OPPENHEIMER QUEST VALUE FUND, INC.
Supplement dated May 1, 1997 to the
Prospectus dated December 16, 1996
The supplement dated February 24, 1997 to the Prospectus is
replaced by this supplement. The Prospectus is changed as
follows:
1. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is replaced with the following:
(1) If you invest $1 million or more
($500,000 or more for purchases by
"Retirement Plans", as defined in "Class A
Contingent Deferred Sales Charge" on page 29)
in Class A shares, you may have to pay a
sales charge of up to 1% if you sell your
shares within 12 calendar months (18 months
for shares purchased prior to May 1, 1997)
from the end of the calendar month during
which you purchased those shares. See "How
to Buy Shares - Buying Class A Shares",
below.
2. The sections of the Prospectus entitled "Investment
Objective and Policies," and "Investment Techniques and
Strategies" are revised to reflect that on February 4, 1997, the
Board of Trustees of the Fund determined that some of the
investment policies of the Fund should be changed as described
below. The changes that involve fundamental policies have been
submitted to the Fund's shareholders for a vote at a meeting
scheduled for April 30, 1997, which has been adjourned. The
proposed changes are as follows:
(1) The Fund's investment objective on page 11 would be
restated as "The Fund seeks capital appreciation." The
revised investment objective would remain a fundamental
policy.
The following policies would no longer be fundamental
policies:
(2) The Fund's investment policies listed under the
caption "Investment Policies and Strategies" on page
11.
(3) The Fund's policy that it may not invest more than
15% of its net assets in illiquid securities discussed
on pages 16 and 17.
(4) The Fund's policy that it may not invest more than
15% of its total assets in securities of issuers having
a record, together with predecessors, of less than
three years continuous operation on page 17 .
3. The section of the Prospectus captioned "The Sub-Adviser"
set forth under "How the Fund is Managed" on page 19 is hereby
revised to read as follows:
The Manager has retained the Sub-Adviser to provide
day-to-day portfolio management of the Fund. Prior to
November 22, 1995, the Sub-Adviser was named Quest for
Value Advisors and was the investment adviser to the
Fund. The Sub-Adviser is a majority-owned subsidiary
of Oppenheimer Capital, a registered investment
advisor, whose employees perform all investment
advisory services provided to the Fund by the Sub-
Adviser. Oppenheimer Financial Corp., a holding
company, holds a one-third interest in Oppenheimer
Capital and Oppenheimer Capital, L.P., a Delaware
limited partnership whose units are traded on The New
York Stock Exchange and of which Oppenheimer Financial
Corp. is the sole general partner, owns the remaining
two-thirds interest.
On February 13, 1997, PIMCO Advisors L.P., a registered
investment adviser with $110 billion in assets under
management through various subsidiaries, signed a
definitive agreement with Oppenheimer Group, Inc. and
its subsidiary Oppenheimer Financial Corp. for PIMCO
Advisors L.P. and its affiliate, Thomson Advisory
Group, Inc., to acquire the one-third managing general
partner interest in Oppenheimer Capital and the 1.0%
general partner interest in Oppenheimer Capital L.P.
The completion of the transaction is subject to certain
client, lender, Internal Revenue Service and other
approvals.
4. The second sentence in "Class A Shares" under "Classes of
Shares" on page 24 is replaced by the following:
If you purchase Class A shares as part of an investment
of at least $1 million ($500,000 for Retirement Plans)
in shares of one or more Oppenheimer funds, you will
not pay an initial sales charge, but if you sell any of
those shares within 12 months of buying them (18 months
if the shares were purchased prior to May 1, 1997), you
may pay a contingent deferred sales charge.
5. The following sentence is added to the end of the paragraph
in "Which Class of Shares Should You Choose? - How Does It Affect
Payments To My Broker?" on page 27:
The Distributor may pay additional periodic
compensation from its own resources to securities
dealers or financial institutions based upon the value
of shares of the Fund owned by the dealer or financial
institution for its own account or for its customers.
6. The following third sub-paragraph is added to "Buying Class
A Shares - Class A Contingent Deferred Sales Charge" on page 29:
Purchases by a retirement plan qualified under
section 401(a) if the retirement plan has total plan
assets of $500,000 or more.
7. The first sentence in the second paragraph of "Buying Class
A Shares - Class A Contingent Deferred Sales Charge" on page 29
is replaced by the following:
The Distributor pays dealers of record commission on
those purchases in an amount equal to (i) 1.0% for non-
Retirement Plan accounts, and (ii) for Retirement Plan
accounts, 1.0% of the first $2.5 million, plus 0.50% of
the next $2.5 million, plus 0.25% of purchases over $5
million, calculated on a calendar year basis.
8. In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 30, the first sentence
is replaced by the following:
If you redeem any of those shares purchased prior to
May 1, 1997, within 18 months of the end of the
calendar month of their purchase, a contingent deferred
sales charge (called the "Class A contingent deferred
sales charge") may be deducted from the redemption
proceeds. A Class A contingent deferred sales charge
may be deducted from the redemption proceeds of any of
those shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end
of the calendar month of their purchase.
9. The third sentence of the second paragraph of "Reduced
Sales Charges for Class A Share Purchases - Right of
Accumulation" on page 31 is replaced by the following:
The Distributor will add the value, at current offering
price, of the shares you previously purchased and
currently own to the value of current purchases to
determine the sales charge rate that applies.
10. The third sub-paragraph in "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page
33 is replaced by the following:
if, at the time of purchase of shares (prior
to May 1, 1997) the dealer agreed in writing to accept
the dealer's portion of the sales commission in
installments of 1/18th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 18 months of purchase);
if, at the time of purchase of shares (on or
after May 1, 1997) the dealer agrees in writing to
accept the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 12 months of purchase);
11. The following subparagraphs are added at the end of
"Waivers of the Class A Contingent Deferred Sales Charge for
Certain Redemptions" on page 34:
for distributions from Retirement Plans having
500 or more eligible participants, except distributions
due to termination of all of the Oppenheimer funds as
an investment option under the Plan; and
for distributions from 401(k) plans sponsored
by broker-dealers that have entered into a special
agreement with the Distributor allowing this waiver.
12. The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and
Class C Shares" on page 36:
If a dealer has a special agreement with the
Distributor, the Distributor will pay the Class B
service fee and the asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission
and service fee advance at the time of purchase.
13. The following is added as a new penultimate sentence to the
sixth paragraph of "Distribution and Service Plans for Class B
and Class C shares" on page 36:
If a dealer has a special agreement with the
Distributor, the Distributor shall pay the Class C
service fee and asset-based sales charge to the dealer
quarterly in lieu of paying the sales commission and
service fee advance at the time of purchase.
14. The introductory phrase in the sixth sub-paragraph of
"Waivers for Redemptions in Certain Cases" in "Waivers of Class B
and Class C Sales Charges" on page 37 is replaced with the
following and a new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype
401(k) plans and from certain Massachusetts Mutual Life
Insurance Company prototype 401(k) plans . . . or (6)
for loans to participants or beneficiaries.
15. The following sub-paragraph is added at the end of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and
Class C Sales Charges" on page 37:
Distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special
agreement with the Distributor allowing this waiver.
16. The section captioned "Special Investor Services" is revised
by adding the following after the sub-section captioned
"PhoneLink" on page 38:
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to
the Transfer Agent by fax (telecopier). Please call 1-800-
525-7048 for information about which transactions are
included. Transaction requests submitted by fax are subject
to the same rules and restrictions as written and telephone
requests described in this Prospectus.
May 1, 1997 PS0225.007
OPPENHEIMER QUEST VALUE FUND, INC.
Supplement Dated May 1, 1997
to the Statement of Additional Information dated December 16,
1997
The section of the Statement of Additional Information entitled
"Other Investment Restrictions" on pages 13 and 14 is revised by
this supplement to reflect that on February 4, 1997, the Board of
Trustees of the Fund determined that some of the investment
policies of the Fund should be changed as described below. The
changes that involve fundamental policies have been submitted to
the Fund's shareholders for a vote at a meeting scheduled for
April 30, 1997, which has been adjourned. The proposed changes
are as follows:
(1) The Fund's policy that it may not purchase
securities on margin would no longer be a fundamental
policy
(2) The fundamental policy that the Fund may not
mortgage, hypothecate or pledge any of its assets would
be replaced by the following: "The Fund may not
mortgage, hypothecate or pledge any of its assets
except in connection with hedging permitted by any of
its other investment policies."
(3) The fundamental policy that prohibits the Fund from
investing in physical commodities or physical commodity
contracts or speculate in financial commodity
contracts, but permits the Fund to purchase and sell
financial futures contracts and options on such futures
contract exclusively for hedging purposes would be
replaced by the following fundamental policy: "The
Fund cannot invest in physical commodities or physical
commodity contracts; however, the Fund may: (i) buy and
sell hedging instruments to the extent specified in its
Prospectus from time to time, and (ii) buy and sell
options, futures, securities or other instruments
backed by, or the investment return from which is
linked to changes in the price of, physical
commodities."
May 1, 1997 PX0225.002
