OMC will not be required to place or attempt to place
a specific dollar value on the brokerage and/or research services provided
or being provided by such broker-dealer.  In demonstrating that such
determinations were made in good faith, OMC shall be prepared to show that
all commissions were allocated for purposes contemplated by this Agreement
and that the total commissions paid by the Trust over a representative
period selected by the Trust's trustees were reasonable in relation to the
benefits to the Fund.

    d.                          OMC shall have no duty or obligation to
seek advance competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to select any
broker-dealer on the basis of its purported or "posted" commission rate
but will, to the best of its ability, endeavor to be aware of the current
level of the charges of eligible broker-dealers and to minimize the
expense incurred by the Fund for effecting its portfolio transactions to
the extent consistent with the interests and policies of the Fund as
established by the determinations of the Board of Trustees of the Trust
and the provisions of this paragraph 7.

    e.                          The Trust recognizes that an affiliated
broker-dealer: (i) may act as one of the Fund's regular brokers so long
as it is lawful for it so to act; (ii) may be a major recipient of
brokerage commissions paid by the Trust; and (iii)  may effect portfolio
transactions for the Fund only if the commissions, fees or other
remuneration received or to be received by it are determined in accordance
with procedures contemplated by any rule, regulation or order adopted
under the Investment Company Act for determining the permissible level of
such commissions.

    f.                          Subject to the foregoing provisions of this
paragraph 7, OMC may also consider sales of shares of the Fund and the
other funds advised by OMC and its affiliates as a factor in the selection
of broker-dealers for its portfolio transactions.

8.  Duration.

    This Agreement will take effect on the date first set forth above,
whereupon it replaces the Prior Agreement.  Unless earlier terminated
pursuant to paragraph 10 hereof, this Agreement shall continue in effect
until December 31, 1994, and thereafter will continue in effect from year
to year, so long as such continuance shall be approved at least annually
by the Trust's Board of Trustees, including the vote of the majority of
the trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) of any
such party, cast in person at a meeting called for the purpose of voting
on such approval, or by the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the Fund
and by such a vote of the Trust's Board of Trustees.

9.  Disclaimer of Trustee or Shareholder Liability.

    OMC understands and agrees that the obligations of the Trust under
this Agreement are not binding upon any Trustee or shareholder of the
Trust or Fund personally, but bind only the Trust and the Trust's
property.  OMC represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming Trustee or shareholder
liability for acts or obligations of the Trust.

10.    Termination.

    This Agreement may be terminated: (i) by OMC at any time without
penalty upon sixty days' written notice to the Trust (which notice may be
waived by the Trust); or (ii) by the Trust at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Trust shall be directed or approved
by the vote of a majority of all of the trustees of the Trust then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Fund (as defined in the Investment Company Act). 
This Agreement shall terminate if it is not approved by a vote of the
holders of a "majority" of the outstanding voting securities of the Fund
within two years from the date of this Agreement.

11.    Assignment or Amendment.

    This Agreement may not be amended or the rights of OMC hereunder sold,
transferred, pledged or otherwise in any manner encumbered without the
affirmative vote or written consent of the holders of the "majority" of
the outstanding voting securities of the Trust.  This Agreement shall
automatically and immediately terminate in the event of its "assignment,"
as defined in the Investment Company Act.

12.    Definitions.

    The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.

                                   OPPENHEIMER VARIABLE ACCOUNT FUNDS



                                   By: __________________________________
                                       Andrew J. Donohue, Vice President


                                   OPPENHEIMER MANAGEMENT CORPORATION



                                   By: __________________________________
                                         Mitchell J. Lindauer
                                         Vice President 




Advisory\6008

EX-10

                              INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of May, 1995, by and between OPPENHEIMER
VARIABLE ACCOUNT FUNDS (hereinafter referred to as the "Trust"), and
OPPENHEIMER MANAGEMENT CORPORATION (hereinafter referred to as "OMC").

WHEREAS, the Trust is an open-end, diversified series management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is a registered investment
adviser; and

WHEREAS, OPPENHEIMER INCOME & GROWTH FUND (the "Fund") is a series of the
Trust having a separate portfolio, investment policies and investment
restrictions; and

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:

1.    General Provision.

      a.    The Trust hereby employs OMC and OMC hereby undertakes to act
as the investment adviser of the Fund and to perform for the Fund such
other duties and functions as are hereinafter set forth.  OMC shall, in
all matters, give to the Fund and the Trust's Board of Trustees the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to: (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or Federal law; (iii) the provisions of the Declaration of Trust
and By-Laws of the Trust as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Trust; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such
policies may, from time to time, be amended by the Fund's shareholders;
and (vi) the Prospectus and Statement of Additional Information of the
Trust in effect from time to time.  The appropriate officers and employees
of OMC shall be available upon reasonable notice for consultation with any
of the trustees and officers of the Trust with respect to any matters
dealing with the business and affairs of the Trust including the valuation
of portfolio securities of the Fund which securities are either not
registered for public sale or not traded on any securities market.

2.    Investment Management.

      a.    OMC shall, subject to the direction and control by the Trust's
Board of Trustees: (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the
Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof,
for the purchase of securities and other investments for  the Fund and the
sale of securities and other investments held in the portfolio of the
Fund.

      b.    Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, OMC may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.

      c.    OMC shall not be liable for any loss sustained by the Trust
and/or the Fund in connection with matters to which this Agreement
relates, except a loss resulting by reason of OMC's willful misfeasance,
bad faith or gross negligence in the performance of its duties; or by
reason of its reckless disregard of its obligations and duties under this
Agreement.

      d.    Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OMC or any of its
directors, officers, stockholders or employees from buying, selling or
trading any securities for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities
will not adversely affect or otherwise impair the performance by OMC of
its duties and obligations under this Agreement.

3.    Other Duties of OMC.

      OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective administration for the Fund, including the compilation
and maintenance of such records with respect to its operations as may
reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders, and the composition of such registration statements as may
be required by Federal securities laws for continuous public sale of
shares of the Fund.  OMC shall, at its own cost and expense, also provide
the Trust with adequate office space, facilities and equipment.  OMC
shall, at its own expense, provide such officers for the Fund as the
Fund's Board may request. 

4.    Allocation of Expenses.

      All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, shall be paid by the Trust, including, but not
limited to: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its trustees other than
those associated or affiliated with OMC; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove
provided, incident to the registration under Federal securities laws of
shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund;  (xi)
except as noted above, all other expenses incidental to holding meetings
of the Fund's shareholders; and (xii) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and any
legal obligation which the Trust may have on behalf of the Fund to
indemnify its officers and trustees with respect thereto.  Any officers
or employees of OMC or any entity controlling, controlled by or under
common control with OMC, who may also serve as officers, trustees or
employees of the Trust shall not receive any compensation from the Trust
for their services.  The expenses with respect to any two or more series
of the Trust shall be allocated in proportion to the net assets of the
respective series except where allocations of direct expenses can be made.

5.    Compensation of OMC.

      The Trust agrees to pay OMC on behalf of the Fund and OMC agrees to
accept as full compensation for the performance of all functions and
duties on its part to be performed pursuant to the provisions hereof, a
fee computed on the aggregate net asset value of the Fund as of the close
of each business day and payable monthly at the annual rate of: .75% of
the first $200 million of average annual net assets; .72% of the next $200
million; .69% of the next $200 million; .66% of the next $200 million; and
.60% of average annual net assets in excess of $800 million.

6.    Use of Name "Oppenheimer."

      OMC hereby grants to the Trust a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Trust and the Fund for
the duration of this Agreement and any extensions or renewals thereof. 
To the extent necessary to protect OMC's rights to the name "Oppenheimer"
under applicable law, such license shall allow OMC to inspect, and subject
to control by the Trust's Board, control the name and quality of services
offered by the Fund under such name.  Such license may, upon termination
of this Agreement, be terminated by OMC, in which event the Trust shall
promptly take whatever action may be necessary to change its name and the
name of the Fund and discontinue any further use of the name "Oppenheimer"
in the name of the Trust or the Fund or otherwise.  The name "Oppenheimer"
may be used or licensed by OMC in connection with any of its activities,
or licensed by OMC to any other party. 

7.    Portfolio Transactions and Brokerage.

      a.    OMC is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions as well
as to obtain, consistent with the provisions of subparagraph (c) of this
paragraph 7, the benefit of such investment information or research as
will be of significant assistance to the performance by OMC of its
investment management functions.

      b.    OMC shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions.  The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OMC on the basis of all relevant factors
and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and
willingness of the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account; the importance
to the Fund of speed, efficiency or confidentiality; the broker-dealer's
apparent familiarity with sources from or to whom particular securities
might be purchased or sold; as well as any other matters relevant to the
selection of a broker-dealer for particular and related transactions of
the Fund. 

      c.    OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers,
other than an affiliated broker-dealer, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) for the Fund and/or other accounts for which OMC or its
affiliates exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Trust to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OMC determines, in
good faith, that such commission is reasonable in relation to the value
of the brokerage and/or research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of OMC or its affiliates with respect to the accounts as
to which they exercise investment discretion.  In reaching such
determination, OMC will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided
or being provided by such broker-dealer.  In demonstrating that such
determinations were made in good faith, OMC shall be prepared to show that
all commissions were allocated for purposes contemplated by this Agreement
and that the total commissions paid by the Trust over a representative
period selected by the Trust's trustees were reasonable in relation to the
benefits to the Fund.

      d.    OMC shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the
basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the
Fund for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of the Board of Trustees of the Trust and the provisions
of this paragraph 7.

      e.    The Trust recognizes that an affiliated broker-dealer: (i) may
act as one of the Fund's regular brokers so long as it is lawful for it
so to act; (ii) may be a major recipient of brokerage commissions paid by
the Trust; and (iii)  may effect portfolio transactions for the Fund only
if the commissions, fees or other remuneration received or to be received
by it are determined in accordance with procedures contemplated by any
rule, regulation or order adopted under the Investment Company Act for
determining the permissible level of such commissions.

      f.    Subject to the foregoing provisions of this paragraph 7, OMC may
also consider sales of shares of the Fund and the other funds advised by
OMC and its affiliates as a factor in the selection of broker-dealers for
its portfolio transactions.

8.    Duration.

      This Agreement will take effect on the date first set forth above. 
Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement
shall continue in effect until December 31, 1995, and thereafter will
continue in effect from year to year, so long as such continuance shall
be approved at least annually by the Trust's Board of Trustees, including
the vote of the majority of the trustees of the Trust who are not parties
to this Agreement or "interested persons" (as defined in the Investment
Company Act) of any such party, cast in person at a meeting called for the
purpose of voting on such approval, or by the holders of a "majority" (as
defined in the Investment Company Act) of the outstanding voting
securities of the Fund and by such a vote of the Trust's Board of
Trustees.

9.    Disclaimer of Trustee or Shareholder Liability.

      OMC understands and agrees that the obligations of the Trust under
this Agreement are not binding upon any Trustee or shareholder of the
Trust or Fund personally, but bind only the Trust and the Trust's
property.  OMC represents that it has notice of the provisions of the
Declaration of Trust of the Trust disclaiming Trustee or shareholder
liability for acts or obligations of the Trust.

10.   Termination.

      This Agreement may be terminated: (i) by OMC at any time without
penalty upon sixty days' written notice to the Trust (which notice may be
waived by the Trust); or (ii) by the Trust at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Trust shall be directed or approved
by the vote of a majority of all of the trustees of the Trust then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Fund (as defined in the Investment Company Act).

11.   Assignment or Amendment.

      This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered without
the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Trust.  This Agreement shall
automatically and immediately terminate in the event of its "assignment,"
as defined as stated below.

12.   Definitions.

      The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.

                               OPPENHEIMER VARIABLE ACCOUNT FUNDS
                                for OPPENHEIMER INCOME & GROWTH FUND
                                                


                               By: _________________________________
                                   Andrew J. Donohue, Vice President


                               OPPENHEIMER MANAGEMENT CORPORATION



                               By: _______________________________              
                                    Mitchell J. Lindauer
                                    Vice President

advisory\650