OPPENHEIMER VARIABLE ACCOUNT FUNDS
497, 2000-09-07
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Oppenheimer
Aggressive Growth Fund/VA
A series of Oppenheimer Variable
Account Funds                            Oppenheimer Aggressive Growth Fund/VA
                                         is a mutual fund that seeks capital
Prospectus dated May 1, 2000,            appreciation by investing in "growth
revised September 8, 2000                type" companies. It currently
                                         emphasizes investments in
                                         stocks of mid-cap 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,   and
                                         whether   you  are  only   eligible  to
                                         purchase Service shares of the Fund.
                                                      This Prospectus contains
                                         important information about the Fund's
                                         objective, its investment policies,
                                         strategies and risks. Please read this
As with all mutual funds, the            Prospectus (and your insurance product
Securities and Exchange Commission      prospectus) carefully before you invest
has not approved or disapproved         and keep them for future reference
the Fund's securities nor has it        about your account.
determined that this Prospectus is
accurate or complete.
It is a criminal offense to represent
otherwise.
                                         (Oppenheimerfunds logo)


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




<PAGE>


ABOUT THE FUND

The Fund's Investment Objective and Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?  The Fund seeks capital appreciation by
investing in "growth type" companies.

WHAT  DOES THE  FUND  MAINLY  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 stocks. The Fund
emphasizes   investments  in  companies  believed  by  the  investment  manager,
OppenheimerFunds,  Inc. (the "Manager") to have  significant  growth  potential.
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
"mid-cap"  issuers  (currently  those  issuers  between  $2.5  billion and $11.5
billion).  The Fund can invest in domestic and foreign companies,  although most
of its investments are in stocks of U.S. companies.

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:
      o What the  portfolio  manager  believes to be a high rate of  sustainable
      earnings   growth;   o  Undiscovered   and  undervalued   emerging  growth
      characteristics;  o Innovative  management and strong leadership positions
      in unique market niches;
         and/or
      o 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.  However,
the Fund is not a complete investment program.

Main Risks of Investing in the Fund

      All  investments  have some  degree of risk.  The Fund's  investments,  in
particular,  are  subject  to  changes  in their  value from a number of factors
described below. They include changes in general stock market movements (this is
referred  to as  "market  risk").  There  is also the risk  that  poor  security
selection by the Manager will cause the Fund to underperform  other funds having
a  similar  objective.  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.

      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 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.

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.  Securities  in the
Fund's  portfolio  may not  increase  as much as the  market as a whole.  Growth
stocks may at times be  favored  by the market and at other  times may be out of
favor.  Some  securities may be inactively  traded,  and  therefore,  may not be
readily bought or sold.  Although in some growth stocks may appreciate  quickly,
investors  should  not  expect  that  investments  of the Fund  will  appreciate
rapidly. Some investments should be expected to decline in value.

      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  but may also  invests in small and
medium-size  companies,  which may have more  volatile  stock  prices than large
companies.


Industry and Sector Focus. At times the Fund may increase the relative  emphasis
      of its  investments  in a  particular  industry  or sector.  The prices of
      stocks of issuers in a particular industry or sector may go up and down in
      response  to  changes  in  economic  conditions,  government  regulations,
      availability of basic  resources or supplies,  or other events that affect
      that  industry  or sector  more than  others.  To the extent that the Fund
      increases  the  relative  emphasis  of  its  investments  in a  particular
      industry or sector,  its share values may  fluctuate in response to events
      affecting that industry or sector. 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.

Risks of  Growth  Stocks.   Stocks  of  growth  companies,   particularly  newer
      companies,  may offer  opportunities for greater capital  appreciation but
      may be more volatile than stocks of larger, more established companies. If
      the company's earnings growth or stock price fails to increase as expected
      the stock price of a growth company may decline sharply.

HOW RISKY IS THE FUND OVERALL?  The risks described above  collectively form the
overall  risk  profile  of the  Fund and can  affect  the  value  of the  Fund's
investments,  its  investment  performance  and its price per share.  Particular
investments and investment strategies also have risks. 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.  There is no  assurance  that
the Fund will achieve its investment objective.

      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  performance  from year to year for the
last ten calendar  years and by showing how the average annual total returns for
1, 5 and 10 years of the Fund's shares compare to those of a broad-based  market
index.  Performance is not shown for the Fund's Service  shares,  which were not
offered prior to May 1, 2000.  Because  Service  shares are subject to a service
fee, the  performance  is expected to be lower for any given period.  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 1/1/00 through 3/31/00,  the Fund's  cumulative  return (not
annualized) was 25.65%.  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  45.84%  (4thQ'99)  and  the  lowest  return  (not
annualized) for a calendar quarter was -23.25% (3rdQ'98).

------------------------------------------------------------------------------
 Average Annual
 Total Returns for         1 Year              5 Years            10 Years
 the periods ended
 December 31, 1999
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Oppenheimer                83.60%              29.70%              20.43%
Aggressive
Growth Fund/VA

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
S&P 500 Index              21.03%              28.54%              18.19%

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

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.

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.  Newer 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.  Stocks  of growth  companies  are
      selected for the Fund's  portfolio  because the Manager believes the price
      of the stock will increase in value over time.

      The Fund does not limit its investments to issuers in a particular  market
      capitalization range or ranges, although it currently focuses on large-cap
      issuers.  "Market  capitalization"  refers to the total market value of an
      issuer's  common stock.  The stock prices of large-cap  issuers tend to be
      less volatile  than the prices of mid-cap and  small-cap  companies in the
      short term, but these  large-cap  companies may not afford the same growth
      opportunities as mid-cap and small-cap companies.

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.

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 OF 1940 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. Other 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 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.

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). 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.

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.

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.

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.

Derivative  Investments.  The Fund can invest in a number of different  kinds of
      "derivative" investments.  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.  In the broadest  sense,
      options,  futures contracts,  and other hedging instruments the Fund might
      use may be  considered  "derivative"  investments.  In  addition  to using
      derivatives for hedging,  the Fund might use other derivative  investments
      because they offer the potential for increased  value.  The Fund currently
      does not use  derivatives  to a significant  degree and is not required to
      use them in seeking its objective.

      Derivatives  have risks.  If the issuer of the derivative  investment does
      not pay the amount  due,  the Fund can lose money on the  investment.  The
      underlying  security or investment on which a derivative is based, and the
      derivative  itself, may not perform the way the Manager expected it to. As
      a result of these risks the Fund could  realize  less  principal or income
      from the investment than expected or its hedge might be unsuccessful. As a
      result, the Fund's share prices could fall. Certain derivative investments
      held by the Fund might be illiquid.

   o  Hedging.  The  Fund  can buy and  sell  futures  contracts,  put and  call
      options,  and  forward  contracts.  These are all  referred to as "hedging
      instruments." The Fund does not currently use hedging  extensively nor for
      speculative  purposes. It has limits on its use of hedging instruments and
      is not required to use them in seeking its objective.

      Some of these strategies  would hedge the Fund's  portfolio  against price
      fluctuations.  Other hedging  strategies,  such as buying futures and call
      options,  would tend to increase  the Fund's  exposure  to the  securities
      market.

      Options  trading  involves  the  payment of  premiums  and has special tax
      effects on the Fund. 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. 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.

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  been an  investment  adviser  since  January  1960  and
currently manages  investment  companies  including other Oppenheimer funds. The
Manager (including subsidiaries and affiliates) manages assets of more than $120
billion as of January  31, 2000 with more than 5 million  shareholder  accounts.
The Manager is located at Two World Trade Center, 34th Floor, New York, New York
10048-0203.

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.

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, 1999, was 0.66%
      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.  That Prospectus will indicate whether you are only eligible
to purchase  Service  shares of the Fund.  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.

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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
designated as Service shares are subject to a Distribution and Service Plan. The
impact of the  expenses of the Plan on Service  shares is described  below.  The
class of shares that are not subject to a Plan has no class "name"  designation.
The different  classes of shares represent  investments in the same portfolio of
securities but are expected to have different expenses and share prices.






Distribution and Service Plan for Service Shares.

      The Fund has adopted a Distribution and Service Plan for Service shares to
pay the distributor,  for  distribution  related services for the Fund's Service
shares.  Although the Plan allows for payment to be made  quarterly at an annual
rate of up to 0.25% of the  average  annual net assets of Service  shares of the
Fund, that rate is currently  reduced to 0.15%. The Board may increase that rate
to no more than 0.25% per annum, without advance  notification.  The distributor
currently  uses all of those  fees to  compensate  sponsor(s)  of the  insurance
product that offers Fund shares,  for providing personal service and maintenance
of accounts of their  variable  contract  owners that hold Service  shares.  The
impact of the  service  plan is to  increase  operating  expenses of the Service
shares,  which results in lower  performance  compared to the Fund's shares that
are not subject to a service fee.

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.  Dividends  and
distributions  will generally be lower for Service  shares,  which normally have
higher  expenses.  The Fund has no fixed dividend rate and cannot guarantee that
it will pay any dividends.

      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).

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.
Because  Service  shares of the Fund were not issued  prior to May 1,  2000,  no
financial  information is shown for Service  shares in the Financial  Highlights
table or in the  financial  statements  included in the  Statement of Additional
Information.

<PAGE>

--------------------------------------------------------------------------------
Financial Highlights
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                                          1999            1998          1997            1996           1995
<S>                                                       <C>             <C>           <C>             <C>            <C>
=============================================================================================================================
Per Share Operating Data
Net asset value, beginning of period                      $44.83          $40.96        $38.71          $34.21         $25.95
-----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                                (.09)           (.05)          .10             .09            .11
Net realized and unrealized gain                           37.57            5.09          4.01            6.59           8.29
-----------------------------------------------------------------------------------------------------------------------------
Total income from investment operations                    37.48            5.04          4.11            6.68           8.40
-----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                          --            (.10)         (.09)           (.11)          (.09)
Distributions from net realized gain                          --           (1.07)        (1.77)          (2.07)          (.05)
-----------------------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                               --           (1.17)        (1.86)          (2.18)          (.14)
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                            $82.31          $44.83        $40.96          $38.71         $34.21
                                                          ======          ======        ======          ======         ======
=============================================================================================================================
Total Return, at Net Asset Value(1)                        83.60%          12.36%        11.67%          20.22%         32.52%
=============================================================================================================================
Ratios/Supplemental Data
Net assets, end of period (in millions)                   $2,104          $1,078          $878            $617           $325
-----------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions)                          $1,314           $ 955          $754            $467           $241
-----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income (loss)                               (0.17)%         (0.12)%        0.31%           0.32%          0.47%
Expenses                                                    0.67%           0.71%(3)      0.73%(3)        0.75%(3)       0.78%(3)
-----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(4)                                    66%             80%           88%            100%           126%
</TABLE>

1. Assumes a $1,000 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 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. Annualized for periods less than one full year.
3. Expense ratio has not been grossed up to reflect the effect of expenses paid
indirectly.
4. 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, 1999, were $821,119,876 and $835,938,199, respectively.

                                                                             9

<PAGE>


INFORMATION AND SERVICES

For More Information on Oppenheimer Aggressive Growth Fund/VA:

The following additional information about Oppenheimer Aggressive Growth 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.

--------------------------------------------------------------------------------
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  1.202.942.8090)  or the EDGAR  database  on the SEC's
Internet web site at http://www.sec.gov.  Copies may be obtained upon payment of
a  duplicating   fee  by  electronic   request  at  the  SEC's  e-mail  address:
publicinfo@secgov.,  or by  writing  to  the  SEC's  Public  Reference  Section,
Washington, D.C. 20549-0102.

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
PR0620.001.0600
Printed on recycled paper.
                                                (OppenheimerFunds logo)




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)":

     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
-----                               --------------------
12/31/90                                  -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%
12/31/99                                  83.60%














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