OPPENHEIMER VARIABLE ACCOUNT FUNDS
                         Supplement Dated March 16, 1998
                       to the Prospectus dated May 1, 1997

The Prospectus is amended as follows:


      1.  The  supplements  to  the  Prospectus  dated  January  1,  1998  and
February 27, 1998 are
replaced by this supplement.

      2. The third  sentence  under  the  caption  "Overview  of the Funds - Who
Manages  the  Funds?" is revised by  deleting  High Income Fund from the list of
funds  managed by David  Negri and by  deleting  Capital  Appreciation  Fund and
adding the following:

      High Income Fund, Thomas P. Reedy;
      Capital Appreciation Fund, Jay W. Tracey, III

      3. The  following  is added as a final  paragraph  under  "Can the  Funds'
Investment Objectives
Policies Change?"

      Anticipated  Change  in Bond  Fund.  The  Trust's  Board of  Trustees  has
determined  that it would be in the best interests of the  shareholders  of Bond
Fund  to  change  that  Fund's  current  investment  policies  with  respect  to
investment in investment grade bonds.  Details about this proposal are contained
in a proxy  statement sent to the Fund's  shareholders  of record on February 6,
1998,  the  record  date for the  shareholder  meeting to vote on this and other
proposals to change other  investment  policies.  There can be no assurance that
shareholders  will  approve  this  proposal.  Only  Bond Fund  shareholders  are
affected by, and vote on, this proposal.

      If the shareholders approve this proposal,  Bond Fund's primary investment
objective  would  change,  effective  May 1, 1998,  to: "to seek a high level of
current  income".  Its secondary  objective would remain "to seek capital growth
when  consistent  with its primary  objective." In addition,  Bond Fund would be
permitted to invest up to 35% of its total assets in debt securities  rated less
than investment grade,  when consistent with Bond Fund's investment  objectives,
as revised. Under normal market conditions,  Bond Fund would invest at least 65%
of its  total  assets in  investment  grade  debt  securities,  U.S.  government
securities and money market instruments.  Investment grade debt securities would
include  those  rated  in one of the  four  highest  ranking  categories  by any
nationally-recognized  rating  organization or if unrated or split-rated  (rated
investment grade and below investment grade by different rating  organizations),
determined by the Fund's investment  adviser,  OppenheimerFunds,  Inc., to be of
comparable quality.


                                                                     (continued)






      There is an  increased  credit risk that issuers of  non-investment  grade
debt  securities,  often  referred to as "junk  bonds",  may not be able to make
interest or  principal  payments as they become due.  For further  details,  see
Proposal  No. 3 in the  proxy  statement  (a copy of which  may be  obtained  by
calling  1-800-525-7048)  and "High Yield  Securities" in  Oppenheimer  Variable
Account Fund's prospectus.

      4. The first paragraph in the section captioned "How the Funds are Managed
- - Portfolio  Managers" is revised by deleting all references to High Income Fund
and by adding the following
after the sixth paragraph under that caption:

      The  Portfolio  Manager of High Income Fund is Thomas P. Reedy.  He is the
person principally  responsible for the day-to-day management of that Fund since
January 1, 1998.  During the past five years Mr. Reedy has served as a portfolio
manager  and  officer  of other  Oppenheimer  funds  and  formerly  served  as a
Securities Analyst for OFI (the "Manager").

      5. The fifth paragraph in the section captioned "How The Funds Are Managed
- - Portfolio
Managers" is replaced by the following:

      The portfolio manager of Capital  Appreciation Fund is Jay W. Tracey, III.
He has been the person principally  responsible for the day-to-day management of
that Fund's portfolio since March,  1998, and has served as a portfolio  manager
and officer of other Oppenheimer  funds.  During the past five years, Mr. Tracey
formerly served as a managing director of Buckingham Capital  Management,  prior
to which he was,  and now is, a portfolio  manager and Vice  President  of other
Oppenheimer funds and a Vice President of the Manager.

      6. The last paragraph in the section  captioned "How the Funds are Managed
- - Portfolio
Managers" is replaced by the following:

      Messrs.  Milnamow,  Negri,  Reedy and Tracey, Ms. Putnam and Ms. Warmack
are Vice
Presidents of the Manager,  Mr. Levine is an Assistant  Vice  President of the
Manager, and Messrs.
Rubinstein,  Steinmetz and Wilby are Senior Vice Presidents of the Manager. Each
of the Portfolio Managers named above is also a Vice President of the Trust.

March 16, 1998                                                 PS0600.010.0298


                       OPPENHEIMER VARIABLE ACCOUNT FUNDS
                        Supplement  dated  March 16,  1998 to the  Statement  of
         Additional Information dated May 1, 1997

The supplement to the Statement of Additional  Information dated January 1, 1998
is replaced by this  supplement.  The  Statement of  Additional  Information  is
amended as follows:

   1. The listing for Paul LaRocco on page 23 is replaced with the following:

 Jay W.  Tracey III,  Vice  President;  Capital  Appreciation  Fund  Portfolio
Manager; Age: 44
Two World Trade Center, New York, New York 10048-0203
Vice  President  of the Manager  (since  September  1994);  Vice  President  and
portfolio  manager of other  OppenheimerFunds;  formerly a Managing  Director of
Buckingham Capital Management (February  1994-September 1994), prior to which he
was Vice President and portfolio  manager of other  Oppenheimer funds and a Vice
President of the Manager (July 1991-February 1994).

   2. The listing for David P. Negri on page 23 is replaced with the following:

David P.  Negri,  Vice  President;  Bond Fund,  Multiple  Strategies  Fund and
Strategic Bond Fund
Portfolio Manager; Age: 43
Two World Trade Center, New York, New York 10048-0203
Vice  President of the Manager;  Vice  President and portfolio  manager of other
Oppenheimer funds.

Thomas P. Reedy, Vice President;  High Income Fund Portfolio Manager; Age 35 Two
World Trade Center,  New York, New York 10048-0203 Vice President of the Manager
(since June 1993);  Vice  President and portfolio  manager of other  Oppenheimer
funds; formerly a Securities Analyst for the Manager.


March 16, 1998                                                     PX0600.006

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