OPPENHEIMER SMALL CAP GROWTH FUND/VA
                 a series of Oppenheimer Variable Account Funds
                        Supplement dated January 1, 2000
                       to the Prospectus dated May 1, 1999

The Prospectus is changed as follows:

1.       The supplement dated August 30, 1999 is replaced by this supplement

2.       The second  sentence  on the cover of the  prospectus  is  deleted  and
         replaced with the following:  "The Fund invests mainly in common stocks
         of  companies  with  small  capitalizations,  described  as  "small-cap
         companies."

3. The first paragraph under the heading What Does the Fund Invest In? on page 3
is deleted and replaced with the following:

                  What  Does the Fund  Invest  In?  The Fund  invests  mainly in
                  common stocks,  but can buy other equity  securities,  such as
                  preferred stocks and securities convertible into common stock.
                  The Fund invests  primarily  in stocks of small cap  companies
                  that the Fund's investment  Manager,  OppenheimerFunds,  Inc.,
                  believes have favorable growth prospects. At present, the Fund
                  considers  an issuer to be a "small  cap  issuer"  if it has a
                  market capitalization  (described on page 5 of the prospectus)
                  of up to $1.8 billion. The market capitalization the Fund uses
                  to define "small cap  companies" may change from time to time,
                  as relative  capitalizations of issuers change. The prospectus
                  need not be updated to describe that change. The Fund measures
                  capitalization  of an  issuer  at the time  the Fund  buys the
                  security  and is not  required  to sell  the  security  if the
                  issuer's  capitalization  changes. The Fund can buy securities
                  of issuers  other than small cap companies but does not expect
                  to do so to a significant  degree.  The Fund can invest in any
                  country,   including  countries  with  developed  or  emerging
                  markets, but currently emphasizes  investments in the U.S. and
                  other developed  markets.  While some stocks the Fund buys are
                  traded   on  stock   exchanges,   the   Fund   may   focus  on
                  over-the-counter securities, which have special risks.

4. The first bullet point under "How Does the Manager Decide What  Securities to
Buy or Sell?" on page 3 is deleted and replaced with the following:

                  |_| Companies with small capitalizations,

5. The first sentence  under  "Special  Risks of Small-Cap  Stocks" on page 4 is
deleted and replaced with the  following:  "The Fund focuses its  investments on
securities of companies having a small market capitalization,  which can include
both established and newer companies."

6. The section captioned  "Portfolio Managers" on page 7 is deleted and replaced
with the following:

                  |X| Portfolio  Manager.  The Portfolio  Manager of the Fund is
                  Jay Tracey III. He has been the person principally responsible
                  for the day-to-day  management of the Fund since its inception
                  in May 1998,  and is a Vice  President  of the Fund and of the
                  Manager. He also serves as an officer and portfolio manager of
                  other  Oppenheimer  funds. He has been employed by the Manager
                  since  July 1991,  except  during  the  period  from  February
                  through  September  1994,  during  which  he  was  a  managing
                  director of another firm from February through September 1994.




January 1, 2000                                             PS0297.003