U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Oppenheimer Quest for Value Funds, formerly "Quest
For Value Family of Funds"
Two World Trade Center
New York, NY 10048-0203
2. Name of each series or class of funds for which this notice is
filed:
Oppenheimer Quest Opportunity Value Fund, formerly
"Quest Opportunity Fund"
Oppenheimer Quest Small Cap Value Fund, formerly
"Quest Small Capitalization Fund"
Oppenheimer Quest Growth & Income Value Fund,
formerly "Quest Growth and Income Fund"
Oppenheimer Quest Officers Value Fund, formerly
"Quest Officers Fund"
Quest for Value U.S. Government Income Fund
Quest for Value Investment Quality Income Fund
3. Investment Company Act File Number: 811-5225
Securities Act File Number: 33-15489
4. Last day of fiscal year for which this notice is filed:
10/31/95
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see instruction a.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the
fiscal year:
27,080,382 $518,869,644
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
27,080,382 $518,869,644
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
1,748,988 $22,995,105
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $518,869,644
-----------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 22,995,105
-----------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -218,314,753
-----------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + -0-
-----------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv)) (if applicable): 323,549,996
-----------
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
-----------
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)): $111,568.96
==========
Instruction: Issuers should complete line (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instructions C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rule of Informal and Other Procedures (17 CFR
202.3a). /X/
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 12/22/95
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ Robert Bishop
---------------------------------
Robert Bishop, Assistant Treasuer
Date: December 28, 1995
* Please print the name and title of the signing officer below
the signature.
SEC/quest<PAGE>
December 22, 1995
Quest For Value Family of Funds
33 Maiden Lane
New York, New York 10038
Ladies and Gentlemen:
In connection with the public offering of shares of
beneficial interest, no par value, of Opportunity Fund, Small
Capitalization Fund, Growth and Income Fund, U.S. Government Income
Fund, Investment Quality Income Fund and Officers Fund
(collectively, the "Series"), each a series of Quest For Value
Family of Funds (the "Fund"), we have examined such records and
documents and have made such further investigation and examination
as we deemed necessary for the purpose of this opinion.
It is our opinion that the shares of the Series of
the Fund the registration of which is made definite by the
accompanying Rule 24f-2 Notice of the Fund were legally issued,
fully paid and non-assessable by the Fund to the extent set forth
in its Prospectus forming part of its Registration Statement under
the Securities Act of 1933, as amended.
We hereby consent to the filing of this opinion with
said Notice.
Very truly yours,
/s/ Gordon Altman Butowsky
Weitzen Shalow & Wein
