OPPENHEIMER QUEST VALUE FUND, INC.
Supplement dated February 24, 1997 to the
Prospectus dated December 16, 1996
The Prospectus dated December 16, 1996, as previously
supplemented pursuant to a Prospectus supplement dated January
1, 1997, is hereby further supplemented as follows:
1. 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.
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.
February 24, 1997 PS0225.006
