OPPENHEIMER QUEST VALUE FUND, INC.
Supplement dated January 1, 1997 to the
Prospectus dated December 16, 1996
The Prospectus is changed as follows:
1. In addition to paying dealers the regular commission for (1)
sales of Class A shares stated in the sales charge table in "Buying
Class A Shares" on page 28, (2) sales of Class B shares described
in the fifth paragraph in "Distribution and Service Plans for Class
B and Class C Shares" on page 36, and (3) sales of Class C shares
described in the sixth paragraph in "Distribution and Service Plans
for Class B and Class C Shares" on page 36, the Distributor will
pay additional commission to each broker, dealer and financial
institution that has a sales agreement with the Distributor and
agrees to accept that additional commission (these are referred to
as "participating firms") for Class A, Class B and Class C shares
of the Fund sold in "qualifying transactions" (the "promotion").
The additional commission will be 1.00% of the offering price of
shares of the Fund sold by a registered representative or sales
representative of a participating firm during the promotion. If
the additional commission is paid on the sale of Class A shares of
$500,000 or more or the sale of Class A shares to a SEP IRA with
100 or more eligible participants and those shares are redeemed
within 13 months from the end of the month in which they were
purchased, the participating firm will be required to return the
additional commission.
"Qualifying transactions" are aggregate sales of $150,000 or
more of Class A, Class B and/or Class C shares of any one or more
of the Oppenheimer funds (except money market funds and municipal
bond funds) for rollovers or trustee-to-trustee transfers to (1)
IRAs, rollover IRAs, SEP IRAs and SAR-SEP IRAs, using the
OppenheimerFunds, Inc. prototype IRA agreement, if the rollover
contribution or the trustee-to-trustee payment is received during
the period from January 1, 1997 through April 15, 1997 (the
"promotion period"), and (2) IRAs, rollover IRAs, SEP IRAs and
SAR-SEP IRAs using the A.G. Edwards & Sons, Inc. prototype IRA
agreement, where the rollover contribution or trustee-to-trustee
payment is received during the promotion period. "Qualifying
transactions" also include purchases of shares of Oppenheimer funds
for OppenheimerFunds or A.G. Edwards & Sons, Inc. prototype IRAs,
rollover IRAs, SEP IRAs and SAR-SEP IRAs effected through a
rollover by an investor, or through a direct rollover or trustee-
to-trustee transfer from another retirement plan trustee, of IRA
assets or other employee benefit plan assets from an account or
investment other than an account or investment in the Oppenheimer
funds. The payment for the shares purchased for a rollover to an
OppenheimerFunds prototype IRA or for a rollover, direct rollover
or trustee-to-trustee transfer to an A.G. Edwards & Sons, Inc.
prototype IRA must be received during the promotion period, or the
acceptance of a direct rollover or trustee-to-trustee transfer to
an OppenheimerFunds prototype IRA must be acknowledged by the
trustee of the OppenheimerFunds prototype IRA during the promotion
period. "Qualifying transactions" do not include (1) purchases of
Class A shares intended but not yet made under a Letter of Intent,
and (2) purchases of Class A, Class B and/or Class C shares with
the redemption proceeds from an existing Oppenheimer funds account.
2. The first paragraph of the section captioned "Class A
Contingent Deferred Sales Charge" in "Buying Class A Shares" on
page 29, is revised by adding the following subparagraph:
Purchases by a retirement plan qualified under section
401(a) if the retirement plan has total plan assets of $500,000 or
more.
January 1, 1997 PS0225.005
