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

      The Prospectus is amended as follows:

1.    The third sentence under the paragraph captioned "Who Manages the
      Funds?" on page 3 is revised to state that the Portfolio Managers for
      Growth & Income Fund are Robert C. Doll, Jr., Bruce Bartlett and
      Diane L. Sobin.  

2.    The seventeenth, eighteenth, nineteenth and twentieth sentences of
      the paragraph captioned "Portfolio Managers" on pages 20-21 are
      replaced with the following:

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

July 1, 1995

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

The Statement of Additional Information is amended by replacing the
listing for John L. Wallace on page 23 with the following:

Robert C. Doll, Jr., Vice President; Growth & Income Fund Portfolio
Manager; Age 40
Two World Trade Center, New York, New York 10048-0203
Executive Vice President of the Manager; an officer of other
OppenheimerFunds.

Bruce Bartlett, Vice President; Growth & Income Fund Portfolio Manager;
Age: 45
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager; an officer of other OppenheimerFunds;
formerly a Vice President and Senior Portfolio Manager at First of America
Investment Corporation.

Diane L. Sobin, Vice President; Growth & Income Fund Portfolio Manager;
Age: 33
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager; an officer of other OppenheimerFunds;
formerly a Vice President and Senior Portfolio Manager at Dean Witter
InterCapital, Inc.

July 1, 1995