OPPENHEIMER QUEST VALUE FUND, INC.
Supplement dated May 15, 1998 to the
Prospectus dated February 27, 1998
The Prospectus is changed as follows effective June 1, 1998:
1. Footnote number 1 under the table entitled "Shareholder
Transaction Expenses" on
page 3 is modified to read as follows:
(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 18 calendar
months 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 second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 24 is modified to read as
follows:
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 18 months of buying them, you
may pay a contingent deferred sales charge, described below.
3. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent Deferred Sales Charge" starting on
page 29 are modified
to read as follows:
If you redeem any Class A shares subject to the contingent deferred
sales charge described above 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 different holding period
may apply to shares purchased prior to June 1, 1998).
[continued]
<PAGE>
4. The second sentence of the fifth paragraph of the section entitled "Buying
Class A Shares-Class A Contingent Deferred Sales Charge" starting on page 29 is
modified to read
as follows:
However, if the shares acquired by exchange are redeemed within 18
months of the end of the calendar month of the purchase of the
exchanged shares, the contingent deferred sales charge will apply.
(A different holding period may apply to shares purchased prior to
June 1, 1998).
5. The paragraph entitled "Special Arrangements With Dealers" on page 30 is
hereby deleted.
6. The following sub-paragraphs of the section entitled "Waivers of Class A
Sales
Charges" are deleted:
o if, at the time of purchase of shares (if purchased 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);
o if, at the time of purchase of shares (if purchased during the
period May 1, 1997 through December 31, 1997) the dealer agreed 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);
7. The sub-section captioned "OppenheimerFunds Internet Web Site" under the
heading "Special Investor Services" is revised as follows:
OppenheimerFunds Internet Web Site. Information about the
Fund,
including your account balance, daily share prices, market
and Fund
portfolio information, may be obtained by visiting the
OppenheimerFunds
Internet Web Site, at the following Internet address:
http://www.oppenheimerfunds.com. Additionally, certain
account
transactions may be requested by any shareholder listed in
the registration
<PAGE>
on an account as well as by the dealer representative of record,
through a special section of that Web Site. To access that section
of the Web Site, you must first obtain a personal identification
number ("PIN") by calling OppenheimerFunds PhoneLink at
1-800-533-3310. If you do not wish to have Internet account
transactions capability for your account, please call our customer
service representatives at 1-800-525-7048. To find out more
information about Internet transactions and procedures, please visit
the Web Site.
May 15, 1998 PSO225.009
<PAGE>
OPPENHEIMER QUEST VALUE FUND, INC.
Supplement dated May 15, 1998 to the Statement of
Additional Information dated February 27, 1998
The Statement of Additional Information is changed as follows effective June 1,
1998:
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).
May 15, 1998 PXO225.004
