OPPENHEIMER QUEST VALUE FUND, INC.
Supplement dated June 5, 1998 to the Statement of
Additional Information dated February 27, 1998
The Statement of Additional Information is hereby supplemented as follows:
1. The Supplement dated May 15, 1998 to the Statement of Additional Information
is replaced by this supplement.
2. Effective June 2, 1998, Robert G. Galli was appointed as a Director of the
Fund. The biographical information below for Mr. Galli should be added to the
section captioned "How the Fund is Managed - Directors and Officers of the Fund"
immediately following the information on Thomas W. Courtney on page 17:
Robert G. Galli, Director; Age: 64
19750 Beach Road, Jupiter Island, Florida 33469
Formerly he held the following positions: Vice Chairman of OppenheimerFunds,
Inc. (the "Manager") (October 1995 to December 1997), Vice President (June 1990
to March 1994) and Counsel of Oppenheimer Acquisition Corp., the Manager's
parent holding company; Executive Vice President (December 1977 to October
1995), General Counsel and a director (December 1975 to October 1993) of the
Manager; Executive Vice President and a director of OppenheimerFunds
Distributor, Inc. (July 1978 to October 1993); Executive Vice President and a
director of HarbourView Asset Management Corporation (April 1986 to October
1995), an investment adviser subsidiary of the Manager; Vice President and a
director (October 1988 to October 1993) and Secretary (March 1981 to September
1988) of Centennial Asset Management Corporation, an investment adviser
subsidiary of the Manager; a director (November 1989 to October 1993) and
Executive Vice President (November 1989 to January 1990) of Shareholder
Financial Services, Inc., a transfer agent subsidiary of the Manager; a director
of Shareholder Services, Inc. (August 1984 to October 1993), a transfer agent
subsidiary of the Manager; a director/trustee of other Oppenheimer funds.
3. The following is added as the last paragraph to the section captioned "How
the Fund is
Managed - Deferred Compensation Plan" on page 19:
On June 2, 1998 the Fund adopted a retirement plan that provides for
payment to a retired Director of up to 80% of the average compensation paid
during that Director's five years of service in which the highest compensation
was received. A Director must serve in that capacity for any of the Oppenheimer
Quest Funds, Oppenheimer Rochester Funds or the Oppenheimer MidCap Fund for at
least 15 years to be eligible for the maximum payment. Because each Director's
retirement benefits will depend on the amount of the Director's future
compensation and length of service, the amount of those benefits cannot be
determined as of this time nor can the Fund estimate the number of years of
credited service that will be used to determine those benefits.
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4. The third sentence of the fourth paragraph in the section entitled "How To
Exchange Shares" starting on page 44 is revised to read as follows:
However, if you redeem Class A shares of the Fund that were acquired
by exchange of Class A shares of other Oppenheimer funds purchased
subject to a Class A contingent deferred sales charge within 18
months of the end of the calendar month of the purchase of the
exchanged Class A shares, the Class A contingent deferred sales
charge is imposed on the redeemed shares (see "Class A Contingent
Deferred Sales Charge" in the Prospectus). (A different holding
period may apply to shares purchased prior to June 1, 1998).
June 5, 1998 PXO225.005
