OPPENHEIMER VARIABLE ACCOUNT FUNDS, 497, 1999-05-04

OPPENHEIMER VARIABLE ACCOUNT FUNDS
497, 1999-05-04

Previous: AMERICAN SAFETY RAZOR CO, 4, 1999-05-04

Next: TRANSMONTAIGNE INC, 8-K, 1999-05-04

(OppenheimerFunds logo)

Oppenheimer Money Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 1999

Oppenheimer Money Fund/VA is a money market mutual fund. Its goal is to
seek the maximum current income from investments in money market securities that
is consistent with low capital risk and the maintenance of liquidity.

This Prospectus contains important information about the Fund's objective,
its investment policies, strategies and risks. Please read this Prospectus (and
your insurance product prospectus) carefully before you invest and keep them for
future reference about your account.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Fund's securities nor has it determined that this
Prospectus is accurate or complete. It is a criminal offense to represent
otherwise.

Contents

About the Fund

The Fund's Objective and Investment Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

About the Fund's Investments

How the Fund is Managed

Investing in the Fund

How to Buy and Sell Shares

Dividends and Taxes

Financial Highlights

About the Fund

The Fund's Objective and Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks maximum current income
from investment in money market securities consistent with low capital risk and
the maintenance of liquidity.

What Does the Fund Invest In? The Fund is a money market fund. It invests in a
variety of high-quality money market securities to seek current income. Money
market securities are short-term debt instruments issued by the U.S. government,
domestic and foreign corporations or financial institutions and other entities.
They include, for example, bank obligations, repurchase agreements, commercial
paper, other corporate debt obligations and government debt obligations maturing
in 397 days or less.

Who Is the Fund Designed For? The Fund's shares are available only as an
underlying investment option for certain variable annuities, variable life
insurance policies and insurance company separate accounts. The Fund is an
option under those insurance products for investors who want to earn income at
current money market rates while preserving the value of their investment,
because the Fund is managed to keep its share price stable at $1.00. The Fund
does not invest for the purpose of seeking capital appreciation or gains.

Main Risks of Investing in the Fund

All investments carry risks to some degree. Funds that invest in debt
obligations for income may be subject to credit risks and interest rate risks.
However, the Fund is a money market fund that seeks income by investing in
short-term debt securities that must meet strict credit and maturity standards
set by its Board of Trustees following special rules for money market funds
under federal law. Those rules require the Fund to maintain

o high credit quality in its portfolio,

o a short average portfolio maturity to reduce the effects of changes in
interest rates on the value of the Fund's securities and

diversification of the Fund's investments among issuers to reduce the effects of
a default by any one issuer on the value of the Fund's shares.

Even so, there are risks that one or more of the Fund's investments could
have its credit rating downgraded, or the issuer could default, or that interest
rates could rise sharply, causing the value of the investment (and the Fund's
share price) to fall. If insurance products holding Fund shares redeem them at a
rate greater than anticipated by the Manager, the Fund might have to sell
portfolio securities prior to their maturity at a loss. As a result, there is a
risk that the Fund's shares could fall below $1.00 per share. Income on
short-term securities tends to be lower than income on longer term debt
securities, so the Fund's yield will likely be lower than the yield on
longer-term fixed income funds.

The Fund's investment manager, OppenheimerFunds, Inc., tries to reduce risks by
diversifying investments and by carefully researching securities before they are
purchased. However, an investment in the Fund is not a complete investment
program. The rate of the Fund's income will vary from day to day, generally
reflecting changes in overall short-term interest rates. There is no assurance
that the Fund will achieve its investment objective.

An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.

The Fund's Past Performance

The bar chart and table below show how the Fund's returns may vary over time, by
showing changes in the Fund's performance1 from year to year for the last ten
calendar years and its average annual total returns for the 1-, 5- and 10- year
periods. Variability of returns is one measure of the risks of investing in a
money market fund. The Fund's past investment performance is not necessarily an
indication of how the Fund will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for annual total return data for bar chart.]

For the period from 1/1/99 through 3/31/99, the Fund's cumulative return (not
annualized) was 1.17%. Charges imposed by the separate accounts that invest in
the Fund are not included in the calculations of return in this bar chart, and
if those charges were included, the returns would be less than those shown.

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 2.38% (2nd Q '89) and the lowest return for a
calendar quarter was 0.77% (2nd Q'93).

- ------------------------------- ----------------------------
- ---------------------------- ----------------------------
Average Annual Total
Returns for the periods
ended December 31, 1998 1 Year 5 Years 10 Years

Oppenheimer Money 5.25% 5.10% 5.61%
Fund/VA
- ------------------------------- ----------------------------
- ---------------------------- ----------------------------

The returns in the table measure the performance of a hypothetical account
without deducting charges imposed by the separate accounts that invest in the
Fund and assume that all distributions have been reinvested in additional
shares.

The Fund's total returns should not be expected to be the same as the returns of
other Oppenheimer funds, even if both funds have the same portfolio managers
and/or similar names

The total returns are not the Fund's current yield. The Fund's current yield
more closely reflects the Fund's current earnings.

To obtain the Fund's current 7-day yield, call the Transfer Agent toll-free at
1-888-470-0861.

- -----------------

1 The Fund has two classes of shares. This Prospectus offers only the class of
shares that has no name designation, and the performance shown is for that
class. The other class of shares, Class 2, are not offered in this Prospectus.
About the Fund's Investments

The Fund's Principal Investment Policies. The Fund invests in short-term money
market securities meeting quality standards established for money market funds
under the Investment Company Act. The allocation of the Fund's portfolio among
the different types of permitted investments will vary over time based on the
Manager's evaluation of investment opportunities. The Fund's portfolio might not
always include all of the different types of investments described below. The
Statement of Additional Information contains more detailed information about the
Fund's investment policies and risks.

|X| What Types of Money Market Securities Does the Fund Invest In? The
following is a brief description of the types of money market securities the
Fund can invest in. Money market securities are high-quality, short-term debt
instruments that may be issued by the U.S. government, corporations, banks or
other entities. They may have fixed, variable or floating interest rates. All of
the Fund's investments must meet the special quality requirements set under the
Investment Company Act and described briefly below.

|_| U.S. Government Securities. These are obligations issued or guaranteed
by the U.S. government or any of its agencies or federally-chartered
corporations referred to as instrumentalities. Some are direct obligations of
the U.S. Treasury, such as Treasury bills, notes and bonds, and are supported by
the full faith and credit of the United States. That means the U.S. government
pledges its taxing power to make timely payments in interest and to repay
principal on the obligation. Other U.S. government securities, such as
pass-through certificates issued by the Government National Mortgage Association
(Ginnie Mae), are also supported by the full faith and credit of the U.S.
government.

Some U.S. government securities are supported by the right of the issuer to
borrow from the U.S. Treasury, such as obligations of Federal National Mortgage
Corporation (Fannie Mae). Others may be supported only by the credit of the
instrumentality, such as obligations of Federal Home Loan Mortgage Corporation
(Freddie Mac). The Fund's investing in U.S. government securities does not mean
that its share price or returns are guaranteed or backed by the U.S. government.

|_| Bank Obligations. The Fund can invest in time deposits, certificates of
deposit and bankers' acceptances. These investments must be:

-- obligations of a domestic bank having total assets of at least $1
billion, or

-- U.S. dollar-denominated obligations of a foreign bank with total
assets of at least U.S. $1 billion.

|_| Commercial Paper. Commercial paper is a short-term, unsecured
promissory note of a domestic or foreign company.

|_| Corporate Obligations. The Fund can invest in other short-term
corporate debt obligations, besides commercial paper.

|_| Other Money Market Obligations. The Fund can invest in other money
market obligations that are subject to repurchase agreements or guaranteed
as to their principal and interest by a domestic bank or by a corporation
whose commercial paper may be purchased by the Fund. The bank must meet
credit criteria set by the Fund's Board of Trustees.

The Fund can buy other money market instruments that its Board of
Trustees approves from time to time. They must be U.S. dollar-denominated
short-term investments that the Manager has determined to have minimal
credit risks. They also must be of "high quality" as determined by a
national rating organization. To a limited extent the Fund may buy an
unrated security that the Manager determines to have met those
qualifications.

The Fund can also purchase floating or variable rate demand notes,
asset-backed securities, and bank loan participation agreements. The Fund's
investments in them may be subject to restrictions adopted by the Board
from time to time.

|X| What are the Fund's Credit Quality and Maturity Standards? Debt
instruments, including money market instruments, are subject to credit
risk, which is the risk that the issuer might not make timely payments of
interest on the security nor repay principal when it is due. The Fund may
buy only those securities that meet standards set in the Investment Company
Act for money market funds. The Fund's Board has adopted procedures to
evaluate securities that are being considered for the Fund's portfolio and
the Manager has the responsibility to implement those procedures when
selecting investments for the Fund.

In general, those procedures require that securities be rated in one
of the two highest short-term rating categories of two national rating
organizations. At least 95% of the Fund's assets must be invested in
securities of issuers with the highest credit rating. No more than 5% of
the Fund's assets can be invested in securities with the second highest
credit rating. In some cases, the Fund can buy securities rated by one
rating organization or unrated securities that the Manager judges to be
comparable in quality to the two highest rating categories.

The procedures also limit the percentage of the Fund's assets
that can be invested in the securities of any one issuer (other than
the U.S. government, its agencies and instrumentalities), to spread
the Fund's investment risks. A security's maturity must not exceed 397
days. Finally, the Fund must maintain an average portfolio maturity of
not more than 90 days, to reduce interest rate risks.

|X| Special Portfolio Diversification Requirements. To enable a
variable annuity or variable life insurance contract based on an
insurance company separate account to qualify for favorable tax
treatment under the Internal Revenue Code, the underlying investments
must follow special diversification requirements that limit the
percentage of assets that can be invested in securities of particular
issuers. The Fund's investment program is managed to meet those
requirements, in addition to other diversification requirements under
the Internal Revenue Code and the Investment Company Act that apply to
publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could
cause earnings on a contract owner's interest in an insurance company
separate account to be taxable income. Those diversification
requirements might also limit, to some degree, the Fund's investment
decisions in a way that could reduce its performance.

|X| Can the Fund's Investment Objective and Policies Change? The
Fund's Board of Trustees can 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 Fund's investment objective is a
fundamental policy. Investment restrictions that are fundamental
policies are listed in the Statement of Additional Information. An
investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

Other Investment Strategies. To seek its objective, the Fund can also use the
investment techniques and strategies described below. The Manager might not
always use all of the different types of techniques and investments described
below. These techniques involve certain risks but are also subject to the Fund's
credit and maturity standards. The Statement of Additional Information contains
more information about some of these practices, including limitations on their
use that are designed to reduce some of the risks.

|X| Floating Rate/Variable Rate Notes. The Fund can purchase
notes that have floating or variable interest rates. Variable rates
are adjustable at stated periodic intervals. Floating rates are
adjusted automatically according to a specified market index for such
investments, such as the prime rate of a bank. If the maturity of a
note is more than 397 days, the Fund can buy it if it has a demand
feature. That feature must permit the Fund to recover the principal
amount of the note on not more than thirty days' notice at any time,
or at specified times not exceeding 397 days from the date of
purchase.

|X| Obligations of Foreign Banks and Foreign Branches of U.S.
Banks. The Fund can invest in U.S. dollar-denominated securities of
foreign banks having total assets at least equal to U.S. $1 billion.
It can also buy U.S. dollar-denominated securities of foreign branches
of U.S. banks. These securities have additional investment risks
compared to obligations of domestic branches of U.S. banks. Risks that
may affect the foreign bank's ability to pay its debt include:

|_| political and economic developments in the country in which
the bank or branch is located,

|_| imposition of withholding taxes on interest income payable on
the securities,

|_| government seizure or nationalization of foreign deposits,

|_| the establishment of exchange control regulations and

|_| the adoption of other governmental restrictions that might
limit the repayment of principal and/or payment of interest on those
securities.

Additionally, not all of the U.S. and state banking laws and
regulations that apply to domestic banks and that are designed to
protect depositors and investors apply to foreign branches of domestic
banks. None of those U.S. and state regulations apply to foreign
banks.

|X| Bank Loan Participation Agreements. The Fund may invest in bank loan
participation agreements. They represent an undivided interest in a loan made by
the issuing bank in the proportion the Fund's interest bears to the total
principal amount of the loan. In evaluating the risk of these investments, the
Fund looks to the creditworthiness of the borrower that is obligated to make
principal and interest payments on the loan.

|X| Asset-Backed Securities. The Fund can invest in asset-backed
securities. These are fractional interests in pools of consumer loans or other
trade receivables, such as credit card or auto loan receivables, which are the
obligations of a number of different parties. The income from the underlying
pool is passed through to holders, such as the Fund.

These securities may be supported by a credit enhancement, such as a letter
of credit, a guarantee (by a bank or broker) or a preference right. However, the
credit enhancement may apply only to a fraction of the security's value. If the
issuer of the security has no security interest in the assets that back the
pool, there is a risk that the Fund could lose money if the issuer defaults on
its obligation to pay interest and repay the principal.

|X| Repurchase Agreements. The Fund can enter into repurchase agreements.
In a repurchase transaction, the Fund buys a security and simultaneously sells
it to the vendor for delivery at a future date. The Fund's repurchase agreements
must be fully collateralized. However, if the vendor fails to pay the resale
price on the delivery date, the Fund might incur costs in disposing of the
collateral and might experience losses if there is any delay in its ability to
do so. There is no limit on the amount of the Fund's net assets that may be
subject to repurchase agreements of 7 days or less. It cannot invest more than
10% of its net assets in repurchase agreements maturing in more than 7 days.

|X| Illiquid and Restricted Securities. Investments may be illiquid because
there is no active trading market for them, making it difficult to value them or
dispose of them promptly at an acceptable price. Restricted securities may have
a contractual limit on resale or may require registration under federal
securities laws before they can be sold publicly. The Fund will not invest more
than 10% of its net assets in illiquid or restricted securities. That limit may
not apply to certain restricted securities that are eligible for resale to
qualified institutional purchasers. The Manager monitors holdings of illiquid
securities on an ongoing basis to determine whether to sell any holdings to
maintain adequate liquidity. Difficulty in selling a security may result in a
loss to the Fund or additional costs.

Year 2000 Risks. Because many computer software systems in use today cannot
distinguish the year 2000 from the year 1900, the markets for securities in
which the Fund invests could be detrimentally affected by computer failures
beginning January 1, 2000. Failure of computer systems used for securities
trading could result in settlement and liquidity problems for the Fund and other
investors. That failure could have a negative impact on handling securities
trades, pricing and accounting services. Data processing errors by government
issuers of securities could result in economic uncertainties, and those issuers
might incur substantial costs in attempting to prevent or fix such errors, all
of which could have a negative effect on the Fund's investments and returns.
The Manager, the Distributor and the Transfer Agent have been working on
necessary changes to their computer systems to deal with the year 2000 and
expect that their systems will be adapted in time for that event, although there
cannot be assurance of success. Additionally, the services they provide depend
on the interaction of their computer systems with those of insurance companies
with separate accounts that invest in the Fund, brokers, information services,
the Fund's Custodian and other parties. Therefore, any failure of the computer
systems of those parties to deal with the year 2000 might also have a negative
effect on the services they provide to the Fund. The extent of that risk cannot
be ascertained at this time.

How the Fund Is Managed

The Manager. The Fund's investment Manager, OppenheimerFunds, Inc., chooses the
Fund's 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
an Investment Advisory Agreement that states the Manager's responsibilities. The
Agreement sets the fees paid by the Fund to the Manager and describes the
expenses that the Fund is responsible to pay to conduct its business.

The Manager has operated as an investment adviser since 1959. The Manager
(including subsidiaries) currently manages investment companies, including other
Oppenheimer funds, with assets of more than $100 billion as of March 31, 1999,
and with more than 4 million shareholder accounts. The Manager is located at Two
World Trade Center, 34th Floor, New York, New York 10048-0203.

|X| Portfolio Manager. The portfolio managers of the Fund are Arthur J.
Zimmer and Carol E. Wolf. They are the persons principally responsible for the
day-to-day management of the Fund's portfolio. Mr. Zimmer has had that
responsibility since June 1998, and Ms.Wolf since July 1998. Each is also a Vice
President of the Fund. Mr. Zimmer is a Senior Vice President and Ms. Wolf is a
Vice President of the Manager. Each serves as an officer and portfolio manager
for other Oppenheimer funds and has been an officer of the Manager since 1990.

|X| Advisory Fees. Under the Investment Advisory Agreement, the Fund pays
the Manager an advisory fee at an annual rate that declines on additional assets
as the Fund grows: 0.450% of the first $500 million of average annual net
assets, 0.425% of the next $500 million, 0.400% of the next $500 million, and
0.375% of average annual net assets in excess of $1.5 billion. The Fund's
management fee for its last fiscal year ended December 31, 1998, was 0.45% of
the Fund's average annual net assets.

|X| Possible Conflicts of Interest. The Fund offers its shares to separate
accounts of different insurance companies that are not affiliated with each
other, as an investment for their variable annuity, variable life and other
investment product contracts. While the Fund does not foresee any disadvantages
to contract owners from these arrangements, it is possible that the interests of
owners of different contracts participating in the Fund through different
separate accounts might conflict. For example, a conflict could arise because of
differences in tax treatment.

The Fund's Board has procedures to monitor the portfolio for possible
conflicts to determine what action should be taken. If a conflict occurs, the
Board might require one or more participating insurance company separate
accounts to withdraw their investments in the Fund. That could force the Fund to
sell securities at disadvantageous prices, and orderly portfolio management
could be disrupted. Also, the Board might refuse to sell shares of the Fund to a
particular separate account, or could terminate the offering of the Fund's
shares if required to do so by law or if it would be in the best interests of
the shareholders of the Fund to do so.

Investing in the Fund

How to Buy, and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by separate
investment accounts of participating insurance companies as an underlying
investment for variable life insurance policies, variable annuity contracts or
other investment products. Individual investors cannot buy shares of the Fund
directly. Please refer to the accompanying prospectus of the participating
insurance company for information on how to select the Fund as an investment
option for that variable life insurance policy, variable annuity or other
investment product. The Fund reserves the right to refuse any purchase order
when the Manager believes it would be in the Fund's best interests to do so.

Information about your investment in the Fund through your variable annuity
contract, variable life insurance policy or other plan can be obtained only from
your participating insurance company or its servicing agent. The Fund's Transfer
Agent does not hold or have access to those records. Instructions for buying or
selling share of the Fund should be given to your insurance company or its
servicing agent, not directly to the Fund or its Transfer Agent.

|X| At What Price Are Shares Sold? Shares are sold at their offering price,
which is the net asset value per share. The net asset value will normally remain
at $1.00 per share. However, there are no guarantees that the Fund will be able
to maintain a net asset value of $1.00 per share. The Fund does not impose any
sales charge on purchases of its shares. If there are any charges imposed under
the variable annuity, variable life or other contract through which Fund shares
are purchased, they are described in the accompanying prospectus of the
participating insurance company.

The net asset value per share is determined as of the close of The New York
Stock Exchange on each day that the exchange is open for trading (referred to in
this Prospectus as a "regular business day"). The Exchange normally closes at
4:00 P.M., New York time, but may close earlier on some days. All references to
time in this Prospectus mean "New York time."

The net asset value per share is determined by dividing the value of the
Fund's net assets attributable to a class of shares by the number of shares of
that class that are outstanding. Under a policy adopted by the Fund's Board of
Trustees, the Fund uses the amortized cost method to value its securities to
determine the Fund's net asset value.

The offering price that applies to an order from a participating insurance
company is based on the next calculation of the net asset value per share that
is made after the insurance company (as the Fund's designated agent to receive
purchase orders) receives a purchase order from its contract owners to purchase
Fund shares on a regular business day, provided that the Fund receives the order
from the insurance company by 9:30 A.M. on the next regular business day at the
offices of its Transfer Agent in Denver, Colorado.

|X| Classes of Shares. The Fund offers two different classes of shares. The
class of shares offered by this Prospectus has no "name" designation. The other
class is designated as Class 2. The different classes of shares represent
investments in the same portfolio of securities but are expected to be subject
to different expenses.

This prospectus may not be used to offer or sell Class 2 shares. A
description of the Service Plans that affect only Class 2 shares of the Fund is
contained in the Fund's prospectus that offers Class 2 shares. That prospectus
may be obtained without charge by contacting any participating insurance company
that offers Class 2 shares of the Fund as an investment for its separate
accounts. You can also obtain a copy from OppenheimerFunds Distributor, Inc., by
calling toll-free at 1-888-470-0861.

How Are Shares Redeemed? As with purchases, only the participating insurance
companies that hold Fund shares in their separate accounts for the benefit of
variable annuity contracts, variable life insurance policies or other investment
products can place orders to redeem shares. Contract holders and policy holders
should not directly contact the Fund or its transfer agent to request a
redemption of Fund shares. Contract owners should refer to the withdrawal or
surrender instructions in the accompanying prospectus of the participating
insurance company.

The share price that applies to a redemption order is the next net asset
value per share that is determined after the participating insurance company (as
the Fund's designated agent) receives a redemption request on a regular business
day from its contract or policy holder, provided that the Fund receives the
order from the insurance company, generally by 9:30 a.m. the next regular
business day at the office of its Transfer Agent in Denver, Colorado. The Fund
normally sends payment by Federal Funds wire to the insurance company's account
the day after the Fund receives the order (and no later than 7 days after the
Fund's receipt of the order). Under unusual circumstances determined by the
Securities and Exchange Commission, payment may be delayed or suspended.

Dividends and Taxes

Dividends. The Fund intends to declare dividends from net investment income each
regular business day and to pay those dividends monthly on a date selected by
the Board of Trustees. To maintain a net asset value of $1.00 per share, the
Fund might withhold dividends or make distributions from capital or capital
gains. Daily dividends will not be declared or paid on newly purchased shares
until Federal Funds are available to the Fund from the purchase payment for such
shares.

All dividends (and any capital gains distributions) will be reinvested
automatically in additional Fund shares at net asset value for the participating
insurance company's separate account (unless the participating insurance company
elects to have dividends or distributions paid in cash).

Capital Gains. The Fund normally holds its securities to maturity and therefore
will not usually pay capital gains distributions. Although the Fund does not
seek capital gains, it could realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term or
long-term capital gains in March of each year. The Fund may make supplemental
distributions of dividends and capital gains following the end of its fiscal
year.

Taxes. For a discussion of the tax status of a variable annuity contract or
variable life insurance policy or other insurance investment product, please
refer to the accompanying prospectus of your participating insurance company.
Because shares of the Fund may be purchased only through variable annuity
contracts, variable life insurance policies or other insurance company separate
accounts, dividends paid by the Fund from net investment income and
distributions (if any) of its net realized short-term or long-term capital gains
will be taxable, if at all, to the participating insurance company.

This information is only a summary of certain federal income tax
information about an investment in Fund shares. You should consult with your tax
advisor or your participating insurance company about the effect of an
investment in the Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's
financial performance for the past 5 fiscal years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP, the Fund's independent
auditors, whose report, along with the Fund's financial statements, is included
in the Statement of Additional Information, which is available on request.

<PAGE>

FINANCIAL HIGHLIGHTS Year Ended December 31,
1998
1997 1996 1995 1994
=======================================================================================================================
<S> <C>
<C> <C> <C> <C>
Per Share Operating Data
Net asset value, beginning of period $1.00
$1.00 $1.00 $1.00 $1.00
- -----------------------------------------------------------------------------------------------------------------------
Income from investment operations--net
investment income and net realized gain .05
.05 .05 .06 .04
Dividends and distributions to shareholders (.05)
(.05) (.05) (.06) (.04)
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00
$1.00 $1.00 $1.00 $1.00
======
====== ====== ====== ======
=======================================================================================================================
Total Return(1) 5.25%
5.31% 5.13% 5.62% 4.25%
=======================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $151,799
$126,782 $129,719 $65,386 $89,671
- -----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $137,633
$133,707 $99,263 $75,136 $90,264
- -----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 5.12%
5.19% 5.01% 5.52% 4.18%
Expenses 0.50%
0.48% 0.49% 0.51% 0.43%

</TABLE>

1. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Total returns reflect changes
in net investment income only. Total return information does not reflect
expenses that apply at the separate account level or to related insurance
products. Inclusion of these charges would reduce the total return figures for
all periods shown.

For More Information About Oppenheimer Money Fund/VA:

The following additional information about the Fund is available without charge
upon request:

Statement of Additional Information
This document includes additional information about the Fund's investment
policies, risks, and operations. It is incorporated by reference into this
Prospectus (which means it is legally part of this Prospectus).

Annual and Semi-Annual Reports
Additional information about the Fund's investments and performance is available
in the Fund's Annual and Semi-Annual Reports to shareholders. The Annual Report
includes a discussion of market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.

How to Get More Information:

You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, and other information about the Fund:

By Telephone:
Call OppenheimerFunds Services toll-free:
1-888-470-0861

By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270

You can also obtain copies of the Statement of Additional Information and other
Fund documents and reports by visiting the SEC's Public Reference Room in
Washington, D.C. (Phone 1-800-SEC-0330) or the SEC's Internet web site at
http://www.sec.gov. Copies may be obtained upon payment of a duplicating fee by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-6009.

No one has been authorized to provide any information about the Fund or to make
any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any state
or other jurisdiction where it is unlawful to make such an offer.

SEC File No. 811-4108
PR0660.001.0599 Printed on recycled paper.

Appendix to Prospectus of
Oppenheimer Money Fund/VA
(a series of Oppenheimer Variable
Account Funds)

Graphic material included in the Prospectus of Oppenheimer Money Fund/VA
(the "Fund") under the heading "Annual Total Return (as of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund depicting the
annual total returns of a hypothetical investment in shares of the Fund for each
of the ten most recent calendar years, without deducting separate account
expenses. Set forth below are the relevant data that will appear on the bar
chart:

Calendar
Year
Ended Annual Total Returns

12/31/89 9.56%
12/31/90 7.84%
12/31/91 6.18%
12/31/92 4.03%
12/31/93 3.16%
12/31/94 4.21%
12/31/95 5.62%
12/31/96 5.13%
12/31/97 5.32%
12/31/98 5.25%

<PAGE>

(OppenheimerFunds logo)

Oppenheimer High Income Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 1999

Oppenheimer High Income Fund/VA is a mutual fund that seeks a high level of
current income. The Fund invests primarily in lower-grade, high-yield debt
securities.

Contents

About the Fund

The Fund's Objective and Investment Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

About the Fund's Investments

How the Fund is Managed

Investing in the Fund

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Fund's Objective and Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks a high level of current
income from investment in high-yield fixed income securities.

What Does the Fund Invest In? The Fund invests mainly in a variety of high-yield
fixed-income securities of domestic and foreign issuers. The Fund's investments
typically include:

o lower-grade, high-yield domestic and foreign corporate bonds and notes
(these are the main focus of the Fund's portfolio), mortgage-related securities
and asset-backed securities, preferred stocks,

o "structured" notes, foreign government bonds and notes, and

o "zero-coupon" and "step" bonds.

The Fund can invest without limit in high-yield, lower grade fixed-income
securities, commonly called "junk bonds." Lower-grade securities are below
investment-grade securities, and are rated "Baa" by Moody's Investors Service or
below "BBB" by Standard & Poor's or have comparable ratings by other
nationally-recognized rating organizations (or, in the case of unrated
securities, have comparable ratings assigned by the Fund's investment manager,
OppenheimerFunds, Inc.).

The Fund's foreign investments can include securities of issuers in
developed markets as well as emerging markets, which have special risks. The
Fund can also invest in loan participations and can use hedging instruments and
certain derivative investments, primarily mortgage-related securities and
"structured" notes, to try to increase income or to try to manage investment
risks. These investments are more fully explained in "About the Fund's
Investments," below.

|X| How Does the Manager Decide What Securities to Buy or Sell? In selecting
securities for the Fund, the Fund's portfolio managers analyze the overall
investment opportunities and risks in different market sectors, industries and
countries. The portfolio managers' overall strategy is to build a broadly
diversified portfolio of debt securities to help moderate the special risks of
investing in lower-grade, high yield debt instruments. The portfolio managers
currently focus on the factors below (some of which may vary in particular cases
and may change over time), looking for:

|_| Securities offering high current income,

|_| Issuers in industries that are currently undervalued,

|_| Issuers with strong cash flows,

|_| Changes in the business cycle that might affect corporate profits.

The Fund's diversification strategies, both with respect to securities
issued by different companies and within different industries, are intended to
reduce the volatility of the Fund's share prices while providing opportunities
for high current income.

Who Is the Fund Designed For? The Fund's shares are available only as an
investment option under certain variable annuity contracts, variable life
insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors seeking
high current income from a portfolio emphasizing lower-grade domestic and
foreign debt securities. Those investors should be willing to assume the special
risks of lower-grade debt securities. Since the Fund's income level will
fluctuate, it is not designed for investors needing an assured level of current
income. Also, the Fund does not seek capital appreciation. The Fund is designed
as a long-term investment. However, the Fund is not a complete investment
program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments in debt
securities are subject to changes in their value from a number of factors. They
include changes in general bond market movements in the U.S. and abroad (this is
referred to as "market risk"), or the change in value of particular bonds
because of an event affecting the issuer (this is known as "credit risk"). The
Fund can also invest in foreign debt securities. Therefore, it will be subject
to the risks of economic, political or other events that can affect the values
of securities of issuers in particular foreign countries. These risks are
heightened in the case of emerging market debt securities. Changes in interest
rates can also affect debt securities prices (this is known as "interest rate
risk").

These risks collectively form the risk profile of the Fund, and can affect
the value of the Fund's investments, its investment performance and its price
per share. These risks mean that you can lose money by investing in the Fund.
When you redeem your shares, they may be worth more or less than what you paid
for them.

The Fund's investment Manager, OppenheimerFunds, Inc., tries to reduce
risks by carefully researching securities before they are purchased, and in some
cases by using hedging techniques. The Fund attempts to reduce its exposure to
market risks by diversifying its investments, that is, by not holding a
substantial percentage of securities of any one issuer and by not investing too
great a percentage of the Fund's assets in any one issuer. Also, the Fund does
not concentrate 25% or more of its investments in the securities of any one
foreign government or in the debt and equity securities of companies in any one
industry.

However, changes in the overall market prices of securities and the income
they pay can occur at any time. The share price and yield of the Fund will
change daily based on changes in market prices of securities and market
conditions, and in response to other economic events. There is no assurance that
the Fund will achieve its investment objective.

|X| Credit Risk. Debt securities are subject to credit risk. Credit risk
relates to the ability of the issuer of a security to make interest and
principal payments on the security as they become due. If the issuer fails to
pay interest, the Fund's income might be reduced, and if the issuer fails to
repay principal, the value of that security and of the Fund's shares might be
reduced. The Fund's investments in debt securities, particularly high-yield,
lower-grade debt securities, are subject to risks of default.

|_| Special Risks of Lower-Grade Securities. Because the Fund can invest
without limit in securities below investment grade to seek high income and
emphasizes these securities in its investment program, the Fund's credit risks
are greater than those of funds that buy only investment-grade bonds.
Lower-grade debt securities may be subject to greater market fluctuations and
greater risks of loss of income and principal than investment-grade debt
securities. Securities that are (or that have fallen) below investment grade are
exposed to a greater risk that the issuers of those securities might not meet
their debt obligations. These risks can reduce the Fund's share prices and the
income it earns.

|X| Interest Rate Risks. The values of debt securities, including
government securities, are subject to change when prevailing interest rates
change. When interest rates fall, the values of already-issued debt securities
generally rise. When interest rates rise, the values of already-issued debt
securities generally fall, and they may sell at a discount from their face
amount. The magnitude of these fluctuations will often be greater for
longer-term debt securities than shorter-term debt securities. The Fund's share
prices can go up or down when interest rates change because of the effect of the
changes on the value of the Fund's investments in debt securities.

|X| Risks of Foreign Investing. The Fund can invest its assets without
limit in foreign debt securities and can buy securities of governments and
companies in both developed markets and emerging markets. The Fund normally
invests part of its assets in foreign securities. While foreign securities offer
special investment opportunities, there are also special risks that can reduce
the Fund's share prices and returns.

The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in that
foreign currency. Currency rate changes can also affect the distributions the
Fund makes from the income it receives from foreign securities as foreign
currency values change against the U.S. dollar. Foreign investing can result in
higher transaction and operating costs for the Fund. Foreign issuers are not
subject to the same accounting and disclosure requirements that U.S. companies
are subject to.

The value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's assets, foreign
taxes, delays in settlement of transactions, changes in governmental economic or
monetary policy in the U.S. or abroad, or other political and economic factors.

|X| Prepayment Risk. Prepayment risk occurs when the mortgages underlying a
mortgage-related security are prepaid at a rate faster than anticipated (usually
when interest rates fall) and the issuer of the security can prepay the
principal prior to the security's maturity. Mortgage-related securities that are
subject to prepayment risk, including the mortgage-related securities that the
Fund buys, generally offer less potential for gains when prevailing interest
rates decline, and have greater potential for loss than other debt securities
when interest rates rise.

The impact of prepayments on the price of a security may be difficult to
predict and may increase the volatility of the price. The Fund might have to
reinvest the proceeds of prepaid securities in new securities offering lower
yields. Additionally, the Fund can buy mortgage-related securities at a premium.
Accelerated prepayments on those securities could cause the Fund to lose the
portion of its principal investment represented by the premium the Fund paid.

|X| There are Special Risks in Using Derivative Investments. The Fund can
use derivatives to seek increased income or to try to hedge investment risks. In
general terms, a derivative investment is an investment contract whose value
depends on (or is derived from) the value of an underlying asset, interest rate
or index. Options, futures, interest rate swaps, structured notes and
mortgage-related securities are examples of derivatives the Fund can use.

If the issuer of the derivative does not pay the amount due, the Fund can
lose money on the investment. Also, the underlying security or investment on
which the derivative is based, and the derivative itself, might not perform the
way the Manager expected it to perform. If that happens, the Fund's share price
could decline or the Fund could get less income than expected. The Fund has
limits on the amount of particular types of derivatives it can hold. However,
using derivatives can cause the Fund to lose money on its investment and/or
increase the volatility of its share prices.

How Risky is the Fund Overall? In the short term, the values of debt securities
can fluctuate substantially because of interest rate changes. Foreign debt
securities, particularly those of issuers in emerging markets, and high yield
securities can be volatile, and the price of the Fund's shares can go up and
down substantially because of events affecting foreign markets or issuers or
events affecting the high yield market. The Fund's security diversification
strategy may help cushion the Fund's shares prices from that volatility, but
debt securities are subject to other credit and interest rate risks that can
affect their values and the share prices of the Fund. The Fund generally has
more risks than bond funds that focus on U. S. government securities and
investment-grade bonds but may be less volatile than funds that focus solely on
investments in a single foreign sector, such as emerging markets.

An investment in the Fund is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund, by showing changes in the Fund's performance1 from year to year for
the last ten calendar years and by showing how the average annual total returns
of the Fund's shares compare to those of a broad-based market index. The Fund's
past investment performance is not necessarily an indication of how the Fund
will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

- ------------------------
1 The Fund has two classes of shares. This Prospectus offers only the class of
shares that has no name designation, and the performance shown is for that
class. The other class of shares, Class 2 shares, is not offered in this
Prospectus. <PAGE>

For the period from 1/1/99 through 3/31/99, the Fund's cumulative return (not
annualized) was 3.51%. Charges imposed by the separate accounts that invest in
the Fund are not included in the calculations of return in this bar chart, and
if those charges were included, the returns would be less than those shown.

During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 13.07% (1st Q '91) and the lowest return (not
annualized) for a calendar quarter was -7.12% (3rd Q '98).

Average Annual Total Returns
for the periods ended 1 Year 5 Years 10 Years
December 31, 1998

Oppenheimer High Income 0.31% 8.62% 12.71%
Fund/VA

Merrill Lynch High Yield 3.66%b 9.01% 11.08%
Master Index

The Fund's returns in the table measure the performance of a hypothetical
account without deducting charges imposed by the separate accounts that invest
in the Fund and assume that all dividends and capital gains distributions have
been reinvested in additional shares. Because the Fund invests mainly in high
yield corporate bonds, the Fund's performance is compared to the Merrill Lynch
High Yield Master Index, an unmanaged index of U.S. corporate and government
bonds that is a measure of the performance of the high-yield corporate bond
market. However, it must be remembered that the index performance reflects the
reinvestment of income but does not consider the effects of transaction costs.
Also, the Fund may have investments that vary from the index.

The Fund's total returns should not be expected to be the same as the returns of
other Oppenheimer funds, even if both funds have the same portfolio managers
and/or similar names.

About the Fund's Investments

The Fund's Principal Investment Policies. The allocation of the Fund's portfolio
among the different types of permitted investments will vary over time based
upon the evaluation of economic and market trends by the Manager. The Fund's
portfolio might not always include all of the different types of investments
described below. The Statement of Additional Information contains more details
about the Fund's investment policies and risks.

A debt security is essentially a loan by the buyer to the issuer of the
debt security. The issuer promises to pay back the principal amount of the loan
and normally pays interest, at a fixed or variable rate, on the debt while it is
outstanding. The debt securities the Fund buys may be rated by nationally
recognized rating organizations or they may be unrated securities assigned an
equivalent rating by the Manager. While the Fund's investments may be investment
grade or below investment grade in credit quality, it is expected to invest
mainly in lower-grade securities, commonly called "junk bonds." They typically
offer higher yields than investment-grade bonds, because investors assume
greater risks of default of these securities. The ratings definitions of the
principal national rating organizations is included in Appendix A to the
Statement of Additional Information.

The Fund has no limit on the range of maturity of the debt securities
it can buy, and therefore may hold obligations with short, medium or
long-term maturities. However, longer term securities typically offer
higher yields than shorter-term securities and therefore the Fund will
focus on longer-term debt to seek higher income. However, longer-term
securities fluctuate more in price when interest rates change than
shorter-term securities.

|X| High-Yield, Lower-Grade Fixed-Income Securities of U.S. Issuers.
There are no restrictions on the amount of the Fund's assets that can be
invested in debt securities below investment grade. The Fund can invest in
securities rated as low as "C" or "D", in unrated bonds or bonds which are
in default at the time the Fund buys them. While securities rated "Baa" by
Moody's or "BBB" by S&P are considered "investment grade," they have some
speculative characteristics.

The Manager does not rely solely on ratings issued by rating
organizations when selecting investments for the Fund. The Fund can buy
unrated securities that offer high current income. The Manager may assign a
rating to an unrated security that is equivalent to the rating of a rated
security that the Manager believes offers comparable yields and risks.

While investment-grade securities are subject to risks of non-payment
of interest and principal, generally, higher yielding lower-grade bonds,
whether rated or unrated, have greater risks than investment-grade
securities. They may be subject to greater market fluctuations and risk of
loss of income and principal than investment-grade securities. There may be
less of a market for them and therefore they may be harder to sell at an
acceptable price. There is a relatively greater possibility that the
issuer's earnings may be insufficient to make the payments of interest and
principal due on the bonds.

These risks mean that the Fund may not achieve the expected income
from lower-grade securities, and that the Fund's net asset value per share
may be affected by declines in value of these securities.

|X| CMOs and Mortgage-Backed Securities. The Fund can invest a
substantial portion of its assets in mortgage-backed securities issued by
private issuers, which do not offer the credit backing of U.S. government
securities. Primarily these include multi-class debt or pass-through
certificates secured by mortgage loans. They may be issued by banks,
savings and loans, mortgage bankers and other non-governmental issuers.
Private issuer mortgage-backed securities are subject to the credit risks
of the issuers (as well as the interest rate risks and prepayment risks of
CMOs, discussed above), although in some cases they may be supported by
insurance or guarantees.

|X| Mortgage-Related U.S. Government Securities. The Fund can buy
interests in pools of residential or commercial mortgages, in the form of
collateralized mortgage obligations ("CMOs") and other "pass-through"
mortgage securities. CMOs that are U.S. government securities have
collateral to secure payment of interest and principal. They may be issued
in different series each having different interest rates and maturities.
The collateral is either in the form of mortgage pass-through certificates
issued or guaranteed by a U.S. agency or instrumentality or mortgage loans
insured by a U.S. government agency. The Fund can have substantial amounts
of its assets invested in mortgage-related U.S. government securities.

The prices and yields of CMOs are determined, in part, by assumptions
about the cash flows from the rate of payments of the underlying mortgages.
Changes in interest rates may cause the rate of expected prepayments of
those mortgages to change. In general, prepayments increase when general
interest rates fall and decrease when interest rates rise.

If prepayments of mortgages underlying a CMO occur faster than
expected when interest rates fall, the market value and yield of the CMO
could be reduced. Additionally, the Fund may have to reinvest the
prepayment proceeds in other securities paying interest at lower rates,
which could reduce the Fund's yield.

|X| Asset-Backed Securities. The Fund can buy asset-backed securities,
which are fractional interests in pools of loans collateralized by the
loans or other assets or receivables. They are issued by trusts and special
purpose corporations that pass the income from the underlying pool to the
buyer of the interest. These securities are subject to the risk of default
by the issuer as well as by the borrowers of the underlying loans in the
pool.

|X| Foreign Debt Securities. The Fund can buy debt securities issued
by foreign governments and companies, as well as "supra-national" entities,
such as the World Bank. The Fund will not invest 25% or more of its total
assets in debt securities of any one foreign government or in debt
securities of companies in any one industry. The Fund has no requirements
as to the maturity range of the foreign debt securities it can buy, or as
to the market capitalization range of the issuers of those securities.

The Fund's foreign debt investments can be denominated in U.S. dollars
or in foreign currencies. The Fund will buy foreign currency only in
connection with the purchase and sale of foreign securities and not for
speculation.

|_| Special Risks of Emerging and Developing Markets. Securities of
issuers in emerging and developing markets may offer special investment
opportunities but present risks not found in more mature markets. Those
securities may be more difficult to sell at an acceptable price and their
prices may be more volatile than securities of issuers in more developed
markets. They may be very speculative. Settlements of trades may be subject
to greater delays so that the Fund may not receive the proceeds of a sale
of a security on a timely basis.

These countries might have less developed trading markets and
exchanges. Emerging market countries may have less developed legal and
accounting systems, and investments may be subject to greater risks of
government restrictions on withdrawing the sales proceeds of securities
from the country. Economies of developing countries may be more dependent
on relatively few industries that may be highly vulnerable to local and
global changes. Governments may be more unstable and present greater risks
of nationalization or restrictions on foreign ownership of stocks of local
companies.

|X| "Structured" Notes. The Fund can buy "structured" notes, which are
specially-designed derivative debt investments. Their principal payments or
interest payments are linked to the value of an index (such as a currency
or securities index) or commodity. The terms of the instrument may be
"structured" by the purchaser (the Fund) and the borrower issuing the note.

The principal and/or interest payments depend on the performance of
one or more other securities or indices, and the values of these notes will
therefore fall or rise in response to the changes in the values of the
underlying security or index. They are subject to both credit and interest
rate risks and therefore the Fund could receive more or less than it
originally invested when the notes mature, or it might receive less
interest than the stated coupon payment if the underlying investment or
index does not perform as anticipated. Their values may be very volatile
and they may have a limited trading market, making it difficult for the
Fund to sell its investment at an acceptable price.

|X| Special Portfolio Diversification Requirements. To enable a
variable annuity or variable life insurance contract based on an insurance
company separate account to qualify for favorable tax treatment under the
Internal Revenue Code, the underlying investments must follow special
diversification requirements that limit the percentage of assets that can
be invested in securities of particular issuers. The Fund's investment
program is managed to meet those requirements, in addition to other
diversification requirements under the Internal Revenue Code and the
Investment Company Act that apply to publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could cause
earnings on a contract owner's interest in an insurance company separate
account to be taxable income. Those diversification requirements might also
limit, to some degree, the Fund's investment decisions in a way that could
reduce its performance.

|X| Can the Fund's Investment Objective and Policies Change? The
Fund's Board of Trustees can change non-fundamental investment 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 Fund's investment objective is a fundamental
policy. Investment restrictions that are fundamental policies are listed in
the Statement of Additional Information. An investment policy is not
fundamental unless this Prospectus or the Statement of Additional
Information says that it is.

|X| Portfolio Turnover. The Fund may engage in short-term trading to
try to achieve its objective and is expected to have a portfolio turnover
rate over 100% annually. Portfolio turnover affects brokerage and
transaction costs the Fund pays. The Financial Highlights table below shows
the Fund's portfolio turnover rates during prior fiscal years.

|X| U.S. Government Securities. The Fund can invest in securities
issued or guaranteed by the U.S. Treasury or other government agencies or
federally-chartered corporate entities referred to as "instrumentalities."
These are referred to as "U.S. government securities" in this Prospectus.

|_| U.S. Treasury Obligations. These include Treasury bills (which
have maturities of one year or less when issued), Treasury notes (which
have maturities of from one to ten years), and Treasury bonds (which have
maturities of more than ten years). Treasury securities are backed by the
full faith and credit of the United States as to timely payments of
interest and repayments of principal. The Fund can also buy U. S. Treasury
securities that have been "stripped" of their coupons by a Federal Reserve
Bank, zero-coupon U.S. Treasury securities described below, and Treasury
Inflation-Protection Securities ("TIPS").

|_| Obligations of U.S. Government Agencies or Instrumentalities.
These include direct obligations and mortgage-related securities that have
different levels of credit support from the U.S. government. Some are
supported by the full faith and credit of the U.S. government, such as
Government National Mortgage Association pass-through mortgage certificates
(called "Ginnie Maes"). Some are supported by the right of the issuer to
borrow from the U.S. Treasury under certain circumstances, such as Federal
National Mortgage Association bonds ("Fannie Maes"). Others are supported
only by the credit of the entity that issued them, such as Federal Home
Loan Mortgage Corporation obligations ("Freddie Macs").

|X| Zero-Coupon and "Stripped" Securities. Some of the government and
corporate debt securities the Fund buys are zero-coupon bonds that pay no
interest. They are issued at a substantial discount from their face value.
"Stripped" securities are the separate income or principal components of a
debt security. Some CMOs or other mortgage-related securities may be
stripped, with each component having a different proportion of principal or
interest payments. One class might receive all the interest and the other
all the principal payments.

Zero-coupon and stripped securities are subject to greater
fluctuations in price from interest rate changes than conventional
interest-bearing securities. The Fund may have to pay out the imputed
income on zero-coupon securities without receiving the actual cash
currently. Interest-only securities are particularly sensitive to changes
in interest rates.

The values of interest-only mortgage-related securities are also very
sensitive to prepayments of underlying mortgages. Principal-only securities
are also sensitive to changes in interest rates. When prepayments tend to
fall, the timing of the cash flows to these securities increases, making
them more sensitive to changes in interest rates. The market for some of
these securities may be limited, making it difficult for the Fund to
dispose of its holdings at an acceptable price. The Fund can invest up to
50% of its total assets in zero-coupon securities issued by either the U.S.
Treasury or companies.

|X| Participation Interests in Loans. These securities represent an
undivided fractional interest in a loan obligation by a borrower. They are
typically purchased from banks or dealers that have made the loan or are
members of the loan syndicate. The loans may be to foreign or U.S.
companies. The Fund does not invest more than 5% of its net assets in
participation interests of any one borrower. They are subject to the risk
of default by the borrower. If the borrower fails to pay interest or repay
principal, the Fund can lose money on its investment.

|X| Preferred Stock. Unlike common stock, preferred stock typically
has a stated dividend rate. Preferred stock dividends may be cumulative
(they remain a liability of the company until they are paid) or
non-cumulative. When interest rates rise, the value of preferred stock
having a fixed dividend rate tends to fall. The right to payment of
dividends on preferred stock is generally subordinate to the rights of a
corporation's debt securities.

|X| "When-Issued" and "Delayed-Delivery" Transactions. The Fund can
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 might be a risk of loss to the Fund
if the value of the security declines prior to the settlement date. No
income accrues to the Fund on a when-issued security until the Fund
receives the security on settlement of the trade.

|X| Illiquid and Restricted Securities. Investments may be illiquid
because there is no active trading market for them, 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 its resale or which
cannot be sold publicly until it is registered under the Securities Act of
1933. The Fund will not invest more than 15% of its net assets in illiquid
or restricted securities. Certain restricted securities that are eligible
for resale to qualified institutional purchasers may not be subject to that
limit. The Manager monitors holdings of illiquid securities on an ongoing
basis to determine whether to sell any holdings to maintain adequate
liquidity.

Markets underlying securities and indices may move in a direction not
anticipated by the Manager. Interest rate and stock market changes in the
U.S. and abroad may also influence the performance of derivatives. As a
result of these risks the Fund could realize less principal or income from
the investment than expected. Certain derivative investments held by the
Fund may be illiquid.

|X| Hedging. The Fund can buy and sell certain kinds of futures
contracts, put and call options, forward contracts and options on futures
and broadly-based securities indices. These are all referred to as "hedging
instruments." The Fund does not use hedging instruments for speculative
purposes, and has limits on its use of them. The Fund is not required to
use hedging instruments in seeking its goal.

The Fund could buy and sell options, futures and forward contracts for
a number of purposes. It might do so to try to manage its exposure to the
possibility that the prices of its portfolio securities may decline, or to
establish a position in the securities market as a temporary substitute for
purchasing individual securities. It might do so to try to manage its
exposure to changing interest rates.

Options trading involves the payment of premiums and has special tax
effects on the Fund. There are also special risks in particular hedging
strategies. For example, if a covered call written by the Fund is exercised
on an investment that has increased in value, the Fund will be required to
sell the investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call price. In
writing a put, there is a risk that the Fund may be required to buy the
underlying security at a disadvantageous price.

If the Manager used a hedging instrument at the wrong time or judged
market conditions incorrectly, the strategy could reduce the Fund's return.
The 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.

Temporary Defensive Investments. For cash management purposes, the Fund may
hold cash equivalents such as commercial paper, repurchase agreements,
Treasury bills and other short-term U.S. government securities. In times of
adverse or unstable market or economic conditions, the Fund can invest up
to 100% of its assets in temporary defensive investments. These would
ordinarily be U. S. government securities, highly-rated commercial paper,
bank deposits or repurchase agreements. To the extent the Fund invests
defensively in these securities, it might not achieve its investment
objective.

The Manager, the Distributor and the Transfer Agent have been working
on necessary changes to their computer systems to deal with the year 2000
and expect that their systems will be adapted in time for that event,
although there cannot be assurance of success. Additionally, the services
they provide depend on the interaction of their computer systems with those
of insurance companies with separate accounts that invest in the Fund,
brokers, information services, the Fund's Custodian and other parties.
Therefore, any failure of the computer systems of those parties to deal
with the year 2000 might also have a negative effect on the services they
provide to the Fund. The extent of that risk cannot be ascertained at this
time.

How the Fund Is Managed

The Manager. The Fund's investment Manager, OppenheimerFunds, Inc.,
chooses the Fund's 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 an Investment Advisory Agreement that states the
Manager's responsibilities. The Agreement sets the fees paid by the Fund to
the Manager and describes the expenses that the Fund is responsible to pay
to conduct its business.

The Manager has operated as an investment adviser since 1959. The
Manager (including subsidiaries) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $100 billion as
of March 31, 1999, and with more than 4 million shareholder accounts. The
Manager is located at Two World Trade Center, 34th Floor, New York, New
York 10048-0203.

|X| Portfolio Managers. The portfolio managers of the Fund are Thomas
P. Reedy and David P. Negri. They are the persons principally responsible
for the day-to-day management of the Fund's portfolio, Mr. Reedy since
January 1998 and Mr. Negri since May 1999. Both are Vice Presidents of the
Fund, and Mr. Reedy is Vice President and Mr. Negri is Senior Vice
President of the Manager. They also serve as officers and portfolio
managers for other Oppenheimer funds. Mr. Negri has been employed by the
Manager since June 1989, Mr. Reedy since 1993.

|X| Advisory Fees. Under the Investment Advisory Agreement, the Fund
pays the Manager an advisory fee at an annual rate that declines on
additional assets as the Fund grows: 0.75% of the first $200 million of
average annual 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% on the next $200
million and 0.50% of average annual net assets over $1 billion. The Fund's
management fee for its last fiscal year ended December 31, 1998, was 0.74%
of the Fund's average annual net assets.

|X| Possible Conflicts of Interest. The Fund offers its shares to
separate accounts of different insurance companies that are not affiliated
with each other, as an investment for their variable annuity, variable life
and other investment product contracts. While the Fund does not foresee any
disadvantages to contract owners from these arrangements, it is possible
that the interests of owners of different contracts participating in the
Fund through different separate accounts might conflict. For example, a
conflict could arise because of differences in tax treatment.

The Fund's Board has procedures to monitor the portfolio for possible
conflicts to determine what action should be taken. If a conflict occurs,
the Board might require one or more participating insurance company
separate accounts to withdraw their investments in the Fund. That could
force the Fund to sell securities at disadvantageous prices, and orderly
portfolio management could be disrupted. Also, the Board might refuse to
sell shares of the Fund to a particular separate account, or could
terminate the offering of the Fund's shares if required to do so by law or
if it would be in the best interests of the shareholders of the Fund to do
so.

Investing in the Fund

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by
separate investment accounts of participating insurance companies as an
underlying investment for variable life insurance policies, variable
annuity contracts or other investment products. Individual investors cannot
buy shares of the Fund directly. Please refer to the accompanying
prospectus of the participating insurance company for information on how to
select the Fund as an investment option for that variable life insurance
policy, variable annuity or other investment product. The Fund reserves the
right to refuse any purchase order when the Manager believes it would be in
the Fund's best interests to do so.

Information about your investment in the Fund through your variable annuity
contract, variable life insurance policy or other plan can be obtained only from
your participating insurance company or its servicing agent. The Fund's Transfer
Agent does not hold or have access to those records. Instructions for buying or
selling shares of the Fund should be given to your insurance company or its
servicing agent, not directly to the Fund or its Transfer Agent.

|X| At What Price Are Shares Sold? Shares are sold at their offering
price, which is the net asset value per share. The Fund does not impose any
sales charge on purchases of its shares. If there are any charges imposed
under the variable annuity, variable life or other contract through which
Fund shares are purchased, they are described in the accompanying
prospectus of the participating insurance company.

The net asset value per share is determined as of the close of The New
York Stock Exchange on each day that the exchange is open for trading
(referred to in this Prospectus as a "regular business day"). The Exchange
normally closes at 4:00 P.M., New York time, but may close earlier on some
days. All references to time in this Prospectus mean "New York time."

The net asset value per share is determined by dividing the value of
the Fund's net assets attributable to a class of shares by the number of
shares of that class that are outstanding. The Fund's Board of Trustees has
established procedures to value the Fund's securities to determine the
Fund's net asset value, in general based on market values. The Board has
adopted special procedures for valuing illiquid and restricted securities
and securities for which market values cannot be readily obtained. Because
some foreign securities trade in markets and on exchanges that operate on
weekends and U.S. holidays, the values of some of the Fund's foreign
investments might change significantly on days when shares of the Fund
cannot be purchased or redeemed.

The offering price that applies to an order from a participating
insurance company is based on the next calculation of the net asset value
per share that is made after the insurance company (as the Fund's
designated agent to receive purchase orders) receives a purchase order from
its contract owners to purchase Fund shares on a regular business day,
provided that the Fund receives the order from the insurance company,
generally by 9:30 A.M. on the next regular business day at the offices of
its Transfer Agent in Denver, Colorado.

|X| Classes of Shares. The Fund offers two different classes of
shares. The class of shares offered by this Prospectus has no "name"
designation. The other class is designated as Class 2. The different
classes of shares represent investments in the same portfolio of securities
but are expected to be subject to different expenses and will likely have
different share prices.

This Prospectus may not be used to offer or sell Class 2 shares. A
description of the Service Plans that affect only Class 2 shares of the
Fund is contained in the Fund's prospectus that offers Class 2 shares. That
prospectus may be obtained without charge by contacting any participating
insurance sponsor that offers Class 2 shares of the Funds as an investment
for its separate accounts. You can also obtain a copy from OppenheimerFunds
Distributor, Inc., by calling toll-free 1-888-470-0861.

How Are Shares Redeemed? As with purchases, only the participating
insurance companies that hold Fund shares in their separate accounts for
the benefit of variable annuity contracts, variable life insurance policies
or other investment products can place orders to redeem shares. Contract
holders and policy holders should not directly contact the Fund or its
transfer agent to request a redemption of Fund shares. Contract owners
should refer to the withdrawal or surrender instructions in the
accompanying prospectus of the participating insurance company.

The share price that applies to a redemption order is the next net
asset value per share that is determined after the participating insurance
company (as the Fund's designated agent) receives a redemption request on a
regular business day from its contract or policy holder, provided that the
Fund receives the order from the insurance company by 9:30 A.M. the next
regular business day at the office of its Transfer Agent in Denver,
Colorado. The Fund normally sends payment by Federal Funds wire to the
insurance company's account the day after the Fund receives the order (and
no later than 7 days after the Fund's receipt of the order). Under unusual
circumstances determined by the Securities and Exchange Commission, payment
may be delayed or suspended.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class
of shares from net investment income on an annual basis, and to pay those
dividends in March on a date selected by the Board of Trustees. The Fund
has no fixed dividend rate and cannot guarantee that it will pay any
dividends.

Capital Gains. The Fund may realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term
or long-term capital gains in March of each year. The Fund may make
supplemental distributions of dividends and capital gains following the end
of its fiscal year. There can be no assurance that the Fund will pay any
capital gains distributions in a particular year.

Taxes. For a discussion of the tax status of a variable annuity contract, a
variable life insurance policy or other investment product of a
participating insurance company, please refer to the accompanying
prospectus of your participating insurance company. Because shares of the
Fund may be purchased only through insurance company separate accounts for
variable annuity contracts, variable life insurance policies or other
investment products, dividends paid by the Fund from net investment income
and distributions (if any) of net realized short-term and long-term capital
gains will be taxable, if at all, to the participating insurance company.

This information is only a summary of certain federal income tax
information about an investment in Fund shares. You should consult with
your tax advisor or your participating insurance company representative
about the effect of an investment in the Fund under your contract or
policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the
Fund's financial performance for the past 5 fiscal years. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned
(or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by Deloitte
& Touche LLP, the Fund's independent auditors, whose report, along with the
Fund's financial statements, is included in the Statement of Additional
Information, which is available on request.

<PAGE>

Total income (loss) from investment operations .05
1.31 1.55 1.92 (.33)
- ----------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:

Dividends from net investment income (.25)
(.91) (1.05) (1.08) (.66)
Distributions from net realized gain (.30)
(.01) -- -- (.24)
-------
- -------- ------- ------- ------

Total dividends and distributions to shareholders (.55)
(.92) (1.05) (1.08) (.90)
- ----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $11.02
$11.52 $11.13 $10.63 $9.79
=======
======= ======= ======= ======
================================================================================================================
Total Return, at Net Asset Value(1) 0.31%
12.21% 15.26% 20.37% (3.18)%
================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in thousands) $328,563
$291,323 $191,293 $133,451 $95,698
- ----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $322,748
$223,617 $157,203 $115,600 $101,096
- ----------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 8.65%
8.88% 9.18% 9.81% 9.15%
Expenses 0.78%
0.82% 0.81% 0.81% 0.67%
- ----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(2) 161.4%
167.6% 125.0% 107.1% 110.1%
</TABLE>

1. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal
period. Total returns are not annualized for periods of less than one full
year. Total return information does not reflect expenses that apply at the
separate account level or to related insurance products. Inclusion of these
charges would reduce the total return figures for all periods shown. 2. The
lesser of purchases or sales of portfolio securities for a period, divided
by the monthly average of the market value of portfolio securities owned
during the period. Securities with a maturity or expiration date at the
time of acquisition of one year or less are excluded from the calculation.
Purchases and sales of investment securities (excluding short-term
securities) for the period ended December 31, 1998 were $537,018,561 and
$428,828,226, respectively.

For More Information About Oppenheimer High Income Fund/VA:

The following additional information about the Fund is available without charge
upon request:

Annual and Semi-Annual Reports
Additional information about the Fund's investments and performance is
available in the Fund's Annual and Semi-Annual Reports to shareholders. The
Annual Report includes a discussion of market conditions and investment
strategies that significantly affected the Fund's performance during its
last fiscal year.

How to Get More Information:

You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, and other information about the Fund:
By Telephone:
Call OppenheimerFunds Services toll-free:
1-888-470-0861

By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270

You can also obtain copies of the Statement of Additional Information and
other Fund documents and reports by visiting the SEC's Public Reference
Room in Washington, D.C. (Phone 1-800-SEC-0330) or the SEC's Internet web
site at http://www.sec.gov. Copies may be obtained upon payment of a
duplicating fee by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-6009.

No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in
this Prospectus. This Prospectus is not an offer to sell shares of the
Fund, nor a solicitation of an offer to buy shares of the Fund, to any
person in any state or other jurisdiction where it is unlawful to make such
an offer.

SEC File No. 811-4108
PR0640.001.0599 Printed on recycled paper.

Appendix to Prospectus of
Oppenheimer High Income Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer
High Income Fund/VA (the "Fund") under the heading "Annual Total
Return (as of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund
depicting the annual total returns of a hypothetical $10,000
investment in shares of the Fund for each of the ten most recent
calendar years, without deducting separate account expenses. Set
forth below are the relevant data that will appear on the bar
chart:

Calendar
Year
Ended Annual Total Returns

12/31/89 4.84%
12/31/90 4.65%
12/31/91 33.91%
12/31/92 17.92%
12/31/93 26.34%
12/31/94 -3.18%
12/31/95 20.37%
12/31/96 15.25%
12/31/97 12.22%
12/31/98 0.31%

<PAGE>

(OppenheimerFunds logo)

Oppenheimer Bond Fund/VA
A Series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 1999

Oppenheimer Bond Fund/VA is a mutual fund that seeks a high level of
current income as its primary goal. As a secondary goal, the Fund seeks
capital appreciation when consistent with its goal of high current income.
The Fund invests mainly in investment grade debt securities.

Shares of the Fund are sold only as the underlying investment for
variable life insurance policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for the insurance product
you have selected accompanies this Prospectus and explains how to select
shares of the Fund as an investment under that insurance product. This
Prospectus contains important information about the Fund's objective, its
investment policies, strategies and risks. Please read this Prospectus (and
your insurance product prospectus) carefully before you invest and keep
them for future reference about your account.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Fund's securities nor has it determined that
this Prospectus is accurate or complete. It is a criminal offense to
represent otherwise.

Contents

About the Fund

The Fund's Objectives and Investment Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

About the Fund's Investments

How the Fund is Managed

Investing in the Fund

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Fund's Objectives and Investment Strategies

What Are the Fund's Investment Objectives? The Fund's main objective is to
seek a high level of current income. As a secondary objective, the Fund
seeks capital appreciation when consistent with its primary objective.

What Does the Fund Invest In? Normally, the Fund invests at least 65% of its
total assets in investment-grade debt securities, U.S. Government securities and
money market instruments. The investment-grade debt securities the Fund invests
in can include the following types of obligations, which in general are referred
to as "bonds":

o short-, medium- and long-term foreign and U.S. government bonds and notes, o
domestic and foreign corporate debt obligations, o collateralized mortgage
obligations (CMOs), o other mortgage-related securities and asset-backed
securities, o participation interests in loans, o "structured" notes, and o
other debt obligations.

The Fund's investments in U.S. government securities include
securities issued or guaranteed by the U.S. government or its agencies or
federally-chartered corporate entities referred to as "instrumentalities."
These include mortgage-related U.S. government securities and CMOs.

There is no set percentage allocation of the Fund's assets among the
types of securities the Fund buys to meet the 65% investment requirement,
but currently the Fund focuses mainly on U.S. government securities, CMOs,
and investment-grade debt securities to do so because they currently offer
higher yields than money market instruments. However, if market conditions
change, the Fund's portfolio managers may change the relative allocation of
the Fund's assets.

The Fund has no limitations on the range of maturities of the debt
securities in which it can invest and therefore may hold bonds with short-,
medium- or long-term maturities. The Fund's investments in debt securities
can include "zero coupon" securities and securities that have been
"stripped" of their interest coupons. The Fund can invest up to 35% of its
total assets in high yield debt securities and other debt securities that
are below investment grade (commonly referred to as "junk bonds") and other
investments such as preferred stock.

The Fund can also use hedging instruments and certain derivative
investments, primarily CMOs and "structured" notes, to try to enhance
income or to try to manage investment risks. These investments are
more fully explained in "About the Fund's Investments," below.

|X| How Does the Manager Decide What Securities to Buy or Sell?
In selecting securities for the Fund, the Fund's portfolio managers
analyze the overall investment opportunities and risks in different
sectors of the debt security markets by focusing on business cycle
analysis and relative values between the corporate and government
sectors. The portfolio managers' overall strategy is to build a
broadly diversified portfolio of debt securities. The portfolio
managers currently focus on the factors below (some of which may vary
in particular cases and may change over time), looking for:

|_| High current income from different types of corporate and government
debt securities,

|_| Investment-grade securities, primarily to help reduce credit risk,

|_| Broad portfolio diversification to help reduce the volatility of the
Fund's share prices,

|_| Relative values among the debt securities market sectors.

Who Is the Fund Designed For? The Fund's shares are available only as an
investment option under certain variable annuity contracts, variable life
insurance policies and investment plans offered through insurance company
separate accounts of participating insurance companies, for investors
seeking high current income from a fund that invests mainly in
investment-grade debt securities, but which can also hold
below-investment-grade securities to seek higher income. Those investors
should be willing to assume the credit risks of a fund that typically
invests a significant amount of its assets in debt securities and the
changes in share prices that can occur when interest rates rise. Since the
Fund's income level will fluctuate, it is not designed for investors
needing an assured level of current income. The Fund is not a complete
investment program.

Main Risks of Investing in the Fund

These risks collectively form the risk profile of the Fund, and
can affect the value of the Fund's investments, its investment
performance and its price per share. These risks mean that you can
lose money by investing in the Fund. When you redeem your shares, they
may be worth more or less than what you paid for them.

The Fund's investment Manager, OppenheimerFunds, Inc., tries to
reduce risks by carefully researching securities before they are
purchased, and in some cases by using hedging techniques. The Fund
attempts to reduce its exposure to credit risks by limiting its
investments in below-investment grade securities, as explained above.
The Fund attempts to reduce its exposure to market risks by
diversifying its investments, that is, by not holding a substantial
percentage of the securities of any one issuer and by not investing
too great a percentage of the Fund's assets in any one issuer. Also,
the Fund does not concentrate 25% or more of its investments in the
securities of any one foreign government or in the debt and equity
securities of companies in any one industry.

However, changes in the overall market prices of securities and
the income they pay can occur at any time. The share price and yield
of the Fund will change daily based on changes in market prices of
securities and market conditions, and in response to other economic
events. There is no assurance that the Fund will achieve its
investment objective.

|X| Credit Risk. Debt securities are subject to credit risk.
Credit risk relates to the ability of the issuer of a security to make
interest and principal payments on the security as they become due. If
the issuer fails to pay interest, the Fund's income might be reduced,
and if the issuer fails to repay principal, the value of that security
and of the Fund's shares might be reduced. While the Fund's
investments in U.S. government securities are subject to little credit
risk, debt securities issued by domestic and foreign corporations and
by foreign governments are subject to risks of default.

Securities that are (or that have fallen) below investment grade
are exposed to a greater risk that the issuers of those securities
might not meet their debt obligations. Those risks can reduce the
Fund's share prices and the income it earns.

|_| Special Risks of Lower-Grade Securities. Because the Fund can
invest up to 35% of its total assets in securities below investment
grade to seek higher income, the Fund's credit risks are greater than
those of funds that buy only investment grade securities. Lower-grade
debt securities may be subject to greater market fluctuations and
greater risks of loss of income and principal than investment-grade
debt securities. Securities that are (or that have fallen) below
investment grade are exposed to a greater risk than the issuers of
those securities might not meet their debt obligations. Those risks
can reduce the Fund's share prices and the income it earns.

|X| Interest Rate Risks. The values of debt securities, including
U.S. government securities prior to maturity, are subject to change
when prevailing interest rates change. When interest rates fall, the
values of already-issued debt securities generally rise. When interest
rates rise, the values of already-issued debt securities generally
fall, and they may sell at a discount from their face amount. The
magnitude of these fluctuations will often be greater for longer-term
debt securities than shorter-term debt securities. However, interest
rate changes may have different effects on the values of
mortgage-related securities because of prepayment risks, discussed
below. The Fund's share prices can go up or down when interest rates
change because of the effect of the changes on the value of the Fund's
investments in debt securities.

|X| Prepayment Risk. Prepayment risk occurs when the mortgages
underlying a mortgage-related security are prepaid at a rate faster
than anticipated (usually when interest rates fall) and the issuer of
a security can prepay the principal prior to the security's maturity.
Mortgage-related securities that are subject to prepayment risk,
including the CMOs and other mortgage-related securities that the Fund
buys, generally offer less potential for gains when prevailing
interest rates decline, and have greater potential for loss when
interest rates rise.

The impact of prepayments on the price of a security may be
difficult to predict and may increase the volatility of the price.
Additionally, the Fund may buy mortgage-related securities at a
premium. Accelerated prepayments on those securities could cause the
Fund to lose the portion of its principal investment represented by
the premium the Fund paid.

|X| Risks of Foreign Investing. The Fund can invest its assets
without limit in foreign debt securities and can buy securities of
governments and companies in both developed markets and emerging
markets. While foreign securities offer special investment
opportunities, there are also special risks that can reduce the Fund's
share prices and returns.

|X| There are Special Risks in Using Derivative Investments. The Fund can
use derivatives to seek increased income or to try to hedge investment risks. In
general terms, a derivative investment is an investment contract whose value
depends on (or is derived from) the value of an underlying asset, interest rate
or index. Options, futures, interest rate swaps, structured notes and CMOs are
examples of derivatives the Fund can use.

How Risky is the Fund Overall? Debt securities are subject to credit and
interest rate risks that can affect their values and the share prices of
the Fund. Prepayment risks of mortgage-backed securities can cause the Fund
to reinvest the proceeds of its investments in lower-yielding securities.
The Fund generally has more risks than bond funds that focus on U.S.
government securities but the Fund's emphasis on investment-grade
securities may make its share prices less volatile than high yield bond
funds or funds that focus on foreign bonds.

An investment in the Fund is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

The Fund's Past Performance

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

For the period from 1/1/99 through 3/31/99, the Fund's cumulative return
(not annualized) was -0.32%. Charges imposed by the separate accounts that
invest in the Fund are not included in the calculations of return in this
bar chart, and if those charges were included, the returns would be less
than those shown.

During the period shown in the bar chart, the highest return (not
annualized) for a calendar quarter was 6.49% (2nd Q '89) and the lowest
return (not annualized) for a calendar quarter was -1.90% (1st Q '94).

Average Annual Total Returns
for the periods ended 1 Year 5 Years 10 Years
December 31, 1998

Oppenheimer Bond 6.80% 7.01% 9.28%
Fund/VA

Lehman Brothers Corporate 8.47% 7.74% 9.86%
Bond Index

The Fund's returns in the table measure the performance of a hypothetical
account without deducting charges imposed by the separate accounts that
invest in the Fund and assume that all dividends and capital gains
distributions have been reinvested in additional shares. Because the Fund
invests primarily in investment grade corporate and government debt
securities, the Fund's performance is compared to the Lehman Brothers
Corporate Bond Index, an unmanaged index of non-convertible investment
grade corporate debt of U.S. issuers that is a measure of the general
domestic bond market. However, it must be remembered that the index
performance reflects the reinvestment of income but does not consider the
effects of transaction costs. Also, the Fund may have investments that vary
from the index.

The Fund's total returns should not be expected to be the same as the
returns of other Oppenheimer funds, even if both funds have the same
portfolio managers and/or similar names.

About the Fund's Investments

The Fund's Principal Investment Policies. The allocation of the Fund's
portfolio among the different types of permitted investments will vary over
time based upon the evaluation of economic and market trends by the
Manager. The Fund's portfolio might not always include all of the different
types of investments described below. The Statement of Additional
Information contains more detailed information about the Fund's investment
policies and risks.

A debt security is essentially a loan by the buyer to the issuer of the
debt security. The issuer promises to pay back the principal amount of the loan
and normally pays interest, at a fixed or variable rate, on the debt while it is
outstanding. The debt securities the Fund buys may be rated by nationally
recognized rating organizations or they may be unrated securities assigned an
equivalent rating by the Manager. While the Fund's investments may be above or
below investment grade in credit quality, the Fund invests primarily in
investment-grade debt securities. However, the Fund can invest up to 35% of its
net assets in below investment-grade debt securities, commonly called 'junk
bonds.'

--------------

1 The Fund has two classes of shares. This Prospectus offers only the class
of shares that has no class name designation, and the performance shown is
for that class. The other class of shares, Class 2, is not offered in this
Prospectus.

They typically offer higher yields than investment-grade bonds, because
investors assume the greater risks of default of those securities. The
ratings definitions of the principal national rating organizations is
included in Appendix A to the Statement of Additional Information.

Investment-grade debt securities are those rated in one of the four highest
categories by Standard & Poor's Corporation, Moody's Investors Service, Inc.,
Fitch IBCA, Inc. or other national rating organizations. They can also be
unrated or "split-rated" (rated as investment grade by one rating organization
but below investment grade by another), if determined by the Manager to be of
comparable quality to rated investment-grade securities. The Fund is not
obligated to dispose of securities when issuers are in default or if the rating
of the security is reduced below investment grade.

The Fund can invest some of its assets in other types of securities,
including common stocks, preferred stocks, and other equity securities of
foreign and U.S. companies. However, the Fund does not anticipate having
significant investments in those types of securities as part of its normal
portfolio strategy.

The Fund could pursue its secondary objective of capital appreciation by
investing in securities convertible into common stock. Convertible securities
might allow the Fund to participate in the increase in value of the issuer's
underlying common stock, by exercising the conversion right. Normally the Fund
would not hold the common stock for investment, although it can hold common
stock as part of the value of its net assets that is not normally expected to be
invested in debt securities. Typically, convertible securities also pay income
until they are converted. There may be other investment strategies that could
offer the Fund opportunities for capital appreciation, such as investing in
defaulted securities, but these are not expected to be a significant part of the
Fund's investment program.

U.S. Government Securities. The Fund can invest in securities issued
or guaranteed by the U.S. Treasury or other government agencies or
federally-chartered corporate entities referred to as
"instrumentalities." These are referred to as "U.S. government
securities" in this Prospectus.

|X| U.S. Treasury Obligations. These include Treasury bills (which
have maturities of one year or less when issued), Treasury notes (which
have maturities of from one to ten years when issued), and Treasury bonds
(which have maturities of more than ten years when issued). Treasury
securities are backed by the full faith and credit of the United States as
to timely payments of interest and repayments of principal. The Fund can
also buy U. S. Treasury securities that have been "stripped" of their
coupons by a Federal Reserve Bank, zero-coupon U.S. Treasury securities
described below, and Treasury Inflation-Protection Securities ("TIPS").

|X| Obligations Issued or Guaranteed by U.S. Government Agencies or
Instrumentalities. These include direct obligations and mortgage-related
securities that have different levels of credit support from the U.S.
government. Some are supported by the full faith and credit of the U.S.
government, such as Government National Mortgage Association pass-through
mortgage certificates (called "Ginnie Maes"). Some are supported by the
right of the issuer to borrow from the U.S. Treasury under certain
circumstances, such as Federal National Mortgage Association bonds ("Fannie
Maes"). Others are supported only by the credit of the entity that issued
them, such as Federal Home Loan Mortgage Corporation obligations ("Freddie
Macs").

|_| Mortgage-Related U.S. Government Securities. The Fund can buy
interests in pools of residential or commercial mortgages, in the form of
collateralized mortgage obligations ("CMOs") and other "pass-through"
mortgage securities. CMOs that are U.S. government securities have
collateral to secure payment of interest and principal. They may be issued
in different series each having different interest rates and maturities.
The collateral is either in the form of mortgage pass-through certificates
issued or guaranteed by a U.S. agency or instrumentality or mortgage loans
insured by a U.S. government agency. The Fund can have substantial amounts
of its assets invested in mortgage-related U.S. government securities.

If prepayments of mortgages underlying a CMO occur faster than
expected when interest rates fall, the market value and yield of the
CMO could be reduced. Additionally, the Fund may have to reinvest the
prepayment proceeds in other securities paying interest at lower
rates, which could reduce the Fund's yield.

If interest rates rise rapidly, prepayments may occur at slower rates
than expected, which could have the effect of lengthening the expected
maturity of a short or medium-term security. That could cause its
value to fluctuate more widely in response to changes in interest
rates. In turn, this could cause the value of the Fund's shares to
fluctuate more. The prices of longer-term debt securities tend to
fluctuate more than those of shorter-term debt securities. That
volatility will affect the Fund's share prices.

High-Yield, Lower-Grade Debt Securities. The Fund can purchase a
variety of lower-grade, high-yield debt securities of U.S. and foreign
issuers, including bonds, debentures, notes, preferred stocks, loan
participation interests, structured notes, asset-backed securities,
among others, to seek high current income. These securities are
sometimes called "junk bonds." The Fund has no requirements as to the
maturity of the debt securities it can buy, or as to the market
capitalization range of the issuers of those securities. Up to 35% of
the Fund's assets can be invested in debt securities below investment
grade under normal market conditions.

Lower-grade debt securities are those rated below "Baa" by
Moody's Investors Service, Inc. or lower than "BBB" by Standard &
Poor's Rating Service or that have similar ratings by other
nationally-recognized rating organizations. The Fund can invest in
securities rated as low as "C" or "D", in unrated bonds or bonds which
are in default at the time the Fund buys them. While securities rated
"Baa" by Moody's or "BBB" by S&P are considered "investment grade,"
they have some speculative characteristics.

The Manager does not rely solely on ratings issued by rating
organizations when selecting investments for the Fund. The Fund
can buy unrated securities that offer high current income. The
Manager may assign a rating to an unrated security that is
equivalent to the rating of a rated security that the Manager
believes offers comparable yields and risks.

While investment-grade securities are subject to risks of
non-payment of interest and principal, in general higher-yielding
lower-grade bonds, whether rated or unrated, have greater risks
than investment-grade securities. They may be subject to greater
market fluctuations and risk of loss of income and principal than
investment-grade securities. There may be less of a market for
them and therefore they may be harder to sell at an acceptable
price. There is a relatively greater possibility that the
issuer's earnings may be insufficient to make the payments of
interest and principal due on the bonds. These risks mean that
the Fund may not achieve the expected income from lower-grade
securities, and that the Fund's net asset value per share may be
affected by declines in value of these securities.

|X| Private-Issuer Mortgage-Backed Securities. The Fund can
invest a substantial portion of its assets in mortgage-backed
securities issued by private issuers, which do not offer the
credit backing of U.S. government securities. Primarily these
include multi-class debt or pass-through certificates secured by
mortgage loans. They may be issued by banks, savings and loans,
mortgage bankers and other non-governmental issuers. Private
issuer mortgage-backed securities are subject to the credit risks
of the issuers (as well as the interest rate risks and prepayment
risks of CMOs that are U.S. government securities, discussed
above), although in some cases they may be supported by insurance
or guarantees.

|X| Asset-Backed Securities. The Fund can buy asset-backed
securities, which are fractional interests in pools of loans
collateralized by the loans or other assets or receivables. They
are issued by trusts and special purpose corporations that pass
the income from the underlying pool to the buyer of the interest.
These securities are subject to the risk of default by the issuer
as well as by the borrowers of the underlying loans in the pool.

Foreign Debt Securities. The Fund can buy debt securities issued by
foreign governments and companies, as well as "supra-national"
entities, such as the World Bank. They can include bonds, debentures,
and notes, including derivative investments called "structured" notes,
described below. The Fund will not invest 25% or more of its total
assets in debt securities of any one foreign government or in debt
securities of companies in any one industry. The Fund has no
requirements as to the maturity range of the foreign debt securities
it can buy, or as to the market capitalization range of the issuers of
those securities.

Foreign government debt securities might not be supported by
the full faith and credit of the issuing government. The Fund's
foreign debt investments can be denominated in U.S. dollars or in
foreign currencies. The Fund will buy foreign currency only in
connection with the purchase and sale of foreign securities and
not for speculation.

|X| Special Risks of Emerging and Developing Markets.
Securities of issuers in emerging and developing markets may
offer special investment opportunities but present risks not
found in more mature markets. Those securities may be more
difficult to sell at an acceptable price and their prices may be
more volatile than securities of issuers in more developed
markets. Settlements of trades may be subject to greater delays
so that the Fund may not receive the proceeds of a sale of a
security on a timely basis. These investments may be very
speculative.

These countries might have less developed trading markets
and exchanges. Emerging market countries may have less developed
legal and accounting systems and investments may be subject to
greater risks of government restrictions on withdrawing the sales
proceeds of securities from the country. Economies of developing
countries may be more dependent on relatively few industries that
may be highly vulnerable to local and global changes. Governments
may be more unstable and present greater risks of nationalization
or restrictions on foreign ownership of stocks of local
companies.

The Fund can buy "Brady Bonds," which are U.S.-dollar
denominated debt securities collateralized by zero-coupon U.S.
Treasury securities. They are typically issued by emerging
markets countries and are considered speculative securities with
higher risks of default.

|X| Special Portfolio Diversification Requirements. To
enable a variable annuity or variable life insurance contract
based on an insurance company separate account to qualify for
favorable tax treatment under the Internal Revenue Code, the
underlying investments must follow special diversification
requirements that limit the percentage of assets that can be
invested in securities of particular issuers. The Fund's
investment program is managed to meet those requirements, in
addition to other diversification requirements under the Internal
Revenue Code and the Investment Company Act that apply to
publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could
cause earnings on a contract owner's interest in an insurance
company separate account to be taxable income. Those
diversification requirements might also limit, to some degree,
the Fund's investment decisions in a way that could reduce its
performance.

Can the Fund's Investment Objective and Policies Change? The Fund's
Board of Trustees can change non-fundamental investment 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 Fund's investment objective is a
fundamental policy. Investment restrictions that are fundamental
policies are listed in the Statement of Additional Information. An
investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

Portfolio Turnover. The Fund may engage in short-term trading to try
to achieve its objective. Portfolio turnover affects brokerage and
transaction costs the Fund pays. The Financial Highlights table below
shows the Fund's portfolio turnover rates during prior fiscal years.

Other Investment Strategies. To seek its objective, the Fund can also
use the investment techniques and strategies described below. The Fund
might not always use all of the different types of techniques and
investments described below. These techniques involve certain risks,
although some are designed to help reduce investment or market risks.

|X| Zero-Coupon and "Stripped" Securities. Some of the
government and corporate debt securities the Fund buys are
zero-coupon bonds that pay no interest. They are issued at a
substantial discount from their face value. "Stripped" securities
are the separate income or principal components of a debt
security. Some CMOs or other mortgage-related securities may be
stripped, with each component having a different proportion of
principal or interest payments. One class might receive all the
interest and the other all the principal payments.

Zero-coupon and stripped securities are subject to greater
fluctuations in price from interest rate changes than
conventional interest-bearing securities. The Fund may have to
pay out the imputed income on zero-coupon securities without
receiving the actual cash currently. Interest-only securities are
particularly sensitive to changes in interest rates.

The values of interest-only mortgage-related securities are
also very sensitive to prepayments of underlying mortgages.
Principal-only securities are also sensitive to changes in
interest rates. When prepayments tend to fall, the timing of the
cash flows to these securities increases, making them more
sensitive to changes in interest rates. The market for some of
these securities may be limited, making it difficult for the Fund
to dispose of its holdings at an acceptable price. The Fund can
invest up to 50% of its total assets in zero-coupon securities
issued by either the U.S. Treasury or companies.

|X| Participation Interests in Loans. These securities
represent an undivided fractional interest in a loan obligation
by a borrower. They are typically purchased from banks or dealers
that have made the loan or are members of the loan syndicate. The
loans may be to foreign or U.S. companies. The Fund does not
invest more than 5% of its net assets in participation interests
of any one borrower. They are subject to the risk of default by
the borrower. If the borrower fails to pay interest or repay
principal, the Fund can lose money on its investment.

|X| "When-Issued" and "Delayed-Delivery" Transactions. The
Fund can 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 might be a risk of loss to the Fund if the value
of the security declines prior to the settlement date. No income
accrues to the Fund on a when-issued security until the Fund
receives the security on settlement of the trade.

|X| Illiquid and Restricted Securities. Investments may be
illiquid because there is no active trading market for them,
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 its resale or which cannot be sold
publicly until it is registered under the Securities Act of 1933.
The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities. Certain restricted securities
that are eligible for resale to qualified institutional
purchasers may not be subject to that limit. The Manager monitors
holdings of illiquid securities on an ongoing basis to determine
whether to sell any holdings to maintain adequate liquidity.

Markets underlying securities and indices may move in a
direction not anticipated by the Manager. Interest rate and stock
market changes in the U.S. and abroad may also influence the
performance of derivatives. As a result of these risks the Fund
could realize less principal or income from the investment than
expected. Certain derivative investments held by the Fund may be
illiquid.

|_| "Structured" Notes. The Fund can buy "structured" notes,
which are specially-designed derivative debt investments. Their
principal payments or interest payments are linked to the value
of an index (such as a currency or securities index) or
commodity. The terms of the instrument may be "structured" by the
purchaser (the Fund) and the borrower issuing the note.

The principal and/or interest payments depend on the
performance of one or more other securities or indices, and the
values of these notes will therefore fall or rise in response to
the changes in the values of the underlying security or index.
They are subject to both credit and interest rate risks and
therefore the Fund could receive more or less than it originally
invested when the notes mature, or it might receive less interest
than the stated coupon payment if the underlying investment or
index does not perform as anticipated. Their values may be very
volatile and they may have a limited trading market, making it
difficult for the Fund to sell its investment at an acceptable
price.

|X| Hedging. The Fund can buy and sell certain kinds of
futures contracts, put and call options, forward contracts and
options on futures and broadly-based securities indices. These
are all referred to as "hedging instruments." The Fund does not
use hedging instruments for speculative purposes, and has limits
on its use of them. The Fund is not required to use hedging
instruments in seeking its goal.

The Fund could buy and sell options, futures and forward
contracts for a number of purposes. It might do so to try to
manage its exposure to the possibility that the prices of its
portfolio securities may decline, or to establish a position in
the securities market as a temporary substitute for purchasing
individual securities. It might do so to try to manage its
exposure to changing interest rates.

Options trading involves the payment of premiums and has
special tax effects on the Fund. There are also special risks in
particular hedging strategies. For example, if a covered call
written by the Fund is exercised on an investment that has
increased in value, the Fund will be required to sell the
investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call
price. In writing a put, there is a risk that the Fund may be
required to buy the underlying security at a disadvantageous
price.

If the Manager used a hedging instrument at the wrong time
or judged market conditions incorrectly, the strategy could
reduce the Fund's return. The 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.

Temporary Defensive Investments. For cash management purposes, the
Fund may hold cash equivalents such as commercial paper, repurchase
agreements, Treasury bills and other short-term U.S. government
securities. In times of adverse or unstable market or economic
conditions, the Fund can invest up to 100% of its assets in temporary
defensive investments. These would ordinarily be U. S. government
securities, highly-rated commercial paper, bank deposits or repurchase
agreements. To the extent the Fund invests defensively in these
securities, it might not achieve its primary investment objective,
high current income.

The Manager, the Distributor and the Transfer Agent have
been working on necessary changes to their computer systems to
deal with the year 2000 and expect that their systems will be
adapted in time for that event, although there cannot be
assurance of success. Additionally, the services they provide
depend on the interaction of their computer systems with those of
insurance companies with separate accounts that invest in the
Fund, brokers, information services, the Fund's Custodian and
other parties. Therefore, any failure of the computer systems of
those parties to deal with the year 2000 might also have a
negative effect on the services they provide to the Fund. The
extent of that risk cannot be ascertained at this time.

How the Fund Is Managed

The Manager. The Fund's investment Manager, OppenheimerFunds, Inc.,
chooses the Fund's 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 an Investment Advisory
Agreement that states the Manager's responsibilities. The Agreement
sets forth the fees paid by the Fund to the Manager and describes the
expenses that the Fund is responsible to pay to conduct its business.

The Manager has operated as an investment adviser since
1959. The Manager (including subsidiaries) currently manages
investment companies, including other Oppenheimer funds, with
assets of more than $100 billion as of March 31, 1999, and with
more than 4 million shareholder accounts. The Manager is located
at Two World Trade Center, 34th Floor, New York, New York
10048-0203.

|X| Portfolio Managers. The portfolio managers of the Fund
are David P. Negri and John S. Kowalik. They have been the
persons principally responsible for the day-to-day management of
the Fund's portfolio, in Mr. Negri's case since January 1990 and
in Mr. Kowalik's case since July 1998. Each is a Vice President
of the Fund and Senior Vice President of the Manager. Each serves
as an officer and portfolio manager for other Oppenheimer funds.
Mr. Negri has been employed as a portfolio manager by the Manager
since July 1988. Mr. Kowalik joined the Manager in July 1998 and
was previously Managing Director and Senior Portfolio Manager at
Prudential Global Advisers (from 1989 to June 1998).

|X| Advisory Fees. Under the Investment Advisory Agreement,
the Fund pays the Manager an advisory fee at an annual rate that
declines on additional assets as the Fund grows: 0.75% of the
first $200 million of average annual 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% on the next $200 million and 0.50% of
average annual net assets over $1 billion. The Fund's management
fee for its last fiscal year ended March 31, 1998, was 0.72% of
the Fund's average annual net assets.

-- Possible Conflicts of Interest. The Fund offers its
shares to separate accounts of different insurance companies that
are not affiliated with each other, as an investment for their
variable annuity, variable life and other investment product
contracts. While the Fund does not foresee any disadvantages to
contract owners from these arrangements, it is possible that the
interests of owners of different contracts participating in the
Fund through different separate accounts might conflict. For
example, a conflict could arise because of differences in tax
treatment.

The Fund's Board has procedures to monitor the portfolio for
possible conflicts to determine what action should be taken. If a
conflict occurs, the Board might require one or more
participating insurance company separate accounts to withdraw
their investments in the Fund. That could force the Fund to sell
securities at disadvantageous prices, and orderly portfolio
management could be disrupted. Also, the Board might refuse to
sell shares of the Fund to a particular separate account, or
could terminate the offering of the Fund's shares if required to
do so by law or if it would be in the best interests of the
shareholders of the Fund to do so.

Investing in the Fund

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by
separate investment accounts of participating insurance companies as
an underlying investment for variable life insurance policies,
variable annuity contracts or other investment products. Individual
investors cannot buy shares of the Fund directly. Please refer to the
accompanying prospectus of the participating insurance company for
information on how to select the Fund as an investment option for that
variable life insurance policy, variable annuity or other investment
product. The Fund reserves the right to refuse any purchase order when
the Manager believes it would be in the Fund's best interests to do
so.

Information about your investment in the Fund through your variable
annuity contract, variable life insurance policy or other plan can be
obtained only from your participating insurance company or its
servicing agent. The Fund's Transfer Agent does not hold or have
access to those records. Instructions for buying or selling shares of
the Fund should be given to your insurance company or its servicing
agent, not directly to the Fund or its Transfer Agent.

-- At What Price Are Shares Sold? Shares are sold at their offering
price, which is the net asset value per share. The Fund does not
impose any sales charge on purchases of its shares. If there are any
charges imposed under the variable annuity, variable life or other
contract through which Fund shares are purchased, they are described
in the accompanying prospectus of the participating insurance company.

The net asset value per share is determined as of the close
of The New York Stock Exchange on each day that the exchange is
open for trading (referred to in this Prospectus as a "regular
business day"). The Exchange normally closes at 4:00 P.M., New
York time, but may close earlier on some days. All references to
time in this Prospectus mean "New York time."

The net asset value per share is determined by dividing the
value of the Fund's net assets attributable to a class of shares
by the number of shares of that class that are outstanding. The
Fund's Board of Trustees has established procedures to value the
Fund's securities to determine the Fund's net asset value, in
general based on market values. The Board has adopted special
procedures for valuing illiquid and restricted securities and
securities for which market values cannot be readily obtained.
Because some foreign securities trade in markets and on exchanges
that operate on weekends and U.S. holidays, the values of some of
the Fund's foreign investments might change significantly on days
when shares of the Fund cannot be purchased or redeemed.

The offering price that applies to an order from a
participating insurance company is based on the next calculation
of the net asset value per share that is made after the insurance
company (as the Fund's designated agent to receive purchase
orders) receives a purchase order from its contract owners to
purchase Fund shares on a regular business day, provided that the
Fund receives the order from the insurance company, generally by
9:30 A.M. on the next regular business day at the offices of its
Transfer Agent in Denver, Colorado.

-- Classes of Shares. The Fund offers two different classes of shares.
The class of shares offered by this Prospectus has no class name
designation. The other class is designated as Class 2. The different
classes of shares represent investments in the same portfolio of
securities but are expected to have different expenses and share
prices.

This Prospectus may not be used to offer or sell Class 2
shares. A description of the Service Plans that affect only Class
2 shares of the Fund is contained in the Fund's Prospectus that
offers Class 2 shares. That Prospectus, when available, may be
obtained without charge by contacting any participating insurance
company that offers Class 2 shares of the Fund as an investment
for its separate accounts. You can also obtain a copy from
OppenheimerFunds Distributor, Inc. by calling toll-free
1-888-470-0861.

How Are Shares Redeemed? As with purchases, only the participating
insurance companies that hold Fund shares in their separate accounts
for the benefit of variable annuity contracts, variable life insurance
policies or other investment products can place orders to redeem
shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund
shares. Contract owners should refer to the withdrawal or surrender
instructions in the accompanying prospectus of the participating
insurance company.

The share price that applies to a redemption order is the next net
asset value per share that is determined after the participating
insurance company (as the Fund's designated agent) receives a
redemption request on a regular business day from its contract or
policy holder, provided that the Fund receives the order from the
insurance company, generally by 9:30 A.M. the next regular business
day at the office of its Transfer Agent in Denver, Colorado. The Fund
normally sends payment by Federal Funds wire to the insurance
company's account the day after the Fund receives the order (and no
later than 7 days after the Fund's receipt of the order). Under
unusual circumstances determined by the Securities and Exchange
Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each
class of shares from net investment income, if any, on an annual
basis, and to pay those dividends in March on a date selected by the
Board of Trustees. The Fund has no fixed dividend rate and cannot
guarantee that it will pay any dividends.

Capital Gains. The Fund may realize capital gains on the sale of
portfolio securities. If it does, it may make distributions out of any
net short-term or long-term capital gains in March of each year. The
Fund may make supplemental distributions of dividends and capital
gains following the end of its fiscal year. There can be no assurance
that the Fund will pay any capital gains distributions in a particular
year.

Taxes. For a discussion of the tax status of a variable annuity
contract, a variable life insurance policy or other investment product
of a participating insurance company, please refer to the accompanying
prospectus of your participating insurance company. Because shares of
the Fund may be purchased only through insurance company separate
accounts for variable annuity contracts, variable life insurance
policies or other investment products, dividends paid by the Fund from
net investment income and distributions (if any) of net realized
short-term and long-term capital gains will be taxable, if at all, to
the participating insurance company.

This information is only a summary of certain federal income
tax information about an investment in Fund shares. You should
consult with your tax advisor or your participating insurance
company representative about the effect of an investment in the
Fund under your contract or policy.

<PAGE>

Financial Highlights

The Financial Highlights Table is presented to help you understand the
Fund's financial performance for the past 5 fiscal years. Certain
information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has
been audited by Deloitte & Touche LLP, the Fund's independent
auditors, whose report, along with the Fund's financial statements, is
included in the Statement of Additional Information, which is
available on request.

<PAGE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS YEAR ENDED DECEMBER 31,
1998
1997 1996 1995 1994
================================================================================================================================
<S> <C>
<C> <C> <C> <C>
PER SHARE OPERATING DATA

Net asset value, beginning of period $11.91
$11.63 $11.84 $10.78 $11.65
- --------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income
.72 .76 .69 .72 .76
Net realized and unrealized gain (loss)
.07 .28 (.15) 1.07 (.98)
------
- ------ ------ ------ ------
Total income (loss) from investment
operations
.79 1.04 .54 1.79 (.22)

- --------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income
(.20) (.72) (.74) (.73) (.62)
Distributions from net realized gain
(.18) (.04) (.01) -- (.03)
------
- ------ ------ ------ ------
Total dividends and distributions
to shareholders
(.38) (.76) (.75) (.73) (.65)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.32
$11.91 $11.63 $11.84 $10.78
======
====== ====== ====== ======

================================================================================================================================
TOTAL RETURN, AT NET ASSET VALUE(1)
6.80% 9.25% 4.80% 17.00% (1.94)%

================================================================================================================================
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period
(in thousands) $655,543
$520,078 $426,439 $211,232 $135,067
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $586,242
$449,760 $296,253 $170,929 $121,884
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income
6.31% 6.72% 6.72% 6.91% 7.30%
Expenses
0.74% 0.78% 0.78% 0.80% 0.57%
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(2) 75.8%
116.9% 82.3% 79.4% 35.1%
</TABLE>

2. The lesser of purchases or sales of portfolio securities for a
period, divided by the monthly average of the market value of
portfolio securities owned during the period. Securities with a
maturity or expiration date at the time of acquisition of one year or
less are excluded from the calculation. Purchases and sales of
investment securities (excluding short-term securities) for the period
ended December 31, 1998 were $523,613,491 and $403,984,377,
respectively.

For More Information About Oppenheimer Bond Fund/VA:

The following additional information about Oppenheimer Bond Fund/VA is available
without charge upon request:

Statement of Additional Information This document includes additional
information about the Fund's investment policies, risks, and
operations. It is incorporated by reference into this Prospectus
(which means it is legally part of this Prospectus).

Annual and Semi-Annual Reports
Additional information about the Fund's investments and performance is
available in the Fund's Annual and Semi-Annual Reports to
shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the
Fund's performance during its last fiscal year.

How to Get More Information:

You can request the Statement of Additional Information, the Annual
and Semi-Annual Reports, and other information about the Fund: By
Telephone: Call OppenheimerFunds Services toll-free: 1-888-470-0861

By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270

You can also obtain copies of the Statement of Additional Information
and other Fund documents and reports by visiting the SEC's Public
Reference Room in Washington, D.C. (Phone 1-800-SEC-0330) or the SEC's
Internet web site at http://www.sec.gov. Copies may be obtained upon
payment of a duplicating fee by writing to the SEC's Public Reference
Section, Washington, D.C. 20549-6009.

No one has been authorized to provide any information about the Fund
or to make any representations about the Fund other than what is
contained in this Prospectus. This Prospectus is not an offer to sell
shares of the Fund, nor a solicitation of an offer to buy shares of
the Fund, to any person in any state or other jurisdiction where it is
unlawful to make such an offer.

SEC File No. 811-4108
PR0630.001.0599 Printed on recycled paper.

Appendix to Prospectus of
Oppenheimer Bond Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer
Bond Fund/VA (the "Fund") under the heading "Annual Total Return
(as of 12/31 each year)":

Calendar
Year
Ended Annual Total Returns

12/31/89 13.32%
12/31/90 7.92%
12/31/91 17.63%
12/31/92 6.50%
12/31/93 13.04%
12/31/94 -1.94%
12/31/95 17.00%
12/31/96 4.80%
12/31/97 9.26%
12/31/98 6.80%

<PAGE>

(OppenheimerFunds logo)

Oppenheimer Strategic Bond Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 1999

Oppenheimer Strategic Bond Fund/VA is a mutual fund that seeks a high
level of current income principally derived from interest on debt
securities. The Fund invests mainly in three market sectors: debt
securities of foreign government and companies, U.S. government
securities, and lower-rated high yield securities of U.S. companies.
Shares of the Fund are sold only as the underlying investment for
variable life insurance policies, variable annuity contracts and other
insurance company separate accounts. A prospectus for the insurance
product you have selected accompanies this Prospectus and explains how
to select shares of the Fund as an investment under that insurance
product. This Prospectus contains important information about the
Fund's objective, its investment policies, strategies and risks.
Please read this Prospectus (and your insurance product prospectus)
carefully before you invest and keep them for future reference about
your account.

As with all mutual funds, the Securities and Exchange Commission has
not approved or disapproved the Fund's securities nor has it
determined that this Prospectus is accurate or complete. It is a
criminal offense to represent otherwise.

Contents

About the Fund

The Fund's Objective and Investment Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

About the Fund's Investments

How the Fund is Managed

Investing in the Fund

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Fund's Objective and Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks a high level
of current income principally derived from interest on debt securities
and seeks to enhance that income by writing covered call option on
debt securities.

What Does the Fund Invest In? The Fund invests mainly in debt
securities of issuers in three market sectors: foreign governments and
companies, U.S. government securities and lower-grade high-yield
securities of U.S. companies. Those debt securities typically include:

o short-, medium- and long-term foreign and U.S. government bonds and
notes,

o collateralized mortgage obligations (CMOs),

o other mortgage-related securities and asset-backed securities,

o participation interests in loans,

o "structured" notes,

o lower-grade, high-yield domestic and foreign corporate debt
obligations, and o "zero-coupon" or "stripped" securities.

Under normal market conditions, the Fund invests in each of
those three market sectors. However, the Fund is not obligated to
do so, and the amount of its assets in each of the three sectors
will vary over time. The Fund can invest up to 100% of its assets
in any one sector at any time, if the Fund's investment Manager,
OppenheimerFunds, Inc., believes that in doing so the Fund can
achieve its objective without undue risk.

The Fund's foreign investments can include debt securities
of issuers in developed markets as well as emerging markets,
which have special risks. The Fund can also use hedging
instruments and certain derivative investments, primarily CMOs
and "structured" notes, to try to enhance income or to try to
manage investment risks. These investments are more fully
explained in "About the Fund's Investments," below.

|X| How Does the Manager Decide What Securities to Buy or Sell? In
selecting securities for the Fund, the Fund's portfolio managers
analyze the overall investment opportunities and risks in individual
national economies. The portfolio managers' overall strategy is to
build a broadly diversified portfolio of debt securities to help
moderate the special risks of investing in high yield debt instruments
and foreign securities. The managers may try to take advantage of the
lack of correlation of price movements that may occur among the three
sectors from time to time. The portfolio managers currently focus on
the factors below (some of which may vary in particular cases and may
change over time), looking for:

|_| Securities offering high current income,

|_| Overall diversification for the portfolio by seeking securities
whose markets and prices tend to move in different directions,

|_| Relative values among the three major market sectors in which the
Fund invests.

Who Is the Fund Designed For? The Fund's shares are available only as
an investment option under certain variable annuity contracts,
variable life insurance policies and investment plans offered through
insurance company separate accounts of participating insurance
companies, for investors seeking high current income from a fund that
ordinarily will have substantial investments in both domestic and
foreign debt securities. Those investors should be willing to assume
the risks of short-term share price fluctuations that are typical for
a fund that invests in debt securities, particularly high-yield and
foreign securities, which have special risks. Since the Fund's income
level will fluctuate, it is not designed for investors needing an
assured level of current income. Also, the Fund does not seek capital
appreciation. The Fund is designed as a long-term investment for
investors seeking an investment with an overall sector diversification
strategy. However, the Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's
investments are subject to changes in their value from a number
of factors. They include changes in general bond market movements
in the U.S. and abroad (this is referred to as "market risk"), or
the change in value of particular bonds because of an event
affecting the issuer (this is known as "credit risk"). The Fund
can focus significant amounts of its investments in foreign debt
securities. Therefore, it will be subject to the risks that
economic, political or other events can have on the values of
securities of issuers in particular foreign countries. These
risks are heightened in the case of emerging market debt
securities. Changes in interest rates can also affect securities
prices (this is known as "interest rate risk").

These risks collectively form the risk profile of the Fund,
and can affect the value of the Fund's investments, its
investment performance and its price per share. These risks mean
that you can lose money by investing in the Fund. When you redeem
your shares, they may be worth more or less than what you paid
for them.

The Manager tries to reduce risks by carefully researching
securities before they are purchased, and in some cases by using
hedging techniques. The Fund attempts to reduce its exposure to
market risks by diversifying its investments, that is, by not
holding a substantial percentage of the securities of any one
issuer and by not investing too great a percentage of the Fund's
assets in any one issuer. Also, the Fund does not concentrate 25%
or more of its investments in the securities of any one foreign
government or in the debt and equity securities of companies in
any one industry.

However, changes in the overall market prices of securities
and the income they pay can occur at any time. The share price
and yield of the Fund will change daily based on changes in
market prices of securities and market conditions, and in
response to other economic events. There is no assurance that the
Fund will achieve its investment objective.

|X| Credit Risk. Debt securities are subject to credit risk.
Credit risk relates to the ability of the issuer of a security to
make interest and principal payments on the security as they
become due. If the issuer fails to pay interest, the Fund's
income might be reduced, and if the issuer fails to repay
principal, the value of that security and of the Fund's shares
might be reduced. While the Fund's investments in U.S. government
securities are subject to little credit risk, the Fund's other
investments in debt securities, particularly high-yield,
lower-grade debt securities, are subject to risks of default.

|_| Special Risks of Lower-Grade Securities. Because the
Fund can invest without limit in securities below investment
grade to seek high current income, the Fund's credit risks are
greater than those of funds that buy only investment-grade bonds.
Lower-grade debt securities may be subject to greater market
fluctuations and greater risks of loss of income and principal
than investment-grade debt securities. Securities that are (or
that have fallen) below investment grade are exposed to a greater
risk that the issuers of those securities might not meet their
debt obligations. These risks can reduce the Fund's share prices
and the income it earns.

|X| Risks of Foreign Investing. The Fund can invest its
assets without limit in foreign debt securities and can buy
securities of governments and companies in both developed markets
and emerging markets. The Fund normally invests significant
amounts of its assets in foreign securities. While foreign
securities offer special investment opportunities, there are also
special risks that can reduce the Fund's share prices and
returns.

The change in value of a foreign currency against the U.S.
dollar will result in a change in the U.S. dollar value of
securities denominated in that foreign currency. Currency rate
changes can also affect the distributions the Fund makes from the
income it receives from foreign securities as foreign currency
values change against the U.S. dollar. Foreign investing can
result in higher transaction and operating costs for the Fund.
Foreign issuers are not subject to the same accounting and
disclosure requirements that U.S. companies are subject to.

The value of foreign investments may be affected by exchange
control regulations, expropriation or nationalization of a
company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental economic or monetary policy
in the U.S. or abroad, or other political and economic factors.

|_| Special Risks of Emerging and Developing Markets.
Securities of issuers in emerging and developing markets may
offer special investment opportunities but present risks not
found in more mature markets. Those securities may be more
difficult to sell at an acceptable price and their prices may be
more volatile than securities of issuers in more developed
markets. Settlements of trades may be subject to greater delays
so that the Fund may not receive the proceeds of a sale of a
security on a timely basis.

|X| Interest Rate Risks. The prices of debt securities,
including U.S. government securities, are subject to change when
prevailing interest rates change. When interest rates fall, the
values of already-issued debt securities generally rise. When
interest rates rise, the values of already-issued debt securities
generally fall, and they may sell at a discount from their face
amount. The magnitude of these fluctuations will often be greater
for longer-term debt securities than shorter-term debt
securities. The Fund's share prices can go up or down when
interest rates change because of the effect of the changes on the
value of the Fund's investments in debt securities.

|X| Prepayment Risk. Prepayment risk occurs when the
mortgages underlying a mortgage-related security are prepaid at a
rate faster than anticipated (usually when interest rates rise)
and the issuer of the security can prepay the principal prior to
the security's maturity. Mortgage-related securities that are
subject to prepayment risk, including the CMOs and other
mortgage-related securities that the Fund buys, generally offer
less potential for gains when prevailing interest rates decline,
and have greater potential for loss than other debt securities
when interest rates rise.

The impact of prepayments on the price of a security may be
difficult to predict and may increase the volatility of the
price. The Fund might have to reinvest the proceeds of prepaid
securities in new securities offering lower yields. Additionally,
the Fund can buy mortgage-related securities at a premium.
Accelerated prepayments on those securities could cause the Fund
to lose the portion of its principal investment represented by
the premium the Fund paid.

|X| There are Special Risks in Using Derivative Investments.
The Fund can use derivatives to seek increased income or to try
to hedge investment risks. In general terms, a derivative
investment is an investment contract whose value depends on (or
is derived from) the value of an underlying asset, interest rate
or index. Options, futures, interest rate swaps, structured notes
and CMOs are examples of derivatives the Fund can use.

If the issuer of the derivative does not pay the amount due,
the Fund can lose money on the investment. Also, the underlying
security or investment on which the derivative is based, and the
derivative itself, might not perform the way the Manager expected
it to perform. If that happens, the Fund's share price could
decline or the Fund could get less income than expected. The Fund
has limits on the amount of particular types of derivatives it
can hold. However, using derivatives can cause the Fund to lose
money on its investment and/or increase the volatility of its
share prices.

How Risky is the Fund Overall? In the short term, the values of debt
securities can fluctuate substantially because of interest rate
changes. Foreign debt securities, particularly those of issuers in
emerging markets, and high yield securities can be volatile, and the
price of the Fund's shares can go up and down substantially because of
events affecting foreign markets or issuers or events affecting the
high yield market. The Fund's sector and security diversification
strategy may help cushion the Fund's shares prices from that
volatility, but debt securities are subject to other credit and
interest rate risks that can affect their values and the share prices
of the Fund. The Fund generally has more risks than bond funds that
focus on U. S. government securities and investment-grade bonds but
may be less volatile than funds that focus solely on investments in a
single foreign sector, such as emerging markets.

An investment in the Fund is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks
of investing in the Fund, by showing changes in the Fund's
performance1 from year to year since the Fund's inception and by
showing how the average annual total returns of the Fund's shares
compare to those of broad-based market indices. The Fund's past
investment performance is not necessarily an indication of how
the Fund will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

For the period from 1/1/99 through 3/31/99, the Fund's cumulative
return (not annualized) was 0.14%. Charges imposed by the separate
accounts that invest in the Fund are not included in the calculations
of return in this bar chart, and if those charges were included, the
returns would be less than those shown. During the period shown in the
bar chart, the highest return (not annualized) for a calendar quarter
was 5.90% ( 2nd Q '95) and the lowest return (not annualized) for a
calendar quarter was -3.70% (1st Q '98).

Average Annual Total Returns
for the periods ended 1 Year 5 Years Life of Fund*
December 31, 1998

Oppenheimer Strategic 2.90% 6.83% 6.79%
Bond Fund/VA

Lehman Brothers Aggregate 8.69% 7.27% 7.25%
Bond Index

Salomon Brothers World 15.31% 7.85% 7.87%
Government Bond Index

*The Fund's inception date was 5/3/93. The "life of class" index
performance is shown from 4/30/93.

The Fund's returns in the table measure the performance of a
hypothetical account without deducting charges imposed by the separate
accounts that invest in the Fund and assume that all dividends and
capital gains distributions have been reinvested in additional shares.
Because the Fund invests in a variety of domestic and foreign
corporate and government debt securities, the Fund's performance is
compared to the Lehman Brothers Aggregate Bond Index, an unmanaged
index of U.S. corporate and government bonds, and to the Salomon
Brothers World Government Bond Index, an unmanaged index of debt
securities of major foreign governments. However, it must be
remembered that the index performance reflects the reinvestment of
income but does not consider the effects of transaction costs. Also,
the Fund may have investments that vary from the index.

The Fund's total returns should not be expected to be the same as the
returns of other Oppenheimer funds, even if both funds have the same
portfolio managers and/or similar names.

- ---------------
1 The Fund has two classes of shares. This Prospectus offers only the
class of shares that has no class name designation, and the
performance shown is for that class. The other class of shares, Class
2, is not offered in this Prospectus.

About the Fund's Investments

The Fund's Principal Investment Policies. The allocation of the Fund's
portfolio among the different types of permitted investments will vary
over time based upon the evaluation of economic and market trends by
the Manager. At times the Fund might emphasize investments in one or
two sectors because of the Manager's evaluation of the opportunities
for high current income from debt securities in those sectors relative
to other sectors.

A debt security is essentially a loan by the buyer to the
issuer of the debt security. The issuer promises to pay back the
principal amount of the loan and normally pays interest, at a
fixed or variable rate, on the debt while it is outstanding. The
debt securities the Fund buys may be rated by nationally
recognized rating organizations or they may be unrated securities
assigned an equivalent rating by the Manager. The Fund's
investments may be investment grade or below investment grade in
credit quality and the Fund can invest without limit in below
investment-grade debt securities, commonly called "junk bonds."
These typically offer higher yields than investment grade bonds,
because investors assume greater risks of default of these
securities. The ratings definitions of the principal national
rating organizations is included in Appendix A to the Statement
of Additional Information.

The Fund can invest some of its assets in other types of
securities, including common stocks and other equity securities
of foreign and U.S. companies. However, the Fund does not
anticipate having significant investments in those types of
securities as part of its normal portfolio strategy. The Fund's
portfolio might not always include all of the different types of
investments described below. The Statement of Additional
Information contains more detailed information about the Fund's
investment policies and risks.

|X| U.S. Treasury Obligations. These include Treasury bills
(which have maturities of one year or less when issued), Treasury
notes (which have maturities of from one to ten years when
issued), and Treasury bonds (which have maturities of more than
ten years when issued). Treasury securities are backed by the
full faith and credit of the United States as to timely payments
of interest and repayments of principal. The Fund can also buy U.
S. Treasury securities that have been "stripped" of their coupons
by a Federal Reserve Bank, zero-coupon U.S. Treasury securities
described below, and Treasury Inflation-Protection Securities
("TIPS").

|X| Obligations Issued or Guaranteed by U.S. Government
Agencies or Instrumentalities. These include direct obligations
and mortgage-related securities that have different levels of
credit support from the U.S. government. Some are supported by
the full faith and credit of the U.S. government, such as
Government National Mortgage Association pass-through mortgage
certificates (called "Ginnie Maes"). Some are supported by the
right of the issuer to borrow from the U.S. Treasury under
certain circumstances, such as Federal National Mortgage
Association bonds ("Fannie Maes"). Others are supported only by
the credit of the entity that issued them, such as Federal Home
Loan Mortgage Corporation obligations ("Freddie Macs").

|_| Mortgage-Related U.S. Government Securities. The Fund
can buy interests in pools of residential or commercial
mortgages, in the form of collateralized mortgage obligations
("CMOs") and other "pass-through" mortgage securities. CMOs that
are U.S. government securities have collateral to secure payment
of interest and principal. They may be issued in different series
each having different interest rates and maturities. The
collateral is either in the form of mortgage pass-through
certificates issued or guaranteed by a U.S. agency or
instrumentality or mortgage loans insured by a U.S. government
agency. The Fund can have substantial amounts of its assets
invested in mortgage-related U.S. government securities.

The prices and yields of CMOs are determined, in part, by
assumptions about the cash flows from the rate of payments of the
underlying mortgages. Changes in interest rates may cause the
rate of expected prepayments of those mortgages to change. In
general, prepayments increase when general interest rates fall
and decrease when interest rates rise.

If prepayments of mortgages underlying a CMO occur faster
than expected when interest rates fall, the market value and
yield of the CMO could be reduced. When interest rates rise
rapidly, if prepayments occur more slowly than expected, a
short-or medium-term CMO can in effect become a long-term
security, subject to greater fluctuations in value. These
prepayment risks can make the prices of CMOs very volatile when
interest rates change. The prices of longer-term debt securities
tend to fluctuate more than those of shorter-term debt
securities. That volatility will affect the Fund's share prices.

High-Yield, Lower-Grade Debt Securities of U.S. Issuers. The Fund can
purchase a variety of lower-grade, high-yield debt securities of U.S.
issuers, including bonds, debentures, notes, preferred stocks, loan
participation interests, structured notes, asset-backed securities,
among others, to seek high current income. These securities are
sometimes called "junk bonds." The Fund has no requirements as to the
maturity of the debt securities it can buy, or as to the market
capitalization range of the issuers of those securities. There are no
restrictions on the amount of the Fund's assets that can be invested
in debt securities below investment grade.

Lower-grade debt securities are those rated below "Baa" by
Moody's Investors Service, Inc. or lower than "BBB" by Standard &
Poor's Rating Service or that have similar ratings by other
nationally-recognized rating organizations. The Fund can invest
in securities rated as low as "C" or "D", in unrated bonds or
bonds which are in default at the time the Fund buys them. While
securities rated "Baa" by Moody's or "BBB" by S&P are considered
"investment grade," they have some speculative characteristics.

The Manager does not rely solely on ratings issued by rating
organizations when selecting investments for the Fund. The Fund
can buy unrated securities that offer high current income. The
Manager may assign a rating to an unrated security that is
equivalent to the rating of a rated security that the Manager
believes offers comparable yields and risks.

While investment-grade securities are subject to risks of
non-payment of interest and principal, in general,
higher-yielding lower-grade bonds, whether rated or unrated, have
greater risks than investment-grade securities. They may be
subject to greater market fluctuations and risk of loss of income
and principal than investment-grade securities. There may be less
of a market for them and therefore they may be harder to sell at
an acceptable price. There is a relatively greater possibility
that the issuer's earnings may be insufficient to make the
payments of interest and principal due on the bonds. These risks
mean that the Fund may not achieve the expected income from
lower-grade securities, and that the Fund's net asset value per
share may be affected by declines in value of these securities.

|X| Private-Issuer Mortgage-Backed Securities. The Fund can
invest a substantial portion of its assets in mortgage-backed
securities issued by private issuers, which do not offer the
credit backing of U.S. government securities. Primarily these
include multi-class debt or pass-through certificates secured by
mortgage loans. They may be issued by banks, savings and loans,
mortgage bankers and other non-governmental issuers. Private
issuer mortgage-backed securities are subject to the credit risks
of the issuers (as well as the interest rate risks and prepayment
risks of CMOs, discussed above), although in some cases they may
be supported by insurance or guarantees.

|X| Asset-Backed Securities. The Fund can buy asset-backed
securities, which are fractional interests in pools of loans
collateralized by the loans or other assets or receivables. They
are issued by trusts and special purpose corporations that pass
the income from the underlying pool to the buyer of the interest.
These securities are subject to the risk of default by the issuer
as well as by the borrowers of the underlying loans in the pool.

The Fund's foreign debt investments can be denominated in
U.S. dollars or in foreign currencies. The Fund will buy foreign
currency only in connection with the purchase and sale of foreign
securities and not for speculation.

Foreign government debt securities might not be supported by
the full faith and credit of the issuing government. The Fund can
buy "Brady Bonds", which are U.S.-dollar denominated debt
securities collateralized by zero-coupon U.S. Treasury
securities. They are typically issued by emerging markets
countries and are considered speculative securities with higher
risks of default.

|X| Special Portfolio Diversification Requirements. To
enable a variable annuity or variable life insurance contract
based on an insurance company separate account to qualify for
favorable tax treatment under the Internal Revenue Code, the
underlying investments must follow special diversification
requirements that limit the percentage of assets that can be
invested in securities of particular issuers. The Fund's
investment program is managed to meet those requirements, in
addition to other diversification requirements under the Internal
Revenue Code and the Investment Company Act that apply to
publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could
cause earnings on a contract owner's interest in an insurance
company separate account to be taxable income. Those
diversification requirements might also limit, to some degree,
the Fund's investment decisions in a way that could reduce its
performance.

|X| Can the Fund's Investment Objective and Policies Change?
The Fund's Board of Trustees can change non-fundamental
investment 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 Fund's investment objective is a fundamental
policy. Investment restrictions that are fundamental policies are
listed in the Statement of Additional Information. An investment
policy is not fundamental unless this Prospectus or the Statement
of Additional Information says that it is.

|X| Portfolio Turnover. The Fund can engage in short-term
trading to try to achieve its objective. Portfolio turnover
affects brokerage and transaction costs the Fund pays. The
Financial Highlights table at the end of this Prospectus shows
the Fund's portfolio turnover rates during prior fiscal years.

|X| Zero-Coupon and "Stripped" Securities. Some of the
government and corporate debt securities the Fund buys are
zero-coupon bonds that pay no interest. They are issued at a
substantial discount from their face value. "Stripped" securities
are the separate income or principal components of a debt
security. Some CMOs or other mortgage-related securities may be
stripped, with each component having a different proportion of
principal or interest payments. One class might receive all the
interest and the other all the principal payments.

Zero-coupon and stripped securities are subject to greater
fluctuations in price from interest rate changes than
conventional interest-bearing securities. The Fund may have to
pay out the imputed income on zero-coupon securities without
receiving the actual cash currently. Interest-only securities are
particularly sensitive to changes in interest rates.

The values of interest-only mortgage-related securities are
also very sensitive to prepayments of underlying mortgages.
Principal-only securities are also sensitive to changes in
interest rates. When prepayments tend to fall, the timing of the
cash flows to these securities increases, making them more
sensitive to changes in interest rates. The market for some of
these securities may be limited, making it difficult for the Fund
to dispose of its holdings at an acceptable price. The Fund can
invest up to 50% of its total assets in zero-coupon securities
issued by either the U.S. Treasury or companies.

|X| Participation Interests in Loans. These securities
represent an undivided fractional interest in a loan obligation
by a borrower. They are typically purchased from banks or dealers
that have made the loan or are members of the loan syndicate. The
loans may be to foreign or U.S. companies. The Fund does not
invest more than 5% of its net assets in participation interests
of any one borrower. They are subject to the risk of default by
the borrower. If the borrower fails to pay interest or repay
principal, the Fund can lose money on its investment.

|X| "When-Issued" and "Delayed-Delivery" Transactions. The
Fund can 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 might be a risk of loss to the Fund if the value
of the security declines prior to the settlement date. No income
accrues to the Fund on a when-issued security until the Fund
receives the security on settlement of the trade.

|X| Illiquid and Restricted Securities. Investments may be
illiquid because there is no active trading market for them,
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 its resale or which cannot be sold
publicly until it is registered under the Securities Act of 1933.
The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities. Certain restricted securities
that are eligible for resale to qualified institutional
purchasers may not be subject to that limit. The Manager monitors
holdings of illiquid securities on an ongoing basis to determine
whether to sell any holdings to maintain adequate liquidity.

Markets underlying securities and indices may move in a
direction not anticipated by the Manager. Interest rate and stock
market changes in the U.S. and abroad may also influence the
performance of derivatives. As a result of these risks the Fund
could realize less principal or income from the investment than
expected. Certain derivative investments held by the Fund may be
illiquid.

|_| "Structured" Notes. The Fund can buy "structured" notes,
which are specially-designed derivative debt investments, their
principal payments or interest payments are linked to the value
of an index (such as a currency or securities index) or
commodity. The terms of the instrument may be "structured" by the
purchaser (the Fund) and the borrower issuing the note.

The principal and/or interest payments depend on the
performance of one or more other securities or indices, and the
values of these notes will therefore fall or rise in response to
the changes in the values of the underlying security or index.
They are subject to both credit and interest rate risks and
therefore the Fund could receive more or less than it originally
invested when the notes mature, or it might receive less interest
than the stated coupon payment if the underlying investment or
index does not perform as anticipated. Their values may be very
volatile and they may have a limited trading market, making it
difficult for the Fund to sell its investment at an acceptable
price.

|X| Hedging. The Fund can buy and sell certain kinds of
futures contracts, put and call options, forward contracts and
options on futures and broadly-based securities indices. These
are all referred to as "hedging instruments." The Fund does not
use hedging instruments for speculative purposes, and has limits
on its use of them. The Fund is not required to use hedging
instruments in seeking its goal, other than writing covered call
options when deemed appropriate by the Manager. Currently, the
Fund does not write call options to a significant extent.

The Fund could buy and sell options, futures and forward
contracts for a number of purposes. It might do so to try to
manage its exposure to the possibility that the prices of its
portfolio securities may decline, or to establish a position in
the securities market as a temporary substitute for purchasing
individual securities. It might do so to try to manage its
exposure to changing interest rates.

Options trading involves the payment of premiums and has
special tax effects on the Fund. There are also special risks in
particular hedging strategies. For example, if a covered call
written by the Fund is exercised on an investment that has
increased in value, the Fund will be required to sell the
investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call
price. In writing a put, there is a risk that the Fund may be
required to buy the underlying security at a disadvantageous
price.

If the Manager used a hedging instrument at the wrong time
or judged market conditions incorrectly, the strategy could
reduce the Fund's return. The 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.

Temporary Defensive Investments. For cash management purposes, the
Fund may hold cash equivalents such as commercial paper, repurchase
agreements, Treasury bills and other short-term U.S. government
securities. In times of adverse or unstable market or economic
conditions, the Fund can invest up to 100% of its assets in temporary
defensive investments. These would ordinarily be U. S. government
securities, highly-rated commercial paper, bank deposits or repurchase
agreements. To the extent the Fund invests defensively in these
securities, it might not achieve its investment objective.

The Manager, the Distributor and the Transfer Agent have been working
on necessary changes to their computer systems to deal with the year
2000 and expect that their systems will be adapted in time for that
event, although there cannot be assurance of success. Additionally,
the services they provide depend on the interaction of their computer
systems with those of insurance companies with separate accounts that
invest in the Fund, brokers, information services, the Fund's
Custodian and other parties. Therefore, any failure of the computer
systems of those parties to deal with the year 2000 might also have a
negative effect on the services they provide to the Fund. The extent
of that risk cannot be ascertained at this time.

How the Fund Is Managed

The Manager. The Fund's investment Manager, OppenheimerFunds, Inc.,
chooses the Fund's 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 an Investment Advisory
Agreement that states the Manager's responsibilities. The Agreement
sets forth the fees paid by the Fund to the Manager and describes the
expenses that the Fund is responsible to pay to conduct its business.

The Manager has operated as an investment adviser since
1959. The Manager (including subsidiaries) currently manages
investment companies, including other Oppenheimer funds, with
assets of more than $100 billion as of March 31, 1999, and with
more than 4 million shareholder accounts. The Manager is located
at Two World Trade Center, 34th Floor, New York, New York
10048-0203.

|X| Portfolio Manager. The portfolio managers of the Fund
are David P. Negri and Arthur P. Steinmetz. They have been the
persons principally responsible for the day-to-day management of
the Fund's portfolio since its inception in May 1993. Both are
Vice Presidents of the Fund and Senior Vice Presidents of the
Manager. They also serve as officers and portfolio managers for
other Oppenheimer funds. Mr. Steinmetz has been employed by the
Manager since 1986, and Mr. Negri, since 1989.

|X| Advisory Fees. Under the Investment Advisory Agreement,
the Fund pays the Manager an advisory fee at an annual rate that
declines on additional assets as the Fund grows: 0.75% of the
first $200 million of average annual 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% on the next $200 million and 0.50% of
average annual net assets over $1 billion. The Fund's management
fee for its last fiscal year ended December 31, 1998, was 0.74%
of the Fund's average annual net assets.

|X| Possible Conflicts of Interest. The Fund offers its shares to
separate accounts of different insurance companies that are not
affiliated with each other, as an investment for their variable
annuity, variable life and other investment product contracts. While
the Fund does not foresee any disadvantages to contract owners from
these arrangements, it is possible that the interests of owners of
different contracts participating in the Fund through different
separate accounts might conflict. For example, a conflict could arise
because of differences in tax treatment.

The Fund's Board has procedures to monitor the portfolio for
possible conflicts to determine what action should be taken. If a
conflict occurs, the Board might require one or more
participating insurance company separate accounts to withdraw
their investments in the Fund. That could force the Fund to sell
securities at disadvantageous prices, and orderly portfolio
management could be disrupted. Also, the Board might refuse to
sell shares of the Fund to a particular separate account, or
could terminate the offering of the Fund's shares if required to
do so by law or if it would be in the best interests of the
shareholders of the Fund to do so.

Investing in the Fund

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by
separate investment accounts of participating insurance companies as
an underlying investment for variable life insurance policies,
variable annuity contracts or other investment products. Individual
investors cannot buy shares of the Fund directly. Please refer to the
accompanying prospectus of the participating insurance company for
information on how to select the Fund as an investment option for that
variable life insurance policy, variable annuity or other investment
product. The Fund reserves the right to refuse any purchase order when
the Manager believes it would be in the Fund's best interests to do
so.

Information about your investment in the Fund through your variable
annuity contract, variable life insurance policy or other plan can be
obtained only from your participating insurance company or its
servicing agent. The Fund's Transfer Agent does not hold or have
access to those records. Instructions for buying or selling shares of
the Fund should be given to your insurance company or its servicing
agent, not directly to the Fund or its Transfer Agent.

|X| At What Price Are Shares Sold? Shares are sold at their
offering price, which is the net asset value per share. The Fund
does not impose any sales charge on purchases of its shares. If
there are any charges imposed under the variable annuity,
variable life or other contract through which Fund shares are
purchased, they are described in the accompanying prospectus of
the participating insurance company.

The net asset value per share is determined as of the close
of The New York Stock Exchange on each day that the exchange is
open for trading (referred to in this Prospectus as a "regular
business day"). The Exchange normally closes at 4:00 P.M., New
York time, but may close earlier on some days. All references to
time in this Prospectus mean "New York time."

The net asset value per share is determined by dividing the
value of the Fund's net assets attributable to a class of shares
by the number of shares of that class that are outstanding. The
Fund's Board of Trustees has established procedures to value the
Fund's securities to determine the Fund's net asset value, in
general based on market values. The Board has adopted special
procedures for valuing illiquid and restricted securities and
securities for which market values cannot be readily obtained.
Because some foreign securities trade in markets and on exchanges
that operate on weekends and U.S. holidays, the values of some of
the Fund's foreign investments might change significantly on days
when shares of the Fund cannot be purchased or redeemed.

The offering price that applies to an order from a
participating insurance company is based on the next calculation
of the net asset value per share that is made after the insurance
company (as the Fund's designated agent to receive purchase
orders) receives a purchase order from its contract owners to
purchase Fund shares on a regular business day, provided that the
Fund receives the order from the insurance company, generally by
9:30 A.M. on the next regular business day at the offices of its
Transfer Agent in Denver, Colorado.

|X| Classes of Shares. The Fund offers two different classes
of shares. The class of shares offered by this Prospectus has no
class name designation. The other class is designated as Class 2.
The different classes of shares represent investments in the same
portfolio of securities but are expected to have different
expenses and share prices.

How Are Shares Redeemed? As with purchases, only the participating
insurance companies that hold Fund shares in their separate accounts
for the benefit of variable annuity contracts, variable life insurance
policies or other investment products can place orders to redeem
shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund
shares. Contract owners should refer to the withdrawal or surrender
instructions in the accompanying prospectus of the participating
insurance company.

The share price that applies to a redemption order is the next net
asset value per share that is determined after the participating
insurance company (as the Fund's designated agent) receives a
redemption request on a regular business day from its contract or
policy holder, provided that the Fund receives the order from the
insurance company, generally by 9:30 A.M. the next regular business
day at the office of its Transfer Agent in Denver, Colorado. The Fund
normally sends payment by Federal Funds wire to the insurance
company's account the day after the Fund receives the order (and no
later than 7 days after the Fund's receipt of the order). Under
unusual circumstances determined by the Securities and Exchange
Commission, payment may be delayed or suspended.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each
class of shares from net investment income, if any, on an annual basis
and to pay those dividends in March on a date selected by the Board of
Trustees. The Fund has no fixed dividend rate and cannot guarantee
that it will pay any dividends.

Capital Gains. The Fund may realize capital gains on the sale of
portfolio securities. If it does, it may make distributions out of any
net short-term or long-term capital gains in March of each year. The
Fund may make supplemental distributions of dividends and capital
gains following the end of its fiscal year. There can be no assurance
that the Fund will pay any capital gains distributions in a particular
year.

Taxes. For a discussion of the tax status of a variable annuity
contract, a variable life insurance policy or other investment product
of a participating insurance company, please refer to the accompanying
prospectus of your participating insurance company. Because shares of
the Fund may be purchased only through insurance company separate
accounts for variable annuity contracts, variable life insurance
policies or other investment products, dividends paid by the Fund from
net investment income and distributions (if any) of net realized
short-term and long-term capital gains will be taxable, if at all, to
the participating insurance company.

This information is only a summary of certain federal income
tax information about an investment in Fund shares. You should
consult with your tax advisor or your participating insurance
company representative about the effect of an investment in the
Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the
Fund's financial performance for the past 5 fiscal years. Certain
information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has
been audited by Deloitte & Touche LLP, the Fund's independent
auditors, whose report, along with the Fund's financial statements, is
included in the Statement of Additional Information, which is
available on request.

<PAGE>

Net asset value, beginning of period $5.12
$5.09 $4.91 $4.60 $5.12
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income
.39 .39 .38 .38 .35
Net realized and unrealized gain (loss)
(.24) .04 .19 .30 (.54)
-----
- ----- ----- ----- -----
Total income (loss) from investment
operations
.15 .43 .57 .68 (.19)

- -----------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income
(.09) (.39) (.39) (.37) (.32)
Distributions from net realized gain
(.06) (.01) -- -- (.01)
-----
- ----- ----- ----- -----
Total dividends and distributions
to shareholders
(.15) (.40) (.39) (.37) (.33)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $5.12
$5.12 $5.09 $4.91 $4.60
=====
===== ===== ===== =====

=============================================================================================================================
TOTAL RETURN, AT NET ASSET VALUE(1)
2.90% 8.71% 12.07% 15.33% (3.78)%

=============================================================================================================================
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period
(in thousands) $279,200
$207,839 $118,716 $60,098 $20,320
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets
(in thousands) $250,227
$159,934 $ 82,604 $37,698 $15,389
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income
8.17% 8.23% 8.48% 9.32% 8.36%
Expenses
0.80% 0.83% 0.85% 0.85% 0.87%
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(2) 133.7%
149.7% 144.3% 87.0% 136.6%
</TABLE>

For More Information About Oppenheimer Strategic Bond Fund/VA:

The following additional information about Oppenheimer Strategic Bond
Fund/VA is available without charge upon request:

Statement of Additional Information
This document includes additional information about the Fund's
investment policies, risks, and operations. It is incorporated by
reference into this Prospectus (which means it is legally part of this
Prospectus).

Annual and Semi-Annual Reports
Additional information about the Fund's investments and performance is
available in the Fund's Annual and Semi-Annual Reports to
shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the
Fund's performance during its last fiscal year.

How to Get More Information:

You can request the Statement of Additional Information, the Annual
and Semi-Annual Reports, and other information about the Fund:

By Telephone: Call OppenheimerFunds Services toll-free: 1-888-470-0861

By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270

You can also obtain copies of the Statement of Additional Information
and other Fund documents and reports by visiting the SEC's Public
Reference Room in Washington, D.C. (Phone 1-800-SEC-0330) or the SEC's
Internet web site at http://www.sec.gov. Copies may be obtained upon
payment of a duplicating fee by writing to the SEC's Public Reference
Section, Washington, D.C. 20549-6009.

No one has been authorized to provide any information about the Fund
or to make any representations about the Fund other than what is
contained in this Prospectus. This Prospectus is not an offer to sell
shares of the Fund, nor a solicitation of an offer to buy shares of
the Fund, to any person in any state or other jurisdiction where it is
unlawful to make such an offer.

SEC File No. 811-4108
PR0265.001.0599 Printed on recycled paper.

Appendix to Prospectus of
Oppenheimer Strategic Bond Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer
Strategic Bond Fund/VA (the "Fund") under the heading "Annual
Total Return (as of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund
depicting the annual total returns of a hypothetical $10,000
investment in shares of the Fund for each of the five most recent
calendar years, without deducting separate account expenses. Set
forth below are the relevant data that will appear on the bar
chart:

Calendar
Year
Ended Annual Total Returns

12/31/94 -3.70%
12/31/95 15.33%
12/31/96 12.07%
12/31/97 8.71%
12/31/98 2.90%

<PAGE>

(OppenheimerFunds logo)

Oppenheimer Aggressive Growth Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 1999

Oppenheimer Aggressive Growth Fund/VA is a mutual fund that seeks
capital appreciation by investing in "growth-type" companies. The Fund
invests mainly in common stocks. Shares of the Fund are sold only as
the underlying investment for variable life insurance policies,
variable annuity contracts and other insurance company separate
accounts. A prospectus for the insurance product you have selected
accompanies this Prospectus and explains how to select shares of the
Fund as an investment under that insurance product. This Prospectus
contains important information about the Fund's objective, its
investment policies, strategies and risks. Please read this Prospectus
(and your insurance product prospectus) carefully before you invest
and keep them for future reference about your account.

As with all mutual funds, the Securities and Exchange Commission has
not approved or disapproved the Fund's securities nor has it
determined that this Prospectus is accurate or complete. It is a
criminal offense to represent otherwise.

Contents

About the Fund

The Fund's Objective and Investment Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

About the Fund's Investments

How the Fund is Managed

Investing in the Fund

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Fund's Objective and Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks capital
appreciation by investing in "growth-type" companies.

What Does the Fund Invest In? The Fund invests mainly in equity
securities, such as common stocks, and can invest in other equity
securities, such as preferred stocks and securities convertible into
common stock. It invests primarily in U.S. companies, but can also buy
foreign stocks.

The Fund emphasizes investments in companies that the Fund's
investment Manager, OppenheimerFunds, Inc., believes have
potential for increased stock prices relative to the overall
stock market. Growth companies can include established companies
entering a growth cycle in their business, as well as newer
companies.

The Fund can invest in securities of issuers of all market
capitalization ranges, but currently focuses on stocks of "large
capitalization" issuers (which have a market capitalization of
more than $5 billion). The Fund can also use hedging instruments
and certain derivative investments to try to manage investment
risks. These investments are more fully explained in "About the
Fund's Investments," below.

|X| How Does the Manager Decide What Securities to Buy or
Sell? In selecting securities for the Fund, the Fund's portfolio
manager looks for high-growth companies using a "bottom-up" stock
selection process. The "bottom-up" approach focuses on
fundamental analysis of individual issuers before considering
overall economic, market or industry trends. The stock selection
process includes analysis of other business and economic factors
that might contribute to the company's stock appreciation.

The portfolio manager also looks for companies with revenues
growing at above-average rates that might support and sustain
above-average earnings, and companies whose revenue growth is
primarily driven by strength in unit volume sales. While this
process and the inter-relationship of the factors used may change
over time, and its implementation may vary in particular cases,
the portfolio manager currently searches primarily for stocks of
companies having the following characteristics:

|_| What the portfolio manager believes to be a high rate of
sustainable earnings growth;

|_| Undiscovered and undervalued emerging growth characteristics;

|_| Innovate management and strong leadership positions in unique
market niches;

|_| An expectation of better-than-anticipated earnings or positive
earnings forecasts.

If the portfolio manager discerns a slowdown in the
company's internal revenue growth or earnings growth or a
negative movement in the company's fundamental economic
condition, he will consider selling that stock if there are other
investment alternatives that offer what he believes to be better
appreciation possibilities.

Who Is the Fund Designed For? The Fund's shares are available only as
an investment option under certain variable annuity contracts,
variable life insurance policies and investment plans offered through
insurance company separate accounts of participating insurance
companies, for investors seeking capital growth in their investment
over the long term. Those investors should be willing to assume the
greater risks of short-term shares price fluctuations that are typical
for an aggressive growth fund focusing on common stock investments.
The Fund does not seek current income and it is not designed for
investors needing assured levels of current income or preservation of
capital. The Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's
investments are subject to changes in their value from a number
of factors. They include changes in general stock market
movements (this is referred to as "market risk"). There may be
events or changes affecting particular industries that might be
emphasized in the Fund's portfolio (this is referred to as
"industry risk") or the change in value of particular stocks
because of an event affecting the issuer.

These risks collectively form the risk profile of the Fund,
and can affect the value of the Fund's investments, its
investment performance and its price per share. These risks mean
that you can lose money by investing in the Fund. When you redeem
your shares, they may be worth more or less than what you paid
for them.

The Manager tries to reduce risks by carefully researching
securities before they are purchased. The Fund attempts to reduce
its exposure to market risks by diversifying its investments,
that is, by not holding a substantial percentage of the stock of
any one company and by not investing too great a percentage of
the Fund's assets in any one issuer. Also, the Fund does not
concentrate 25% or more of its investments in any one industry.

However, changes in the overall market prices of securities
and the income they pay can occur at any time. The share price of
the Fund will change daily based on changes in market prices of
securities and market conditions, and in response to other
economic events. There is no assurance that the Fund will achieve
its investment objective.

|X| Risks of Investing in Stocks. Stocks fluctuate in price,
and their short-term volatility at times may be great. Because
the Fund currently focuses its investments primarily in common
stocks and other equity securities for capital appreciation, the
value of the Fund's portfolio will be affected by changes in the
stock markets. Market risk will affect the Fund's net asset value
per share, which will fluctuate as the values of the Fund's
portfolio securities change. A variety of factors can affect the
price of a particular stocks and the prices of individual stocks
do not all move in the same direction uniformly or at the same
time. Different stock markets may behave differently from each
other.

Stocks of growth companies may provide greater opportunities
for capital appreciation but may be more volatile than other
stocks. Additionally, stocks of issuers in a particular industry
may be affected by changes in economic conditions that affect
that industry more than others, or by availability of basic
resources or supplies, or other events. To the extent that the
Fund has greater emphasis on investments in a particular
industry, its share values may fluctuate in response to events
affecting that industry.

Other factors can affect a particular stock's price, such as
poor earnings reports by the issuer, loss of major customers,
major litigation against the issuer, or changes in government
regulations affecting the issuer. The Fund invests in securities
of large companies buy also invests in small and medium-size
companies, which may have more volatile stock prices than large
companies.

|X| Risks in Using Derivative Investments. The Fund can use
derivatives to seek increased returns or to try to hedge
investment risks. In general terms, a derivative investment is
one whose value depends on (or is derived from) the value of an
underlying asset, interest rate or index. Options, futures, and
forward contracts are examples of derivatives the Fund can use.

If the issuer of the derivative does not pay the amount due,
the Fund can lose money on the investment. Also, the underlying
security or investment on which the derivative is based, and the
derivative itself, might not perform the way the Manager expected
it to perform. If that happens, the Fund's share price could
decline or the Fund could get less income than expected. The Fund
has limits on the amount of particular types of derivatives it
can hold. However, using derivatives can cause the Fund to lose
money on its investment and/or increase the volatility of its
share prices.

How Risky is the Fund Overall? In the short term, stock markets can be
volatile, and the price of the Fund's shares can go up and down
substantially. The Fund generally does not use income-oriented
investments to help cushion the Fund's total return from changes in
stock prices, except for defensive purposes. The Fund is an aggressive
investment vehicle, designed for investors willing to assume greater
risks in the hope of achieving greater gains. In the short-term the
Fund may be less volatile than small-cap and emerging markets stock
funds, but it may be subject to greater fluctuations in its share
prices than funds that focus on both stocks and bonds.

An investment in the Fund is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks
of investing in the Fund, by showing changes in the Fund's
performance1 from year to year for the last ten calendar years
and by showing how the average annual total returns of the Fund's
shares compare to those of a broad-based market index. The Fund's
past investment performance is not necessarily an indication of
how the Fund will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

- -------------------
1 The Fund has two classes of shares. This Prospectus offers only the
class of shares that has no class name designation, and the
performance shown is for that class. The other class of shares, Class
2, is not offered in this Prospectus.

For the period from 1/1/99 through 3/31/99, the Fund's cumulative
return (not annualized) was 9.70%. Charges imposed by the separate
accounts that invest in the Fund are not included in the calculations
of return in this bar chart, and if those charges were included, the
returns would be less than those shown. During the period shown in the
bar chart, the highest return (not annualized) for a calendar quarter
was 24.70% (4th Q '98) and the lowest return (not annualized) for a
calendar quarter was -23.25% (3rd Q '98).

Average Annual Total Returns
for the periods ended 1 Year 5 Years 10 Years
December 31, 1998

Oppenheimer Aggressive 12.36% 13.06% 16.12%
Growth Fund/VA

S&P 500 Index 28.60% 24.05% 19.19%

The Fund's returns in the table measure the performance of a
hypothetical account without deducting charges imposed by the separate
accounts that invest in the Fund and assume that all dividends and
capital gains distributions have been reinvested in additional shares.
Because the Fund invests primarily in stocks, the Fund's performance
is compared to the S&P 500 Index, an unmanaged index of equity
securities that is a measure of the general domestic stock market.
However, it must be remembered that the index performance reflects the
reinvestment of income but does not consider the effects of
transaction costs.

The Fund's total returns should not be expected to be the same as the
returns of other Oppenheimer funds, even if both funds have the same
portfolio managers and/or similar names.

About the Fund's Investments

The Fund's Principal Investment Policies. The allocation of the Fund's
portfolio among the different types of permitted investments will vary
over time based upon the evaluation of economic and market trends by
the Manager. The Fund's portfolio might not always include all of the
different types of investments described below. The Statement of
Additional Information contains more detailed information about the
Fund's investment policies and risks.

|X| Stock Investments. The Fund invests in securities issued
by companies that the Manager believes have growth potential.
Growth companies can be new or established companies that may be
developing new products or services, that have relatively
favorable prospects, or that are expanding into new and growing
markets. Current examples include companies in the fields of
telecommunications, biotechnology, computer software, and new
consumer products. Growth companies may be providing new products
or services that can enable them to capture a dominant or
important market position. They may have a special area of
expertise or the capability to take advantage of changes in
demographic factors in a more profitable way than larger, more
established companies.

Growth companies tend to retain a large part of their
earnings for research, development or investment in capital
assets. Therefore, they might not emphasize paying dividends, and
may not pay any dividends for some time. They are selected for
the Fund's portfolio because the Manager believes the price of
the stock will increase over the long term, relative to the
overall stock market.

|_| Cyclical Opportunities. The Fund might also seek to take
advantage of changes in the business cycle by investing in
companies that are sensitive to those changes if the Manager
believes they have growth potential. For example, when the
economy is expanding, companies in the consumer durables and
technology sectors might benefit and present long-term growth
opportunities. The Fund focuses on seeking growth over the long
term, but could seek to take tactical advantage of short-term
market movements or events affecting particular issuers or
industries.

|_| Other Equity Securities. While the Fund emphasizes
investments in common stocks, it can also buy preferred stocks,
warrants and securities convertible into common stock. Although
many convertible securities are debt securities, the Manager
considers some of them to be "equity equivalents" because of the
conversion feature, and in that case their rating has less impact
on the investment decision than in the case of other debt
securities. Nevertheless, convertible debt securities are subject
to credit risk (the risk that the issuer will not make timely
payments in interest and principal) and interest rate risk (the
risk that the value of the security will fall if interest rates
rise).

|_| Industry Focus. At times, the Fund may increase the
relative emphasis of its investment in a particular industry.
Stocks of issuers in a particular industry are subject to changes
in economic conditions, government regulations, availability of
basic resources or supplies, or other events that affect that
industry more than others. To the extent that the Fund has
greater emphasis on investments in a particular industry, its
share values may fluctuate in response to events affecting that
industry. To some extent that risk may be limited by the Fund's
policy of not concentrating 25% or more of its assets in
investments in any one industry.

While the Fund emphasizes investments in common stocks, it
may also buy preferred stocks and securities convertible into
common stock. While many convertible securities are debt
securities, the Manager considers some of them to be "equity
equivalents" because of the conversion feature and in those cases
their rating has less impact on the investment decision than in
the case of other debt securities. Nevertheless, convertible debt
securities are subject to both "credit risk" (the risk that the
issuer will not pay interest or repay principal in a timely
manner) and "interest rate risk" (the risk that prices of the
securities will be affected inversely by changes in prevailing
interest rates). If the Fund buys convertible securities (or
other debt securities), it will focus primarily on
investment-grade securities which pose less credit risk than
lower-grade debt securities.

|X| Special Portfolio Diversification Requirements. To
enable a variable annuity or variable life insurance contract
based on an insurance company separate account to qualify for
favorable tax treatment under the Internal Revenue Code, the
underlying investments must follow special diversification
requirements that limit the percentage of assets that can be
invested in securities of particular issuers. The Fund's
investment program is managed to meet those requirements, in
addition to other diversification requirements under the Internal
Revenue Code and the Investment Company Act that apply to
publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could
cause earnings on a contract owner's interest in an insurance
company separate account to be taxable income. Those
diversification requirements might also limit, to some degree,
the Fund's investment decisions in a way that could reduce its
performance.

|X| Can the Fund's Investment Objective and Policies Change?
The Fund's Board of Trustees can change non-fundamental
investment 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 Fund's investment objective is a fundamental
policy. Investment restrictions that are fundamental policies are
listed in the Statement of Additional Information. An investment
policy is not fundamental unless this Prospectus or the Statement
of Additional Information says that it is.

|X| Portfolio Turnover. The Fund can engage in short-term
trading to try to achieve its objective. Portfolio turnover
affects brokerage costs the Fund pays. The Financial Highlights
table below shows the Fund's portfolio turnover rates during
prior fiscal years.

|X| Investing in Small, Unseasoned Companies. The Fund can
invest without limit in small, unseasoned companies. These are
companies that have been in operation less than three years,
including the operations of any predecessors. These securities
may have limited liquidity, which means that the Fund may not be
able to sell them quickly at an acceptable price. Their prices
may be very volatile, especially in the short-term.

|X| Foreign Investing. The Fund can buy securities in any
country, including developed countries and emerging markets. The
Fund limits its investments in foreign securities to not more
than 25% of its net assets, and it normally does not expect to
invest substantial amounts of its assets in foreign stocks.

|_| Special Risks of Foreign Investing. While foreign
securities offer special investment opportunities, there are also
special risks. The change in value of a foreign currency against
the U.S. dollar will result in a change in the U.S. dollar value
of securities denominated in that foreign currency. Foreign
issuers are not subject to the same accounting and disclosure
requirements that U.S. companies are subject to. The value of
foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's
assets, foreign taxes, delays in settlement of transactions,
changes in governmental economic or monetary policy in the U.S.
or abroad, or other political and economic factors. Securities in
underdeveloped countries may be more difficult to sell and their
prices may be more volatile than securities of issuers in
developed markets.

|X| Illiquid and Restricted Securities. Investments may be
illiquid because there is no active trading market for them,
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 its resale or which cannot be sold
publicly until it is registered under the Securities Act of 1933.
The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities. Certain restricted securities
that are eligible for resale to qualified institutional
purchasers may not be subject to that limit. The Manager monitors
holdings of illiquid securities on an ongoing basis to determine
whether to sell any holdings to maintain adequate liquidity.

|X| Hedging. The Fund can buy and sell certain kinds of
futures contracts, put and call options, forward contracts and
options on futures and broadly-based securities indices. These
are all referred to as "hedging instruments." The Fund is not
required to use hedging to seek its objective. The Fund has
limits on its use of hedging instruments and does not use them
for speculative purposes.

Options trading involves the payment of premiums and has
special tax effects on the Fund. There are also special risks in
particular hedging strategies. If the Manager used a hedging
instrument at the wrong time or judged market conditions
incorrectly, the strategy could reduce the Fund's return. The
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.

Temporary Defensive Instruments. In times of unstable or adverse
market or economic conditions, the Fund can invest up to 100% of its
assets in temporary defensive investments. Generally, they would be
cash equivalents (such as commercial paper) money market instruments,
short-term debt securities, U.S. government securities, or repurchase
agreements. They could include other investment-grade debt securities.
The Fund might also hold these types of securities pending the
investment of proceeds from the sale of Fund share or portfolio
securities or to meet anticipated redemptions of Fund shares. To the
extent the Fund invests defensively in these securities, it might not
achieve its investment objective of capital appreciation.

The Manager, the Distributor and the Transfer Agent have
been working on necessary changes to their computer systems to
deal with the year 2000 and expect that their systems will be
adapted in time for that event, although there cannot be
assurance of success. Additionally, the services they provide
depend on the interaction of their computer systems with those of
insurance companies with separate accounts that invest in the
Fund, brokers, information services, the Fund's Custodian and
other parties. Therefore, any failure of the computer systems of
those parties to deal with the year 2000 might also have a
negative effect on the services they provide to the Fund. The
extent of that risk cannot be ascertained at this time.

How the Fund Is Managed

The Manager. The Fund's investment Manager, OppenheimerFunds, Inc.,
chooses the Fund's 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 an Investment Advisory
Agreement that states the Manager's responsibilities. The Agreement
sets forth the fees paid by the Fund to the Manager and describes the
expenses that the Fund is responsible to pay to conduct its business.

The Manager has operated as an investment adviser since
1959. The Manager (including subsidiaries) currently manages
investment companies, including other Oppenheimer funds, with
assets of more than $100 billion as of March 31, 1999, and with
more than 4 million shareholder accounts. The Manager is located
at Two World Trade Center, 34th Floor, New York, New York
10048-0203.

|X| Portfolio Manager. The portfolio manager of the Fund is
Bruce L. Bartlett. He is a Vice President of the Fund and a
Senior Vice President of the Manager. He has been the person
principally responsible for the day-to-day management of the
Fund's portfolio since April, 1998. Mr. Bartlett serves as
portfolio manager and Vice President of other Oppenheimer funds.
Prior to joining the Manager in 1995, Mr. Bartlett was a Vice
President and Senior Portfolio Manager at First of America
Investment Corp.

|X| Advisory Fees. Under the Investment Advisory Agreement,
the Fund pays the Manager an advisory fee at an annual rate that
declines on additional assets as the Fund grows: 0.75% of the
first $200 million of average annual 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 $700 million, and 0.58% of
average annual net assets over $1.5 billion. The Fund's
management fee for its last fiscal year ended December 31, 1998,
was 0.69% of the Fund's average annual net assets.

|X| Possible Conflicts of Interest. The Fund offers its
shares to separate accounts of different insurance companies that
are not affiliated with each other, as an investment for their
variable annuity, variable life and other investment product
contracts. While the Fund does not foresee any disadvantages to
contract owners from these arrangements, it is possible that the
interests of owners of different contracts participating in the
Fund through different separate accounts might conflict. For
example, a conflict could arise because of differences in tax
treatment.

The Fund's Board has procedures to monitor the portfolio for
possible conflicts to determine what action should be taken. If a
conflict occurs, the Board might require one or more
participating insurance company separate accounts to withdraw
their investments in the Fund. That could force the Fund to sell
securities at disadvantageous prices, and orderly portfolio
management could be disrupted. Also, the Board might refuse to
sell shares of the Fund to a particular separate account, or
could terminate the offering of the Fund's shares if required to
do so by law or if it would be in the best interests of the
shareholders of the Fund to do so.

Investing in the Fund

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by
separate investment accounts of participating insurance companies as
an underlying investment for variable life insurance policies,
variable annuity contracts or other investment products. Individual
investors cannot buy shares of the Fund directly. Please refer to the
accompanying prospectus of the participating insurance company for
information on how to select the Fund as an investment option for that
variable life insurance policy, variable annuity or other investment
product. The Fund reserves the right to refuse any purchase order when
the Manager believes it would be in the Fund's best interests to do
so.

Information about your investment in the Fund through your variable
annuity contract, variable life insurance policy or other plan can be
obtained only from your participating insurance company or its
servicing agent. The Fund's Transfer Agent does not hold or have
access to those records. Instructions for buying or selling shares of
the Fund should be given to your insurance company or its servicing
agent, not directly to the Fund or its Transfer Agent.

|X| At What Price Are Shares Sold? Shares are sold at their offering
price, which is the net asset value per share. The Fund does not
impose any sales charge on purchases of its shares. If there are any
charges imposed under the variable annuity, variable life or other
contract through which Fund shares are purchased, they are described
in the accompanying prospectus of the participating insurance company.

The net asset value per share is determined as of the close
of The New York Stock Exchange on each day that the exchange is
open for trading (referred to in this Prospectus as a "regular
business day"). The Exchange normally closes at 4:00 P.M., New
York time, but may close earlier on some days. All references to
time in this Prospectus mean "New York time."

The net asset value per share is determined by dividing the
value of the Fund's net assets attributable to a class of shares
by the number of shares of that class that are outstanding. The
Fund's Board of Trustees has established procedures to value the
Fund's securities to determine the Fund's net asset value, in
general based on market values. The Board has adopted special
procedures for valuing illiquid and restricted securities and
securities for which market values cannot be readily obtained.
Because some foreign securities trade in markets and on exchanges
that operate on weekends and U.S. holidays, the values of some of
the Fund's foreign investments might change significantly on days
when shares of the Fund cannot be purchased or redeemed.

The offering price that applies to an order from a
participating insurance company is based on the next calculation
of the net asset value per share that is made after the insurance
company (as the Fund's designated agent to receive purchase
orders) receives a purchase order from its contract owners to
purchase Fund shares on a regular business day, provided that the
Fund receives the order from the insurance company, generally by
9:30 A.M. on the next regular business day at the offices of its
Transfer Agent in Denver, Colorado.

This Prospectus may not be used to offer Class 2 shares. A
description of the Service Plans that affect only Class 2 shares
of the Fund is contained in the Fund's Prospectus that offers
Class 2 shares. That Prospectus, when available, may be obtained
without charge by contacting any participating insurance company
that offers Class 2 shares of the Fund as an investment for its
separate accounts. You can also obtain a copy from
OppenheimerFunds Distributor, Inc. by calling toll-free
1-888-470-0861.

How Are Shares Redeemed? As with purchases, only the participating
insurance companies that hold Fund shares in their separate accounts
for the benefit of variable annuity contracts, variable life insurance
policies or other investment products can place orders to redeem
shares. Contract holders and policy holders should not directly
contact the Fund or its transfer agent to request a redemption of Fund
shares. Contract owners should refer to the withdrawal or surrender
instructions in the accompanying prospectus of the participating
insurance company.

The share price that applies to a redemption order is the
next net asset value per share that is determined after the
participating insurance company (as the Fund's designated agent)
receives a redemption request on a regular business day from its
contract or policy holder, provided that the Fund receives the
order from the insurance company, generally by 9:30 A.M. the next
regular business day at the office of its Transfer Agent in
Denver, Colorado. The Fund normally sends payment by Federal
Funds wire to the insurance company's account the day after the
Fund receives the order (and no later than 7 days after the
Fund's receipt of the order). Under unusual circumstances
determined by the Securities and Exchange Commission, payment may
be delayed or suspended.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each
class of shares from net investment income, if any, on an annual
basis, and to pay those dividends in March or a date selected by the
Board of Trustees. The Fund has no fixed dividend rate and cannot
guarantee that it will pay any dividends.

Capital Gains. The Fund may realize capital gains on the sale of
portfolio securities. If it does, it may make distributions out of any
net short-term or long-term capital gains in March of each year. The
Fund may make supplemental distributions of dividends and capital
gains following the end of its fiscal year. There can be no assurance
that the Fund will pay any capital gains distributions in a particular
year.

All dividends (and any capital gains distributions will be reinvested
automatically in additional Fund shares at net asset value for the
account of the participating insurance company (unless the insurance
company elects to have dividends or distributions paid in cash).
Taxes. For a discussion of the tax status of a variable annuity
contract, a variable life insurance policy or other investment product
of a participating insurance company, please refer to the accompanying
prospectus of your participating insurance company. Because shares of
the Fund may be purchased only through insurance company separate
accounts for variable annuity contracts, variable life insurance
policies or other investment products, dividends paid by the Fund from
net investment income and distributions (if any) of net realized
short-term and long-term capital gains will be taxable, if at all, to
the participating insurance company.

This information is only a summary of certain federal income
tax information about an investment in Fund shares. You should
consult with your tax advisor or your participating insurance
company representative about the effect of an investment in the
Fund under your contract or policy.

Financial Highlights

The Financial Highlights Table is presented to help you understand the
Fund's financial performance for the past 5 fiscal years. Certain
information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has
been audited by Deloitte & Touche LLP, the Fund's independent
auditors, whose report, along with the Fund's financial statements, is
included in the Statement of Additional Information, which is
available on request.

<PAGE>

Net asset value, beginning of period $40.96
$38.71 $34.21 $25.95 $31.64
- ------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.05)
.10 .09 .11 .10
Net realized and unrealized gain (loss) 5.09
4.01 6.59 8.29 (2.22)
------
- ------ ------ ------ ------
Total income (loss) from investment
operations 5.04
4.11 6.68 8.40 (2.12)

- ------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income (.10)
(.09) (.11) (.09) (.04)
Distributions from net realized gain (1.07)
(1.77) (2.07) (.05) (3.53)
------
- ------ ------ ------ ------
Total dividends and distributions
to shareholders (1.17)
(1.86) (2.18) (.14) (3.57)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $44.83
$40.96 $38.71 $34.21 $25.95
======
====== ====== ====== ======

==============================================================================================================================
TOTAL RETURN, AT NET ASSET VALUE(1) 12.36%
11.67% 20.22% 32.52% (7.59)%

==============================================================================================================================
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands) $1,077,960
$877,807 $617,392 $325,404 $185,774
- ------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 954,848
$753,852 $467,080 $240,730 $153,832
- ------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) (0.12)%
0.31% 0.32% 0.47% 0.50%
Expenses 0.71%
0.73% 0.75% 0.78% 0.57%
- ------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(2) 79.8%
87.6% 100.1% 125.5% 96.5%
</TABLE>

For More Information About Oppenheimer Aggressive Growth Fund/VA:

The following additional information about Oppenheimer Aggressive Growth Fund/VA
is available without charge upon request:

Annual and Semi-Annual Reports
Additional information about the Fund's investments and performance is
available in the Fund's Annual and Semi-Annual Reports to
shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the
Fund's performance during its last fiscal year.

How to Get More Information:

You can request the Statement of Additional Information, the Annual
and Semi-Annual Reports, and other information about the Fund:

By Telephone:
Call OppenheimerFunds Services toll-free:
1-888-470-0861

By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270

You can also obtain copies of the Statement of Additional Information
and other Fund documents and reports by visiting the SEC's Public
Reference Room in Washington, D.C. (Phone 1-800-SEC-0330) or the SEC's
Internet web site at http://www.sec.gov. Copies may be obtained upon
payment of a duplicating fee by writing to the SEC's Public Reference
Section, Washington, D.C. 20549-6009.

No one has been authorized to provide any information about the Fund
or to make any representations about the Fund other than what is
contained in this Prospectus. This Prospectus is not an offer to sell
shares of the Fund, nor a solicitation of an offer to buy shares of
the Fund, to any person in any state or other jurisdiction where it is
unlawful to make such an offer.

SEC File No. 811-4108
PR0620.001.0599 Printed on recycled paper.

Appendix to Prospectus of
Oppenheimer Aggressive Growth Fund/VA
(a series of Oppenheimer Variable Account Funds)

Graphic material included in the Prospectus of Oppenheimer
Aggressive Growth Fund/VA (the "Fund") under the heading "Annual
Total Return (as of 12/31 each year)":

Calendar
Year
Ended Annual Total Returns
12/31/89 27.57%
12/31/90 -16.82%
12/31/91 54.72%
12/31/92 15.42%
12/31/93 27.32%
12/31/94 -7.59%
12/31/95 32.52%
12/31/96 20.23%
12/31/97 11.67%
12/31/98 12.36%

<PAGE>

(OppenheimerFunds logo)

Oppenheimer Capital Appreciation Fund/VA
A series of Oppenheimer Variable Account Funds

Prospectus dated May 1, 1999

Oppenheimer Capital Appreciation Fund/VA is a mutual fund that seeks
capital appreciation as its goal. The Fund invests mainly in common
stocks of well-known, established companies. Prior to May 1, 1999,
this Fund was named "Oppenheimer Growth Fund". Shares of the Fund are
sold only as the underlying investment for variable life insurance
policies, variable annuity contracts and other insurance company
separate accounts. A prospectus for the insurance product you have
selected accompanies this Prospectus and explains how to select shares
of the Fund as an investment under that insurance product. This
Prospectus contains important information about the Fund's objective,
its investment policies, strategies and risks. Please read this
Prospectus (and your insurance product prospectus) carefully before
you invest and keep them for future reference about your account.

As with all mutual funds, the Securities and Exchange Commission has
not approved or disapproved the Fund's securities nor has it
determined that this Prospectus is accurate or complete. It is a
criminal offense to represent otherwise.

Contents

About the Fund

The Fund's Objective and Investment Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

About the Fund's Investments

How the Fund is Managed

Investing in the Fund

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

About the Fund

The Fund's Objective and Investment Strategies

What Is the Fund's Investment Objective? The Fund seeks capital
appreciation by investing in securities of well-known established
companies.

What Does the Fund Invest In? The Fund invests mainly in common stocks
of established and well-known U.S. companies. The Fund can buy other
equity securities, such as preferred stocks and securities convertible
into common stock. The Fund can buy securities of issuers in foreign
countries, buy typically does not hold them to a substantial degree.
The Fund can invest in any country, but it emphasizes investments in
the United States and other developed markets.

Well-known and established companies the Fund focuses on
generally are companies that have a history of earnings and
dividends and are issued by seasoned companies, having an
operating history of at least five years, including any
predecessors. While the Fund can invest in securities of issues
of all market capitalization ranges, the well known, established
companies the Fund's investment Manager, OppenheimerFunds, Inc.
usually emphasizes for the Fund are categorized as "large
capitalization" issuers (having a market capitalization of $5
billion or more). Current income is a secondary consideration in
the selection of the Fund's portfolio securities.

The Fund can also use hedging instruments and certain derivative
investments to try to manage investment risks. These investments are
more fully explained in "About the Fund's Investments," below.

|X| How Does the Manager Decide What Securities to Buy or
Sell? In selecting securities for the Fund, the Fund's portfolio
manager looks primarily for companies with high growth potential
using fundamental analysis of a company's financial statements
and management structure, and analysis of the company's
operations and product development, as well as the industry of
which the issuer is part.

In seeking broad diversification of the Fund's portfolio,
the portfolio manager looks for stocks that are reasonably priced
in relation to overall stock market valuations. The portfolio
manager currently focuses on the factors below (which may vary in
particular cases and may change over time), looking for:

|_| Companies in market sectors that are market leaders,

|_| Companies with relatively stable or established businesses in
established markets, that are in or entering into a growth cycle.

|_| Companies with a history of above-average earnings growth.

Who Is the Fund Designed For? The Fund's shares are available only as
an investment option under certain variable annuity contracts,
variable life insurance policies and investment plans offered through
insurance company separate accounts of participating insurance
companies, for investors seeking capital appreciation in their
investment over the long term, from investments in common stocks of
well-known companies. Those investors should be willing to assume the
risks of short-term share price fluctuations that are typical for a
fund focusing on stock investments. Since the Fund's income level will
fluctuate and will likely be small, it is not designed for investors
needing an assured level of current income. The Fund is not a complete
investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's
investments in stocks are subject to changes in their value from
a number of factors. They include changes in general stock market
movements (this is referred to as "market risk"), or the change
in value of particular stocks because of an event affecting the
issuer. At times, the Fund might increase the relative emphasis
of its investments in a particular industry. If it does, it may
be subject to the risks that economic, political or other events
can have a negative effect on the values of securities of issuers
in that industry (this is referred to as "industry risk").

These risks collectively form the risk profile of the Fund,
and can affect the value of the Fund's investments, its
investment performance and its price per share. These risks mean
that you can lose money by investing in the Fund. When you redeem
your shares, they may be worth more or less than what you paid
for them.

However, changes in the overall market prices of securities
and the income they pay can occur at any time. The share price of
the Fund will change daily based on changes in market prices of
securities and market conditions and in response to other
economic events. There is no assurance that the Fund will achieve
its investment objective.

|X| Risks of Investing in Stocks. Stocks fluctuate in price,
and their short-term volatility at times may be great. Because
the Fund currently invests primarily in common stocks for capital
appreciation, the value of the Fund's portfolio will be affected
by changes in the stock markets. Market risk will affect the
Fund's net asset value per share, which will fluctuate as the
values of the Fund's portfolio securities change. A variety of
factors can affect the price of a particular stocks and the
prices of individual stocks do not all move in the same direction
uniformly or at the same time. Different stock markets may behave
differently from each other.

Other factors can affect a particular stock's price, such as
poor earnings reports by the issuer, loss of major customers,
major litigation against the issuer, or changes in government
regulations of large companies, but can also invest in small and
medium-size companies, which may have more volatile stock prices
than large companies.

How Risky is the Fund Overall? In the short term, stock markets can be
volatile, and the price of the Fund's shares can go up and down
substantially. The Fund generally does not use income-oriented
investments to a great extent to help cushion the Fund's share price
from stock market volatility, except for defensive purposes. Because
it focuses on larger companies, the Fund generally may be less
volatile than funds focusing on investments in small-cap stocks, but
the Fund may have greater risk of volatility than funds that invest in
both stocks and fixed income securities.

An investment in the Fund is not a deposit of any bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

The Fund's Past Performance

The bar chart and table below show one measure of the risks
of investing in the Fund, by showing changes in the Fund's
performance1 from year to year for the last ten calendar years
and by showing how the average annual total returns of the Fund's
shares compare to those of a broad-based market index. The Fund's
past investment performance is not necessarily an indication of
how the Fund will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total
returns]

For the period from 1/1/99 through 3/31/99, the Fund's cumulative
return (not annualized) was 6.55%. Charges imposed by the separate
accounts that invest in the Fund are not included in the calculations
of return in this bar chart, and if those charges were included, the
returns would be less than those shown. During the periods shown in
the bar chart, the highest return (not annualized) for a calendar
quarter was 26.75% (4th Q '98) and the lowest return (not annualized)
for a calendar quarter was -16.41% (3rd Q '98).

Average Annual Total Returns
for the periods ended 1 Year 5 Years 10 Years
December 31, 1998

Oppenheimer Capital 24.00% 22.10% 16.85%
Appreciation Fund/VA

S&P 500 Index 28.60% 24.05% 19.19%

The Fund's returns in the table measure the performance of a
hypothetical account without deducting charges imposed by the separate
accounts that invest in the Fund and assume that all dividends and
capital gains distributions have been reinvested in additional shares.
Because the Fund invests primarily in stocks, the Fund's performance
is compared to the S&P 500 Index, an unmanaged index of equity
securities that is a measure of the general domestic stock market.
However, it must be remembered that the index performance reflects the
reinvestment of income but does not consider the effects of
transaction costs.

The Fund's total returns should not be expected to be the same as the
returns of other Oppenheimer funds, even if both funds have the same
portfolio managers and/or similar names.

1 The Fund has two classes of shares. This Prospectus offers only the
class of shares that has no class name designation, and the
performance shown is for that class. The other class of shares, Class
2, is not offered in this Prospectus.

About the Fund's Investments

The Fund's Principal Investment Policies. The allocation of the Fund's
portfolio among the different types of permitted investments will vary
over time based upon the evaluation of economic and market trends by
the Manager. The Fund's portfolio might not always include all of the
different types of investments described below. The Statement of
Additional Information contains more detailed information about the
Fund's investment policies and risks.

|X| Stock Investments. The types of growth companies the
Manager focuses on are larger, more established growth companies.
Growth companies may be companies that are developing new
products or services, such as companies in the technology sector,
or they may be expanding into new markets for their products,
such as the energy sector. Growth companies tend to retain a
large part of their earnings for research, development or
investment in capital assets. Therefore, they do not tend to
emphasize paying dividends, and may not pay any dividends for
some time. They are selected for the Fund's portfolio because the
Manager believes the price of the stock will increase over time.

|_| Cyclical Opportunities. The Fund may also seek to take
advantage of changes in the business cycle by investing in
companies that are sensitive to those changes if the Manager
believes they have growth potential. For example, when the
economy is expanding, companies in the consumer durables and
technology sectors might benefit and present long-term growth
opportunities. The Fund might sometimes seek to take tactical
advantage of short-term market movements or events affecting
particular issuers or industries.

While the Fund emphasizes investments in common stocks, it
can also buy preferred stocks and securities convertible into
common stock. While many convertible securities are debt
securities, the Manager considers some of them to be "equity
equivalents" because of the conversion feature and in those cases
their rating has less impact on the investment decision than in
the case of other debt securities. Nevertheless, convertible debt
securities are subject to both "credit risk" (the risk that the
issuer will not pay interest or repay principal in a timely
manner) and "interest rate risk" (the risk that prices of the
securities will be affected inversely by changes in prevailing
interest rates). If the Fund buys convertible securities (or
other debt securities), it will focus primarily on
investment-grade securities which pose less credit risk than
lower-grade debt securities.

|X| Special Portfolio Diversification Requirements. To
enable a variable annuity or variable life insurance contract
based on an insurance company separate account to qualify for
favorable tax treatment under the Internal Revenue Code, the
underlying investments must follow special diversification
requirements that limit the percentage of assets that can be
invested in securities of particular issuers. The Fund's
investment program is managed to meet those requirements, in
addition to other diversification requirements under the Internal
Revenue Code and the Investment Company Act that apply to
publicly-sold mutual funds.

Failure by the Fund to meet those special requirements could
cause earnings on a contract owner's interest in an insurance
company separate account to be taxable income. Those
diversification requirements might also limit, to some degree,
the Fund's investment decisions in a way that could reduce its
performance.

|X| Can the Fund's Investment Objective and Policies Change?
The Fund's Board of Trustees can change non-fundamental
investment 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 Fund's investment objective is a fundamental
policy. Investment restrictions that are fundamental policies are
listed in the Statement of Additional Information. An investment
policy is not fundamental unless this Prospectus or the Statement
of Additional Information says that it is.

|X| Portfolio Turnover. The Fund may engage in short-term
trading to try to achieve its objective. Portfolio turnover
affects brokerage costs the Fund pays. The Financial Highlights
table at the end of this Prospectus shows the Fund's portfolio
turnover rates during prior fiscal years.

|X| Illiquid and Restricted Securities. Investments may be
illiquid because there is no active trading market for them,
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 its resale or which cannot be sold
publicly until it is registered under the Securities Act of 1933.
The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities. Certain restricted securities
that are eligible for resale to qualified institutional
purchasers may not be subject to that limit. The Manager monitors
holdings of illiquid securities on an ongoing basis to determine
whether to sell any holdings to maintain adequate liquidity.

|X| Derivative Investments. The Fund can invest in a number
of different kinds of "derivative" investments. In general terms,
a derivative investment is one whose value depends on (or is
derived from) the value of an underlying asset, interest rate or
index.

|_| There are Special Risks in Using Derivative Investments.
If the issuer of the derivative does not pay the amount due, the
Fund can lose money on the investment. Also, the underlying
security or investment on which the derivative is based, and the
derivative itself, might not perform the way the Manager expected
it to perform. If that happens, the Fund's share price could
decline or the Fund could get less income than expected. The Fund
has limits on the amount of particular types of derivatives it
can hold. However, using derivatives can cause the Fund to lose
money on its investment and/or increase the volatility of its
share prices.

In the broadest sense, exchange-traded options, futures
contracts, and other hedging instruments the Fund might use may
be considered "derivative investments." In addition to using
hedging instruments, the Fund might use other derivative
investments because they offer the potential for increased
principal value.

|X| Hedging. The Fund can buy and sell certain kinds of
futures contracts, forward contracts and put and call options,
including options on futures and broadly-based securities
indices. These are all referred to as "hedging instruments." The
Fund does not currently use hedging extensively and is not
required to do so to seek its objective. The Fund has limits on
its use of hedging instruments and currently does not use them
for speculative purposes.

The Fund could buy and sell options, futures and forward
contracts for a number of purposes. It might do so to try to
manage its exposure to the possibility that the prices of its
portfolio securities may decline, or to establish a position in
the securities market as a temporary substitute for purchasing
individual securities. It might do so to try to manage its
exposure to changing interest rates.

Options trading involves the payment of premiums and has
special tax effects on the Fund. There are also special risks in
particular hedging strategies. For example, if a covered call
written by the Fund is exercised on an investment that has
increased in value, the Fund will be required to sell the
investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call
price.

If the Manager used a hedging instrument at the wrong time
or judged market conditions incorrectly, the strategy could
reduce the Fund's return. The 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.

Temporary Defensive Investments. For cash management purposes, the
Fund can hold cash equivalents such as commercial paper, repurchase
agreements, Treasury bills and other short-term U.S. government
securities. In times of adverse or unstable market or economic
conditions, the Fund can invest up to 100% of its assets in temporary
defensive investments. These would ordinarily be U. S. government
securities, highly-rated commercial paper, bank deposits or repurchase
agreements. To the extent the Fund invests defensively in these
securities, it might not achieve its investment objective.

The Manager, the Distributor and the Transfer Agent have been working
on necessary changes to their computer systems to deal with the year
2000 and expect that their systems will be adapted in time for that
event, although there cannot be assurance of success. Additionally,
the services they provide depend on the interaction of their computer
systems with those of insurance companies with separate accounts that
invest in the Fund, brokers, information services, the Fund's
Custodian and other parties. Therefore, any failure of the computer
systems of those parties to deal with the year 2000 might also have a
negative effect on the services they provide to the Fund. The extent
of that risk cannot be ascertained at this time.

How the Fund Is Managed

The Manager. The Fund's investment Manager, OppenheimerFunds, Inc.,
chooses the Fund's 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 an Investment Advisory
Agreement that states the Manager's responsibilities. The Agreement
sets the fees paid by the Fund to the Manager and describes the
expenses that the Fund is responsible to pay to conduct its business.

The Manager has operated as an investment adviser since
1959. The Manager (including subsidiaries) currently manages
investment companies, including other Oppenheimer funds, with
assets of more than $100 billion as of March 31, 1999, and with
more than 4 million shareholder accounts. The Manager is located
at Two World Trade Center, 34th Floor, New York, New York
10048-0203.

|X| Portfolio Manager. The portfolio manager of the Fund is
Jane Putnam. She is a Vice President of the Fund and the Manager.
She has been the person principally responsible for the
day-to-day management of the Fund's portfolio since May, 1994.
Ms. Putnam also serves as an officer and portfolio manager for
other Oppenheimer funds. Before joining the manager in 1994, she
was a portfolio manager and equity research analyst for Chemical
Bank.

|X| Advisory Fees. Under the Investment Advisory Agreement,
the Fund pays the Manager an advisory fee at an annual rate that
declines on additional assets as the Fund grows: 0.75% of the
first $200 million of average annual 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 average annual net assets over
$800 million. The Fund's management fee for its last fiscal year
ended December 31, 1998, was 0.72% of the Fund's average annual
net assets.