PANORAMA SERIES FUND INC
497, 2001-01-17
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                           PANORAMA SERIES FUND, INC.
                             Total Return Portfolio

                    Supplement dated January 2, 2001 to the
                          Prospectus dated May 1, 2000


      The Prospectus is revised as follows:

1.    The Supplement dated June 26, 2000 to the Prospectus dated May 1, 2000
      is hereby replaced.

2.    The paragraph  captioned  "Portfolio  Managers" under the section "How the
      Portfolio  is  Managed"  on  page  9 is  deleted  and  replaced  with  the
      following:

           The portfolio  managers of the Portfolio are Patrick  Bisbey and John
      Kowalik.  They are the persons  primarily  responsible  for the day-to-day
      management of the Portfolio's  investments.  Mr. Bisbey became a portfolio
      manager on March 1, 2000, and Mr.  Kowalik  became a portfolio  manager on
      June 26, 2000.  Mr.  Bisbey is a Managing  Director and Manager of Trading
      and  Portfolio   Operations  (since  June,  1992)  of  Trinity  Investment
      Management  Corporation,   a  wholly-owned  subsidiary  of  the  Manager's
      immediate  parent,  Oppenheimer  Acquisition Corp. Mr. Kowalik is a Senior
      Vice President of the Manager.  Prior to joining the Manager in July 1998,
      he was  Managing  Director  and senior  portfolio  manager for  Prudential
      Investments  Global Fixed Income  Group.  Each is a Vice  President of the
      Company.



January 2, 2001                                                     609PS.002

<PAGE>

                           PANORAMA SERIES FUND, INC.
                             Total Return Portfolio

                    Supplement dated January 2, 2001 to the
             Statement of Additional Information dated May 1, 2000

      The Statement of Additional Information is revised as follows:

1.         The  Supplement  dated June 26, 2001 to the  Statement of  Additional
           Information dated May 1, 2000 is replaced by this Supplement.

      2.   The first  sentence of the  biography  of George  Evans on page 40 is
           deleted and replaced with the following:

           George Evans,  Vice President and Portfolio Manager of International
           Growth Fund/VA, Age: 40
           Two World Trade Center, New York, NY 10048-0203

3.         The first  sentence of the  biography  of Alan  Gilston on page 40 is
           deleted and replaced with the following:

           Alan Gilston,  Vice President and Portfolio  Manager of the Small Cap
           stock  component and the  International  stock  component of LifeSpan
           Capital Appreciation  Portfolio and LifeSpan Balanced Portfolio,  and
           Portfolio  Manager  of  the  Value/Growth  and  Growth/Income   stock
           components of the LifeSpan Portfolios, Age: 41

4.         The first  sentence of the biography of John S. Kowalik on page 40 is
           deleted and replaced with the following:

           John Kowalik, Vice President and Portfolio Manager of Government
           Securities Portfolio, Total Return Portfolio and Portfolio Manager
           of the Short-Term Bonds and Government/Corporate Bonds components
           of the LifeSpan Portfolios,
           Age: 42

5.         The biographies for Messrs.  Antos, Dalzell,  Libera,  Strathearn and
           White on pages 39, 40 and 41 are hereby deleted.

January 2, 2001                                                     609PX.002



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