OPPENHEIMER QUEST FOR VALUE FUNDS, 497, 1995-12-06

OPPENHEIMER QUEST FOR VALUE FUNDS
497, 1995-12-06

Previous: SELIGMAN PORTFOLIOS INC/NY, 497J, 1995-12-06

Next: TCC EQUIPMENT INCOME FUND, 10-Q/A, 1995-12-06

OPPENHEIMER
QUEST OPPORTUNITY VALUE FUND

Prospectus dated November 24, 1995

Oppenheimer Quest Opportunity Value Fund (the "Fund"), a series of
Oppenheimer Quest for Value Funds, is a mutual fund that seeks growth of
capital over time through investments in a diversified portfolio of common
stocks, bonds and cash equivalents, the proportions of which will vary
based upon management's assessment of the relative values of each
investment under prevailing market conditions. In an uncertain investment
environment, the Fund may stress defensive investment methods. Please
refer to "Investment Restrictions and Techniques" for more information
about the types of securities in which the Fund invests, its investment
methods and the risks of investing in the Fund.

This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the November 24, 1995, Statement of Additional Information. For
a free copy, call Oppenheimer Shareholder Services, the Fund's Transfer
Agent, at 1-800-525-7048, or write to the Transfer Agent at the address
on the back cover. The Statement of Additional Information has been filed
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).

(OppenheimerFunds logo)

Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the F.D.I.C. or any other
agency, and involve investment risks, including the possible loss of the
principal amount invested.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

Contents

ABOUT THE FUND
Expenses
A Brief Overview of the Fund
Financial Highlights
Investment Objective and Policies of the Fund
Risk Factors
Investment Restrictions and Techniques
Investment Management Agreement

ABOUT YOUR ACCOUNT
How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
How to Sell Shares
By Mail
By Telephone
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends and Distributions
Additional Information

Appendix A - Sales Charges and Waivers for Certain Former Quest
Shareholders, and for Certain Shares Purchased Prior to the Date
of this Prospectus

<PAGE>

A B O U T T H E F U N D

Expenses

The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services, and
those expenses are subtracted from the Fund's assets to calculate the
Fund's net asset value per share. All shareholders therefore pay those
expenses indirectly. Shareholders pay other expenses directly, such as
sales charges and account transaction charges. The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's business operating expenses that you
might expect to bear indirectly, based upon the Fund's fees and expenses
in effect as of the date of this Prospectus after giving effect to the
acquisition by Oppenheimer Management Corporation described below.

-- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account" from
pages __ through __ for an explanation of how and when these charges
apply.

Class A Class B Class C
Shares Shares Shares
- --------------------------------------------------------------------------
Maximum Sales 5.75% None None
Charge on Purchases
(as a % of offering price)
- -------------------------------------------------------------------------
Sales Charge on None None None
Reinvested Dividends
- -------------------------------------------------------------------------
Deferred Sales Charge None(1) 5% in the first 1.0% if
(as a % of the lower of the year, declining shares are
original purchase price or to 1% in the redeemed
redemption proceeds) sixth year and within 12
eliminated months of
thereafter(2) purchase(2)
- -------------------------------------------------------------------------
Exchange Fee None None None

(1)If you invest $1 million or more ($500,000 or more for purchases by
OppenheimerFunds prototype 401(k) plans) in Class A shares, you may have
to pay a sales charge of up to 1% if you sell your shares within 12, 18
or 24 calendar months from the end of the calendar month during which you
purchased those shares, depending upon when you purchased such shares.
See "How to Buy Shares - Class A Shares," below.
(2)See "How to Buy Shares - Class B Shares" and "How to Buy Shares - Class
C Shares," below, for more information on the contingent deferred sales
charges.

-- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (which is referred to in this Prospectus as the
"Manager"). The rates of the Manager's fees are set forth in "Investment
Management Agreement," below. The Fund has other regular expenses for
services, such as transfer agent fees, custodial fees paid to the bank
that holds its portfolio securities, audit fees and legal expenses. Those
expenses are detailed in the Fund's Financial Statements in the Statement
of Additional Information.

The numbers in the chart below are projections of the Fund's business
expenses based on the Fund's expenses in its fiscal year ended October 31,
1994. These amounts are shown as a percentage of the average net assets
of each class of the Fund's shares for that year. The "12b-1 Distribution
Plan Fees" for Class A shares are the service plan fees (the maximum fee
is 0.25% of average annual net assets of that class), and the asset-based
sales charge of 0.25% of the average annual net assets of that class. For
Class B and Class C shares, the "12b-1 Distribution Plan Fees" are the
service plan fees of 0.25% of average annual net assets of the class, and
the asset-based sales charge of 0.75% of the average annual net assets of
the class. These plans are described in greater detail in "How to Buy
Shares."

The actual expenses for each class of shares in future years may be
more or less than the numbers in the chart, depending on a number of
factors, including the actual value of the Fund's assets represented by
each class of shares.

Class A Class B Class C
Shares Shares Shares
- -------------------------------------------------------------------------
Management Fees 1.00% 1.00% 1.00%
- -------------------------------------------------------------------------
12b-1 Distribution
Plan Fees 0.50% 1.00% 1.00%
- -------------------------------------------------------------------------
Other Expenses 0.28% 0.34% 0.35%
- -------------------------------------------------------------------------
Total Fund
Operating Expenses 1.78% 2.34% 2.35%

-- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make $1,000 investments in each class of shares of
the Fund, that the Fund's annual return is 5%, that its operating expenses
for each class are the ones shown in the Annual Fund Operating Expenses
chart above and that Class B shares automatically convert into Class A
shares six years after purchase. If you were to redeem your shares at the
end of each period shown below, your investment would incur the following
expenses by the end of each 1, 3, 5 and 10 years:

1 year 3 years 5 years 10 years(1)
- --------------------------------------------------------------
Class A Shares $75 $110 $148 $255
Class B Shares $74 $103 $145 $241
Class C Shares $34 $73 $126 $269

If you did not redeem your investment, it would incur the following
expenses:

1 year 3 years 5 years 10 years(1)
- --------------------------------------------------------------
Class A Shares $75 $110 $148 $255
Class B Shares $24 $73 $125 $241
Class C Shares $24 $73 $126 $269

(1)The Class B expenses in years 7 through 10 are based on the Class A
expenses shown above, because the Fund automatically converts Class B
shares into Class A shares after 6 years. Because of the asset-based
sales charge and the contingent deferred sales charge on Class B and Class
C shares, long-term Class B and Class C shareholders could pay the
economic equivalent of an amount greater than the maximum front-end sales
charge allowed under applicable regulatory requirements. For Class B
shareholders, the automatic conversion of Class B shares to Class A shares
is designed to minimize the likelihood that this will occur. Please refer
to "How to Buy Shares - Buying Class B Shares" for more information.

These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary.

A Brief Overview of the Fund

Some of the important facts about the Fund are summarized below, with
references to the section of this Prospectus where more complete
information can be found. You should carefully read the entire Prospectus
before making a decision about investing in the Fund. Keep the Prospectus
for reference after you invest, particularly for information about your
accounts, such as how to sell or exchange shares.

-- What is the Fund's Investment Objective? The Fund's investment
objective is growth of capital over time through investments in a
diversified portfolio of common stocks, bonds and cash equivalents, the
proportions of which will vary based upon management's assessment of the
relative values of each investment under prevailing market conditions.

-- Who Manages the Fund? The Fund's investment adviser (the
"Manager") is Oppenheimer Management Corporation, which (including a
subsidiary) manages investment companies having over $38 billion in assets
as of September 30, 1995. The Manager is paid an advisory fee by the
Fund, based on its net assets. The Fund's subadvisor (the "Sub-Adviser")
is OpCap Advisors, a subsidiary of Oppenheimer Capital, which is paid a
fee by the Manager. The Fund's portfolio manager is employed by the Sub-
Adviser and is primarily responsible for the selection of the Fund's
securities. The Fund's Board of Trustees, elected by shareholders,
oversees the Manager, the Sub-Adviser and the portfolio manager. Please
refer to "Investment Management Agreement," starting on page 15 for more
information about the Manager and its fees.

-- How Can I Buy Shares? You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using an Automatic
Investment Plan under AccountLink. Please refer to "How To Buy Shares"
on page 16 for more details.

-- Will I Pay A Sales Charge to Buy Shares? The Fund has three
classes of shares. All classes have the same investment portfolio but
different expenses. Class A shares are offered with a front-end sales
charge, starting at 5.75%, and reduced for larger purchases. Purchases
of $1 million or more of Class A shares have no initial sales charge but
are subject to a contingent deferred sales charge of up to 1% if held for
less than 12, 18 or 24 months, depending upon when you purchased such
shares. Class B shares are offered without a front-end sales charge, but
if you sell your shares within six years of buying them, you will normally
pay a contingent deferred sales charge that varies depending on how long
you owned your shares. Class C shares are offered without a front-end
sales charge, but may be subject to a contingent deferred sales charge of
1% if redeemed within one year of buying them. There is also an annual
asset-based sales charge on Class A, Class B and Class C shares. Please
review "How To Buy Shares" starting on page 16 for more details, including
a discussion about factors you and your financial advisor should consider
in determining which class may be appropriate for you.

-- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer. Please refer to "How To Sell Shares" on page 31. The Fund also
offers exchange privileges with other Oppenheimer funds, described in "How
To Exchange Shares" on page 33.

-- How Has the Fund Performed? The Fund measures performance by
quoting its average annual total return and cumulative total return, which
measure historical performance. Those returns can be compared to the
returns (over similar periods) of other funds. Of course, other funds may
have different objectives, investments, and levels of risk. Please
remember that past performance does not guarantee future results.

Financial Highlights

The table on the following pages presents selected financial
information about the Fund, including per share data, expense ratios and
other data based on the Fund's average net assets. This information has
been audited by Price Waterhouse LLP, the Fund's independent auditors,
whose report on the Fund's financial statements for the fiscal year ended
October 31, 1994 (audited), is included in the Statement of Additional
Information, along with the Fund's financial statements for the six months
ended April 30, 1995 (unaudited).

FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
---------------------------------------- ---------------------------
Dividends to Distributions to
Net Asset Net Net Realized Shareholders Shareholders
Value, Investment and Unrealized Total from from Net from Net Total
Beginning Income Gain (Loss) on Investment Investment Realized Gain on Dividends and
of Period (Loss) Investments Operations Income Investments Distributions
<S> <C> <C> <C> <C> <C> <C> <C>

<S> <C> <C> <C> <C> <C> <C> <C>
Class A,
YEAR ENDED OCTOBER 31,
1994 $ 18.71 $ 0.18 $ 1.35 $ 1.53 $ (0.33) $ (0.22) $ (0.55)
1993 16.73 0.35 2.02 2.37 (0.07) (0.32) (0.39)
1992 14.29 0.09 2.93 3.02 (0.03) (0.55) (0.58)
1991 9.74 0.03 4.78 4.81 (0.23) (0.03) (0.26)
1990 11.59 0.25 (1.64) (1.39) (0.22) (0.24) (0.46)
Class B,
YEAR ENDED OCTOBER 31, 1994 18.70 0.08 1.34 1.42 (0.31) (0.22)
(0.53)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 18.73(3) 0.02 (0.05) (0.03) -- -- --
Class C,
YEAR ENDED OCTOBER 31, 1994 18.70 0.08 1.33 1.41 (0.31) (0.22)
(0.53)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 18.73(3) 0.02 (0.05) (0.03) -- -- --

<CAPTION>
Class A,
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED OCTOBER 31,
1994 $ 19.69 8.41% $ 163,340 1.78%(1) 0.96%(1) 42%
1993 18.71 14.34% 127,225 1.83% 2.69% 24%
1992 16.73 21.93% 40,563 2.27% 0.72% 32%
1991 14.29 50.44% 8,446 2.35%(2) 0.30%(2) 88%
1990 9.74 (12.62%) 4,570 2.00%(2) 2.30%(2) 206%
Class B,
YEAR ENDED OCTOBER 31, 1994 19.59 7.84% 43,317 2.34%(1) 0.43%(1) 42%
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 18.70 (0.16%) 2,115 2.52%(5) 1.32%(5) 24%
Class C,
YEAR ENDED OCTOBER 31, 1994 19.58 7.78% 7,289 2.35%(1) 0.43%(1) 42%
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 18.70 (0.16%) 313 2.52%(5) 1.13%(5) 24%
<FN>
(1) AVERAGE NET ASSETS FOR THE YEAR ENDED OCTOBER 31, 1994, FOR CLASSES A, B,
AND C WERE $136,623,124, $16,215,716, AND $2,708,865, RESPECTIVELY.
(2) DURING THE PERIODS PRESENTED ABOVE, THE ADVISER VOLUNTARILY WAIVED ITS FEES
AND REIMBURSED THE FUND FOR A PORTION OF ITS OPERATING EXPENSES. IF SUCH
WAIVERS AND REIMBURSEMENTS HAD NOT BEEN IN EFFECT, THE RATIOS OF NET
OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET INVESTMENT
INCOME TO AVERAGE NET ASSETS WOULD HAVE BEEN 3.33% AND (0.68%),
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1991 AND 3.69% AND 0.61%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1990.
(3) OFFERING PRICE.
(4) INITIAL OFFERING OF CLASS B AND CLASS C SHARES.
(5) ANNUALIZED.
- ------------------------------
* ASSUMES REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS, BUT DOES NOT
REFLECT DEDUCTIONS FOR SALES CHARGES. AGGREGATE (NOT ANNUALIZED) TOTAL
RETURN IS SHOWN FOR ANY PERIOD SHORTER THAN ONE YEAR.
</TABLE>

FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
----------------------------------- ---------------------------------------
Net Distributions
Realized Dividends to
and to Shareholders Net
Net Asset Net Unrealized Shareholders from Net Total Asset
Value, Investment Gain Total from from Net Realized Dividends Value,
Beginning Income (Loss) on Investment Investment Gain on and End of Total
of Period (Loss) Investments Operations Income Investments Distributions Period Return*
Quest for Value Fund, Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Class A,
SIX MONTHS
ENDED APRIL 30,
1995 (6) $19.69 $ 0.12 $ 2.25 $ 2.37 $(0.12) $(0.61) $(0.73) $ 21.33 12.66%
YEAR ENDED
OCTOBER 31,
1994 18.71 0.18 1.35 1.53 (0.33) (0.22) (0.55) 19.69 8.41%
1993 16.73 0.35 2.02 2.37 (0.07) (0.32) (0.39) 18.71 14.34%
1992 14.29 0.09 2.93 3.02 (0.03) (0.55) (0.58) 16.73 21.93%
1991 9.74 0.03 4.78 4.81 (0.23) (0.03) (0.26) 14.29 50.44%
1990 11.59 0.25 (1.64) (1.39) (0.22) (0.24) (0.46) 9.74 (12.62%)
Class B,
SIX MONTHS
ENDED APRIL 30,
1995 (6) 19.59 0.07 2.23 2.30 (0.12) (0.61) (0.73) 21.16 12.36%
YEAR ENDED
OCTOBER 31,
1994 18.70 0.08 1.34 1.42 (0.31) (0.22) (0.53) 19.59 7.84%
SEPTEMBER 2,
1993 (4) TO
OCTOBER 31,
1993 18.73(3) 0.02 (0.05) (0.03) -- -- -- 18.70 (0.16%)
Class C,
SIX MONTHS
ENDED APRIL 30,
1995 (6) 19.58 0.07 2.23 2.30 (0.12) (0.61) (0.73) 21.15 12.37%
YEAR ENDED
OCTOBER 31,
1994 18.70 0.08 1.33 1.41 (0.31) (0.22) (0.53) 19.58 7.78%
SEPTEMBER 2,
1993 (4) TO
OCTOBER 31,
1993 18.73(3) 0.02 (0.05) (0.03) -- -- -- 18.70 (0.16%)

<CAPTION>
RATIOS
-------------------------------------------
Ratio of
Ratio of Net
Net Net Investment
Assets Operating Income
End of Expenses to (Loss) to Portfolio
Period Average Net Average Net Turnover
Opportunity Fund (000's) Assets Assets Rate
<S> <C> <C> <C> <C>
Class A,
SIX MONTHS
ENDED APRIL 30,
1995 (6) $ 231,881 1.71%(1,5) 1.25%(1,5) 10%
YEAR ENDED
OCTOBER 31,
1994 163,340 1.78% 0.96% 42%
1993 127,225 1.83% 2.69% 24%
1992 40,563 2.27% 0.72% 32%
1991 8,446 2.35%(2) 0.30%(2) 88%
1990 4,570 2.00%(2) 2.30%(2) 206%
Class B,
SIX MONTHS
ENDED APRIL 30,
1995 (6) 102,353 2.24%(1,5) 0.75%(1,5) 10%
YEAR ENDED
OCTOBER 31,
1994 43,317 2.34% 0.43% 42%
SEPTEMBER 2,
1993 (4) TO
OCTOBER 31,
1993 2,115 2.52%(5) 1.32%(5) 24%
Class C,
SIX MONTHS
ENDED APRIL 30,
1995 (6) 20,091 2.26%(1,5) 0.73%(1,5) 10%
YEAR ENDED
OCTOBER 31,
1994 7,289 2.35% 0.43% 42%
SEPTEMBER 2,
1993 (4) TO
OCTOBER 31,
1993 313 2.52%(5) 1.13%(5) 24%
<FN>
(1) AVERAGE NET ASSETS FOR THE SIX MONTHS ENDED APRIL 30, 1995, FOR CLASSES A,
B, AND C WERE $185,941,734, $64,723,666, $11,766,750, RESPECTIVELY.
(2) DURING THE PERIODS PRESENTED ABOVE, THE ADVISER VOLUNTARILY WAIVED ITS FEES
AND REIMBURSED THE FUND FOR A PORTION OF ITS OPERATING EXPENSES. IF SUCH
WAIVERS AND REIMBURSEMENTS HAD NOT BEEN IN EFFECT, THE RATIOS OF NET
OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET INVESTMENT
INCOME (LOSS) TO AVERAGE NET ASSETS WOULD HAVE BEEN 3.33% AND (0.68%),
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1991 AND 3.69% AND 0.61%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1990.
- ------------------------------
(3) OFFERING PRICE.
(4) INITIAL OFFERING OF CLASS B AND CLASS C SHARES.
(5) ANNUALIZED.
(6) UNAUDITED.
* ASSUMES REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS, BUT DOES NOT
REFLECT DEDUCTIONS FOR SALES CHARGES. AGGREGATE (NOT ANNUALIZED) TOTAL
RETURN IS SHOWN FOR ANY PERIOD SHORTER THAN ONE YEAR.
</TABLE>

Investment Objective and Policies of the Fund

OpCap Advisors (formerly known as Quest for Value Advisors) manages
the portfolio of the Fund in accordance with its investment objective and
policies described below, pursuant to a Subadvisory Agreement with the
Manager.

The Fund seeks growth of capital over time through investments in a
diversified portfolio of common stocks, bonds and cash equivalents, the
proportions of which will vary based upon management's assessment of the
relative values of each investment under prevailing market conditions. The
Fund's portfolio will normally be invested primarily in common stocks and
securities convertible into common stock. During periods when common
stocks appear to be overvalued and when value differentials are such that
fixed-income obligations appear to present meaningful capital growth
opportunities relative to common stocks or pending investment in
securities with capital growth opportunities, up to 50% or more of the
Fund's assets may be invested in bonds and other fixed-income obligations.
This may include cash equivalents which do not generate capital
appreciation. The bonds in which the Fund invests will be limited to U.S.
government obligations, mortgage-backed securities, investment-grade
corporate debt obligations and unrated obligations, including those of
foreign issuers, which management believes to be of comparable quality.
The investments of the Fund are managed by Richard J. Glasebrook II,
Managing Director of Oppenheimer Capital. Mr. Glasebrook has been
portfolio manager of this Fund since 1991. Previously, he was a Partner
with Delafield Asset Management where he served as a portfolio manager and
analyst.

Risk Factors

The value of the Fund's shares will fluctuate and on redemption the
value of your shares may be more or less than your investment.

There are two types of risk associated with owning debt securities:
interest rate risk and credit risk. Interest rate risk relates to
fluctuations in market value arising from changes in interest rates. If
interest rates rise, the value of debt securities will normally decline
and if interest rates fall, the value of debt securities will normally
increase. All debt securities, including U.S. government securities, which
are generally considered to be the most creditworthy of all debt
obligations, are subject to interest rate risk. Securities with longer
maturities generally will have a more pronounced reaction to interest rate
changes than shorter term securities.

Higher portfolio turnover can be expected to result in a higher
incidence of short-term capital gains upon which taxes will be payable and
will also result in correspondingly higher transaction costs.

- -- Additional Risks of Foreign Securities. The Fund may purchase foreign
securities that are listed on a domestic or foreign securities exchange,
traded in domestic or foreign over-the counter markets or represented by
American Depository Receipts. There is no limit to the amount of such
foreign securities the Fund may acquire. Certain factors and risks are
presented by investment in foreign securities which are in addition to the
usual risks inherent in domestic securities. Foreign companies are not
necessarily subject to uniform accounting, auditing and financial
reporting standards or other regulatory requirements comparable to those
applicable to U.S. companies. Thus, there may be less available
information concerning non-U.S. issuers of securities held by the Fund
than is available concerning U.S. companies. In addition, with respect to
some foreign countries, there is the possibility of nationalization,
expropriation or confiscatory taxation; income earned in the foreign
nation being subject to taxation, including withholding taxes on interest
and dividends (see "Shareholder Account Rules and Policies"), or other
taxes imposed with respect to investments in the foreign nation;
limitations on the removal of securities, property or other assets of a
fund; difficulties in pursuing legal remedies and obtaining judgments in
foreign courts, or political or social instability or diplomatic
developments which could affect U.S. investments in those countries. For
a description of the risks of possible losses through holding of
securities in foreign custodian banks and depositories, see "Risk Factors
and Special Considerations" in the Statement of Additional Information.

Securities of many non-U.S. companies may be less liquid and their
prices more volatile than securities of comparable U.S. companies.
Non-U.S. stock exchanges and brokers are generally subject to less
governmental supervision and regulation than in the U.S. and commissions
on foreign stock exchanges are generally higher than negotiated
commissions on U.S. transactions. In addition, there may in certain
instances be delays in the settlement of non-U.S. stock exchange
transactions. Certain countries restrict foreign investments in their
securities markets. These restrictions may limit or preclude investment
in certain countries, industries or market sectors, or may increase the
cost of investing in securities of particular companies. Purchasing the
shares of investment companies which invest in securities of a given
country may be the only or the most efficient way to invest in that
country. This may require the payment of a premium above the net asset
value of such investment companies and the return will be reduced by the
operating expenses of those investment companies.

A decline in the value of the U.S. dollar against the value of any
particular currency will cause an increase in the U.S. dollar value of the
Fund's holdings denominated in such currency. Conversely, a decline in the
value of any particular currency against the U.S. dollar will cause a
decline in the U.S. dollar value of the Fund's holdings of securities
denominated in such currency. Some foreign currency values may be volatile
and there is the possibility of governmental controls on currency exchange
or governmental intervention in currency markets which could adversely
affect the Fund. The Fund does not intend to speculate in foreign currency
in connection with the purchase or sale of securities on a foreign
securities exchange but may enter into foreign currency contracts to hedge
their foreign currency exposure. While those transactions may minimize the
impact of currency appreciation and depreciation, the Fund will bear a
cost for entering into the transaction and such transactions do not
protect against a decline in the security's value relative to other
securities denominated in that currency.

- -- Repurchase Agreements. The Fund may acquire securities subject to
repurchase agreements. Repurchase agreements involve certain risks.

For a further description of repurchase agreements and other
investment techniques used by the Fund, see "Investment Restrictions and
Techniques," below.

Investment Restrictions and Techniques

The Fund is subject to certain investment restrictions which are
fundamental policies changeable only by shareholder vote. The
restrictions in a, b and c below do not apply to U.S. government
securities. The Fund may not : (a) Purchase more than 10% of the voting
securities of any one issuer; (b) Purchase more than 10% of any class of
security of any issuer, with all outstanding debt securities and all
preferred stock of an issuer each being considered as one class;
(c) Concentrate its investments in any particular industry, but if deemed
appropriate for attaining its investment objective, the Fund may invest
up to 25% of its total assets (valued at the time of investment) in any
one industry classification used by the Fund for investment purposes (for
this purpose, a foreign government is considered an industry).
Concentration of investment in securities of one issuer may tend to
increase the Fund's financial risk (See "Risk Factors," p. 10); (d) Borrow
money in excess of 10% of the value of the Fund's total assets; the Fund
may borrow only from banks and only as a temporary measure for
extraordinary or emergency purposes and will make no additional
investments while such borrowings exceed 5% of the total assets;
(e) Invest more than 10% of the Fund's total assets in illiquid
securities, including securities for which there is no readily available
market, repurchase agreements which have a maturity of longer than seven
days, securities subject to legal or contractual restrictions and certain
over-the-counter options (it is the opinion of the Wisconsin Securities
Commission that investments in restricted securities in excess of 5% of
the Fund's total assets may be considered a speculative activity and
therefore involve greater risk and increase the Fund's expenses; to comply
with Wisconsin's securities laws, the Fund has agreed to limit investments
in restricted securities to 5% of its total assets, although the
restriction is not a fundamental policy of the Fund); and (f) Invest more
than 5% of the Fund's total assets in securities of issuers having a
record, together with predecessors, of less than three years of continuous
operation.

Notwithstanding investment restriction (e) above, the Fund may
purchase securities which are not registered under the Securities Act of
1933 ("1933 Act") but which can be sold to "qualified institutional
buyers" in accordance with Rule 144A under the 1933 Act. Any such security
will not be considered illiquid so long as it is determined by the Board
of Trustees or OpCap Advisors, acting under guidelines approved and
monitored by the Board, which has the ultimate responsibility for any
determination regarding liquidity, that an adequate trading market exists
for that security. This investment practice could have the effect of
increasing the level of illiquidity in the Fund during any period that
qualified institutional buyers become uninterested in purchasing these
restricted securities. The ability to sell to qualified institutional
buyers under Rule 144A is a relatively recent development and it is not
possible to predict how this market will develop. The Board will carefully
monitor any investments by the Fund in these securities. Other investment
restrictions are described in the Statement of Additional Information.

The investment techniques or instruments described below are used for
investment programs of the Fund.

- -- Repurchase Agreements. The Fund\s may acquire securities subject to
repurchase agreements. Under a typical repurchase agreement, the Fund
acquires a debt security for a relatively short period (usually for one
day and very seldom for more than one week) subject to an obligation of
the seller to repurchase (and the Fund's obligation to resell) the
security at an agreed-upon higher price, thereby establishing a fixed
investment return during the holding period. Pending such repurchase, the
seller of the instrument maintains securities as collateral equal in
market value to the repurchase price.

In the event a seller defaulted on its repurchase obligation, the
Fund might suffer a loss to the extent that the proceeds from the sale of
the collateral were less than the repurchase price. In the event of a
seller's bankruptcy, the Fund might be delayed in, or prevented from,
selling the collateral for the Fund's benefit. The Fund's Board of
Trustees has established procedures, which are periodically reviewed by
the Board, pursuant to which the Sub-Adviser will monitor the
creditworthiness of the dealers and banks with which the Fund enter into
repurchase agreement transactions.

- -- Loans of Portfolio Securities. The Fund may lend portfolio securities
if collateral (cash, U.S. Government or agency obligations or letters of
credit) securing such loans is maintained daily in an amount at least
equal to the market value of the securities loaned and if the Fund does
not incur any fees (except transaction fees of the custodian bank) in
connection with such loans. The Fund may call the loan at any time on
five days' notice and reacquire the loaned securities. The Fund would
receive the cash equivalent of the interest or dividends paid by the
issuer on the securities loan and would have the right to receive the
interest on investment of the cash collateral in short-term debt
instruments. A portion of either or both kinds of such interest may be
paid to the borrower of such securities. The Fund would continue to
retain any voting rights with respect to the securities. The value of the
securities loaned, if any, is not expected to exceed 10% of the value of
the Fund's total assets. There is a risk that the borrower of the
securities may default and the Fund may have difficulty in reacquiring the
loaned securities.

- -- When-Issued and Delayed Delivery Securities and Firm Commitments. The
Fund may purchase securities on a "when-issued" or "delayed delivery"
basis or may either purchase or sell securities on a "firm commitment
basis," whereby the price is fixed at the time of commitment but delivery
and payment may be as much as a month or more later. The underlying
securities are subject to market fluctuations and no interest accrues
prior to delivery of the securities.

Investment Management Agreement

The Fund is managed by the Manager, Oppenheimer Management
Corporation, which supervises the Fund's investment program and handles
its day-to-day business. The Manager carries out its duties, subject to
the policies established by the Board of Trustees, under an Investment
Advisory Agreement with the Fund which states the Manager's
responsibilities. The agreement sets forth the fees paid by the Fund to
the Manager and describes the expenses that the Fund pays to conduct its
business.

The Manager has operated as an investment adviser since 1959. The
Manager (including a subsidiary) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $38 billion
as of September 30, 1995, and with more than 2.8 million shareholder
accounts. The Manager is owned by Oppenheimer Acquisition Corp., a
holding company that is owned in part by senior officers of the Manager
and controlled by Massachusetts Mutual Life Insurance Company.

For its services under the Investment Advisory Agreement, the Fund
pays the Manager an annual fee based on the Fund's daily net assets at the
rate of 1.00% of the first $400 million of net assets, .90% of the next
$400 million of net assets and .85% of net assets over $800 million. The
Fund also reimburses the Manager for bookkeeping and accounting services
performed on behalf of the Fund.

The Manager has retained OpCap Advisors to provide day-to-day
portfolio management of the Fund. OpCap Advisors is a majority-owned
subsidiary of Oppenheimer Capital, a registered investment advisor, whose
employees perform all investment advisory services provided to the Fund
by OpCap Advisors. The Manager will pay OpCap Advisors monthly an annual
fee based on the average daily net assets of the Fund equal to 40% of the
advisory fee collected by the Manager based on the total net assets of the
Fund as of November 22, 1995 (the "Base Amount") plus 30% of the
investment advisory fee collected by the Manager based on the total net
assets of the Fund that exceed the base amount. Oppenheimer Financial
Corp., a holding company, holds a 33% interest in Oppenheimer Capital, a
registered investment advisor, 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 67% interest. Oppenheimer Capital has operated as an
investment advisor since 1968.

Prior to the date of this Prospectus, OpCap Advisors was named Quest
for Value Advisors and was the investment adviser to the Fund. Effective
the date of this Prospectus, the Manager acquired the investment advisory
and other contracts and business relationships and certain assets and
liabilities of Quest for Value Advisors, Quest for Value Distributors and
Oppenheimer Capital relating to twelve Quest for Value mutual funds,
including the Fund. Pursuant to this acquisition and Fund shareholder
approval received on November 3, 1995, the Fund entered into the following
agreements, effective the date of this Prospectus: the Investment Advisory
Agreement between the Fund and the Manager, and the distribution and
service plans and agreements between the Fund and the Distributor.
Further, the Manager entered into a subadvisory agreement with the Sub-
Adviser for the benefit of the Fund. These agreements are described
below.

OpCap Advisors may select its affiliate Oppenheimer & Co., Inc.
("Opco"), a registered broker-dealer to execute transactions for the Fund,
provided that the commissions, fees or other remuneration received by Opco
are reasonable and fair compared to those paid to other brokers in
connection with comparable transactions. When selecting broker-dealers
other than Opco, OpCap Advisors may consider their record of sales of
shares of the Fund.

The Fund is responsible for bearing certain expenses attributable to
the Fund but not to a particular class ("Fund Expenses"), including
deferred organization expenses; taxes; registration fees; typesetting of
prospectuses and financial reports required for distribution to
shareholders; brokerage commissions; fees and related expenses of trustees
or directors who are not interested persons; legal, accounting and audit
expenses; custodian fees; insurance premiums; and trade association dues.
Fund Expenses will be allocated based on the total net assets of each
class. Each class of shares of the Fund will also be responsible for
certain expenses attributable only to that class ("Class Expenses"). These
Class Expenses may include distribution and service fees, transfer and
shareholder servicing agent fees, professional fees, printing and postage
expenses for materials distributed to current shareholders, state
registration fees and shareholder meeting expenses. Such items are
considered Class Expenses provided such fees and expenses relate solely
to such Class. A portion of printing expenses, such as typesetting costs,
will be divided equally among the Fund, while other printing expenses,
such as the number of copies printed, will be considered Class Expenses.

A B O U T Y O U R A C C O U N T

How to Buy Shares

Classes of Shares. The Fund offers investors three different classes of
shares. The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will
likely have different share prices.

-- Class A Shares. If you buy Class A shares, you may pay an initial
sales charge on investments up to $1 million (up to $500,000 for purchases
by OppenheimerFunds prototype 401(k) plans). If you purchase Class A
shares as part of an investment of at least $1 million ($500,000 for
OppenheimerFunds prototype 401(k) plans) in shares of one or more
OppenheimerFunds or former Quest Funds, you will not pay an initial sales
charge, but if you sell any of those shares within 12, 18 or 24 months of
buying them, you may pay a contingent deferred sales charge at a rate that
depends upon when you bought such shares. The amount of that sales charge
will vary depending on the amount you invested. Sales charges are
described in "Buying Class A Shares" below.

-- Class B Shares. If you buy Class B shares, you pay no sales
charge at the time of purchase, but if you sell your shares within six
years you will normally pay a contingent deferred sales charge that
varies, depending on how long you have owned your shares. It is described
in "Buying Class B Shares" below.

-- Class C Shares. When you buy Class C shares, you pay no sales
charge at the time of purchase, but if you sell your shares within 12
months of buying them, you will normally pay a contingent deferred sales
charge of 1%. It is described in "Buying Class C Shares" below.

Which Class of Shares Should You Choose? Once you decide that a Fund is
an appropriate investment for you, the decision as to which class of
shares is better suited to your needs depends on a number of factors which
you should discuss with your financial advisor. The Fund's operating
costs that apply to a class of shares and the effect of the different
types of sales charges on your investment will vary your investment
results over time. The most important factors are how much you plan to
invest, how long you plan to hold your investment, and whether you
anticipate exchanging your shares for shares of other Oppenheimer funds
(not all of which currently offer Class B and Class C shares). If your
goals and objectives change over time and you plan to purchase additional
shares, you should re-evaluate those factors to see if you should consider
another class of shares.

In the following discussion, to help provide you and your financial
advisor with a framework in which to choose a class, we have made some
assumptions using a hypothetical investment in the Fund. We used the
sales charge rates that apply to each class, and considered the effect of
the asset-based sales charges on Class B and Class C expenses (which will
affect your investment return). For the sake of comparison, we have
assumed that there is a 10% rate of appreciation in the investment each
year. Of course, the actual performance of your investment cannot be
predicted and will vary, based on the Fund's actual investment returns and
the operating expenses borne by each class of shares, and which class you
invest in.

The factors discussed below are not intended to be investment advice
or recommendations, because each investor's financial considerations are
different. The discussion below of the factors to consider in purchasing
a particular class of shares assumes that you will purchase only one class
of shares and not a combination of shares of different classes.

-- How Long Do You Expect to Hold Your Investment? While future
financial needs cannot be predicted with certainty, knowing how long you
expect to hold your investment will assist you in selecting the
appropriate class of shares. Because of the effect of class-based
expenses, your choice will also depend on how much you plan to invest.
For example, the reduced sales charges available for larger purchases of
Class A shares may, over time, offset the effect of paying an initial
sales charge on your investment (which reduces the amount of your
investment dollars used to buy shares for your account), compared to the
effect over time of higher class-based expenses on Class B or C shares for
which no initial sales charge is paid.

Investing for the Short Term. If you have a short-term investment
horizon (that is, you plan to hold your shares for not more than six
years), you should probably consider purchasing Class A or Class C shares
rather than Class B shares, because of the effect of the Class B
contingent deferred sales charge if you redeem within 6 years, as well as
the effect of the Class B asset-based sales charge on the investment
return for that class in the short-term. Class C shares might be the
appropriate choice (especially for investments of less than $100,000),
because there is no initial sales charge on Class C Shares, and the
contingent deferred sales charge does not apply to amounts you sell after
holding them one year.

However, if you plan to invest more than $100,000 for the shorter
term, then the more you invest and the more your investment horizon
increases toward six years, Class C shares might not be as advantageous
as Class A shares. That is because the annual asset-based sales charge
on Class C shares will have a greater impact on your account over the
longer term than the reduced front-end sales charge available for larger
purchases of Class A shares. For example, Class A might be more
advantageous than Class C (as well as Class B) for investments of more
than $100,000 expected to be held for 5 or 6 years (or more). For
investments over $250,000 expected to be held 4 to 6 years (or more),
Class A shares may become more advantageous than Class C (and B). If
investing $500,000 or more, Class A may be more advantageous as your
investment horizon approaches 3 years or more.

And for most investors who invest $1 million or more, in most cases
Class A shares will be the most advantageous choice, no matter how long
you intend to hold your shares. For that reason, the Distributor normally
will not accept purchase orders of $500,000 or $1 million or more of Class
B or C shares, respectively, from a single investor.

Investing for the Longer Term. If you are investing for the longer
term, for example, for retirement, and do not expect to need access to
your money for seven years or more, Class B shares may be an appropriate
consideration, if you plan to invest less than $100,000. If you plan to
invest more than $100,000 over the long term, Class A shares will likely
be more advantageous than Class B shares or C shares, as discussed above,
because of the effect of the expected lower expenses for class A shares
and the reduced initial sales charges available for larger investments in
Class A shares under the Fund's Right of Accumulation.

Of course, these examples are based on approximations of the effect
of current sales charges and expenses on a hypothetical investment over
time, using the assumed annual performance return stated above, and
therefore should not be relied on as rigid guidelines.

-- Are There Differences in Account Features That Matter to You?
Because some account features may not be available for Class B or Class
C shareholders, you should carefully review how you plan to use your
investment account before deciding which class of shares is better for
you. For example, share certificates are not available for Class B or
Class C shares, and if you are considering using your shares as collateral
for a loan, that may be a factor to consider. Additionally, dividends
payable to Class B and Class C shareholders will be reduced by the
additional expenses borne solely by those classes, such as the asset-based
sales charges described below and in the Statement of Additional
Information.

-- How Does It Affect Payments to My Broker? A salesperson, such as
a broker, or any other person who is entitled to receive compensation for
selling Fund shares may receive different compensation for selling one
class rather than another class. It is important that investors
understand that the purpose of the contingent deferred sales charges and
asset-based sales charges for Class B and Class C shares are the same as
the purpose of the front-end sales charge on sales of Class A shares: to
compensate the Distributor for commissions it pays to dealers and
financial institutions for selling shares.

How Much Must You Invest? You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time
with as little as $25. There are reduced minimum investments under special
investment plans:

With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25; and subsequent purchases of
at least $25 can be made by telephone through AccountLink.

Under pension and profit-sharing plans and Individual Retirement
Accounts (IRAs), you can make an initial investment of as little as $250
(if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.

There is no minimum investment requirement if you are buying shares
by reinvesting dividends from the Fund or other OppenheimerFunds (a list
of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.

-- How Are Shares Purchased? You can buy shares several ways: through
any dealer, broker or financial institution that has a sales agreement
with the Distributor, directly through the Distributor, or automatically
from your bank account through an Asset Builder Plan under the
OppenheimerFunds AccountLink service. When you buy shares, be sure to
specify Class A, Class B or Class C shares. If you do not choose, your
investment will be made in Class A shares.

-- Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.

-- Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "Oppenheimer Funds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217. If you don't list a dealer on the application,
the Distributor will act as your agent in buying the shares. However, we
recommend that you discuss your investment first with a financial advisor,
to be sure it is appropriate for you.

-- Buying Shares Through OppenheimerFunds AccountLink. You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member, to transmit funds electronically to purchase shares, to have the
Transfer Agent send redemption proceeds, or to transmit dividends and
distributions.

Shares are purchased for your account on the regular business day the
Distributor is instructed by you to initiate the ACH transfer to buy
shares. You can provide those instructions automatically, under an Asset
Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. You should request
AccountLink privileges on the application or dealer settlement
instructions used to establish your account. Please refer to "AccountLink"
below for more details.

-- Asset Builder Plans. You may purchase shares of the Fund (and up
to four other OppenheimerFunds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.

-- At What Price Are Shares Sold? Shares are sold at the public
offering price based on the net asset value (and any initial sales charge
that applies) that is next determined after the Distributor receives the
purchase order in Denver. In most cases, to enable you to receive that
day's offering price, the Distributor must receive your order by the time
of day the New York Stock Exchange closes, which is normally 4:00 P.M.,
New York time, but may be earlier on some days (all references to time in
this Prospectus mean "New York time"). The net asset value of each class
of shares is determined as of that time on each day the New York Stock
Exchange is open (which is a "regular business day").

If you buy shares through a dealer, the dealer must receive your
order by the regular close of business of the New York Stock Exchange on
a regular business day and transmit it to the Distributor so that it is
received before the Distributor's close of business that day, which is
normally 5:00 P.M. The Distributor may reject any purchase order for the
Fund's shares, in its sole discretion.

Buying Class A Shares. Class A shares are sold at their offering price,
which is normally net asset value plus an initial sales charge. However,
in some cases, described below, where purchases are not subject to an
initial sales charge, the offering price may be net asset value. In some
cases, reduced sales charges may be available, as described below. Out
of the amount you invest, the Fund receives the net asset value to invest
for your account. The sales charge varies depending on the amount of your
purchase. A portion of the sales charge may be retained by the
Distributor and allocated to your dealer as commission. The current sales
charge rates and commissions paid to dealers and brokers are as follows:

- -------------------------------------------------------------------------
Front-End Sales Charge Commission
As a Percentage of as Percentage
Offering Amount of Offering
Amount of Purchase Price Invested Price
- ------------------------------------------------------------------------
Less than $25,000 5.75% 6.10% 4.75%

$25,000 or more but
less than $50,000 5.50% 5.82% 4.75%

$50,000 or more but
less than $100,000 4.75% 4.99% 4.00%

$100,000 or more but
less than $250,000 3.75% 3.90% 3.00%

$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%

$500,000 or more but
less than $1 million 2.00% 2.04% 1.60%

The Distributor reserves the right to reallow the entire commission to
dealers. If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.

-- Class A Contingent Deferred Sales Charge. There is no initial
sales charge on purchases of Class A shares of any one or more of the
Oppenheimer funds in the following cases:

-- Purchases aggregating $1 million or more, or

-- Purchases by an OppenheimerFunds prototype 401(k) plan that: (1)
buys shares costing $500,000 or more, or (2) has, at the time of
purchase, 100 or more eligible participants, or (3) certifies that it
projects to have annual plan purchases of $200,000 or more.

Shares of any of the Oppenheimer funds that offer only one class of
shares that has no designation are considered "Class A shares" for this
purpose. The Distributor pays dealers of record commissions on those
purchases in an amount equal to the sum of 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. That commission will be paid only on the amount of those
purchases in excess of $1 million ($500,000 for purchases by
OppenheimerFunds 401(k) prototype plans) that were not previously subject
to a front-end sales charge and dealer commission.

If you redeem any of those shares 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") will be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of
(1) the aggregate net asset value of the redeemed shares (not including
shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less.
However, the Class A contingent deferred sales charge will not exceed the
aggregate commissions the Distributor paid to your dealer on all Class A
shares of all Oppenheimer funds you purchased subject to the Class A
contingent deferred sales charge. Class A shares of the Fund purchased
subject to a contingent deferred sales charge on or prior to the date of
this Prospectus will be subject to a contingent deferred sales charge at
the applicable rate set forth in Appendix A to this Prospectus.

In determining whether a contingent deferred sales charge is payable,
the Fund will first redeem shares that are not subject to the sales
charge, including shares purchased by reinvestment of dividends and
capital gains, and then will redeem other shares in the order that you
purchased them. The Class A contingent deferred sales charge is waived
in certain cases described in "Waivers of Class A Sales Charges" below.

No Class A contingent deferred sales charge is charged on exchanges
of shares under the Fund's exchange privilege (described below). However,
if the shares acquired by exchange are redeemed within 12, 18 or 24
months of the end of the calendar month of the purchase of the exchanged
shares, depending upon the date of purchase, the sales charge will apply.

-- Special Arrangements With Dealers. The Distributor may advance
up to 13 months' commissions to dealers that have established special
arrangements with the Distributor for Asset Builder Plans for their
clients. Dealers whose sales of Class A shares of Oppenheimer funds
(other than money market funds) under OppenheimerFunds-sponsored 403(b)(7)
custodial plans exceed $5 million per year (calculated per quarter), will
receive monthly one-half of the Distributor's retained commissions on
those sales, and if those sales exceed $10 million per year, those dealers
will receive the Distributor's entire retained commission on those sales.

Reduced Sales Charges for Class A Share Purchases. You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:

-- Right of Accumulation. To qualify for the lower sales charge
rates that apply to larger purchases of Class A shares, you and your
spouse can add together Class A and Class B shares you purchase for your
individual accounts, or jointly, or for trust or custodial accounts on
behalf of your children who are minors. A fiduciary can cumulate shares
purchased for a trust, estate or other fiduciary account (including one
or more employee benefit plans of the same employer) that has multiple
accounts.

Additionally, you can add together current purchases of Class A and
Class B shares of the Fund and other Oppenheimer funds to reduce the sales
charge rate that applies to current purchases of Class A shares. You can
also count Class A and Class B shares of Oppenheimer funds you previously
purchased subject to an initial or contingent deferred sales charge to
reduce the sales charge rate for current purchases of Class A shares,
provided that you still hold that investment in one of the Oppenheimer
funds. The value of those shares will be based on the greater of the
amount you paid for the shares or their current value (at offering price).
The Oppenheimer funds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from the
Transfer Agent. The reduced sales charge will apply only to current
purchases and must be requested when you buy your shares.

-- Letter of Intent. Under a Letter of Intent, if you purchase Class
A shares or Class A and Class B shares of the Fund and other Oppenheimer
funds during a 13-month period, you can reduce the sales charge rate that
applies to your purchases of Class A shares. The total amount of your
intended purchases of both Class A and Class B shares will determine the
reduced sales charge rate for the Class A shares purchased during that
period. This can include purchases made up to 90 days before the date of
the Letter. More information is contained in the Application and in
"Reduced Sales Charges" in the Statement of Additional Information.

-- Waivers of Class A Sales Charges. The Class A sales charges are
not imposed in the circumstances described below. There is an explanation
of this policy in "Reduced Sales Charges" in the Statement of Additional
Information.

Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers. Class A shares purchased by the following investors are not
subject to any Class A sales charges:

-- the Manager or its affiliates;

-- present or former officers, directors, trustees and employees (and
their "immediate families" as defined in "Reduced Sales Charges" in the
Statement of Additional Information) of the Fund, the Manager and its
affiliates, and retirement plans established by them for their employees;

-- registered management investment companies, or separate accounts
of insurance companies having an agreement with the Manager or the
Distributor for that purpose;

-- dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees;

-- employees and registered representatives (and their spouses) of
dealers or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and are
identified to the Distributor) or with the Distributor; the purchaser must
certify to the Distributor at the time of purchase that the purchase is
for the purchaser's own account (or for the benefit of such employee's
spouse or minor children);

-- dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor providing specifically for
the use of shares of the Fund in particular investment products made
available to their clients;

-- dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor to sell shares of defined
contribution employee retirement plans for which the dealer, broker or
investment adviser provides administrative services;

-- directors, trustees, officers or full time employees of OpCap
Advisors or its affiliates, their relatives or any trust, pension, profit
sharing or other benefit plan for any of them;

-- accounts advised by Oppenheimer Capital or persons who are
directors or trustees of such accounts;

-- purchases made with the proceeds of maturing principal of any
Qualified Unit Investment Liquid Trust Series;

-- any unit investment trust that has entered into an appropriate
agreement with the Distributor; or

-- purchases by a Quest-sponsored TRAC2000 401(k) plan that
originally purchased Class B or Class C shares and which shares were
exchanged for Class A shares at net asset value due to the termination of
the Class B and Class C shares TRAC2000 program (any such TRAC2000
shareholders on the date of this Prospectus will be assessed an
administrative fee equal to 1% of their account value on the date of this
Prospectus.

See Appendix A for further details regarding sales charge waivers on
purchases by certain shareholders of the former Quest for Value funds.

Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions. Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:

-- shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;

-- shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates
acts as sponsor;

-- shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds (other
than Oppenheimer Cash Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the Distributor; or

-- shares purchased and paid for with the proceeds of shares redeemed
in the prior 12 months from a mutual fund (other than a fund managed by
the Manager or any of its subsidiaries) on which an initial sales charge
or contingent deferred sales charge was paid (this waiver also applies to
shares purchased by exchange of shares of Oppenheimer Money Market Fund,
Inc. that were purchased and paid for in this manner); this waiver must
be requested when the purchase order is placed for your shares of the
Fund, and the Distributor may require evidence of your qualification for
this waiver.

See Appendix A for further details regarding sales charge waivers in
certain transactions involving shareholders of the former Quest for Value
funds.

Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions. The Class A contingent deferred sales charge does not apply
to purchases of Class A shares at net asset value without sales charge as
described in the two sections above. It is also waived if shares that
would otherwise be subject to the contingent deferred sales charge are
redeemed in the following cases:

-- for retirement distributions or loans to participants or
beneficiaries from qualified retirement plans, deferred compensation plans
or other employee benefit plans, including OppenheimerFunds prototype
401(k) plans (these are all referred to as "Retirement Plans");

-- to return excess contributions made to Retirement Plans;

-- to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;

-- involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules
and Policies," below);

-- if, at the time a purchase order is placed for Class A shares that
would otherwise be subject to the Class A contingent deferred sales
charge, the dealer agrees to accept the dealer's portion of the commission
payable on the sale 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); or

-- for distributions from OppenheimerFunds prototype 401(k) plans for
any of the following cases or purposes: (1) following the death or
disability (as defined in the Internal Revenue Code) of the participant
or beneficiary (the death or disability must occur after the participant's
account was established); (2) hardship withdrawals, as defined in the
plan; (3) under a Qualified Domestic Relations Order, as defined in the
Internal Revenue Code; (4) to meet the minimum distribution requirements
of the Internal Revenue Code; (5) to establish "substantially equal
periodic payments" as described in Section 72(t) of the Internal Revenue
Code, or (6) separation from service.

The Class A contingent deferred sales charge will be waived for
certain additional types of redemptions, if the shares were purchased
prior to the date of this Prospectus, as set forth in Appendix A to this
Prospectus.

-- Distribution and Service Plan for Class A Shares. The Fund has
adopted a Distribution and Service Plan for Class A shares to reimburse
the Distributor for a portion of its costs incurred in connection with the
personal service and maintenance of shareholder accounts that hold Class
A shares. Under the Plan, the Fund pays an annual asset-based sales
charge to the Distributor of 0.25% of the average annual net assets of the
class. The Fund also pays a service fee to the Distributor of 0.25% of
the average annual net assets of the class. The Distributor uses all of
the service fee and a portion of the asset-based sales charge (equal to
0.15% annually for Class A shares purchased prior to September 1, 1993 and
0.10% annually for Class A shares purchased on or after September 1, 1993)
to compensate dealers, brokers, banks and other financial institutions
quarterly for providing personal service and maintenance of accounts of
their customers that hold Class A shares. The Distributor retains the
balance of the asset-based sales charge to reimburse itself for its other
expenditures under the Plan.

Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and
providing other services at the request of the Fund or the Distributor.
The payments under the Plan increase the annual expenses of Class A
shares. For more details, please refer to "Distribution and Service Plans"
in the Statement of Additional Information.

Buying Class B Shares. Class B shares are sold at net asset value per
share without an initial sales charge. However, if Class B shares are
redeemed within 6 years of their purchase, a contingent deferred sales
charge will be deducted from the redemption proceeds. That sales charge
will not apply to shares purchased by the reinvestment of dividends or
capital gains distributions. The charge will be assessed on the lesser of
the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price (including increases
due to the reinvestment of dividends and capital gains distributions). The
Class B contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services to the
Fund in connection with the sale of Class B shares.

To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 6 years, and (3) shares held the longest during the
6-year period.

The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:

Years Since Contingent Deferred Sales Charge
Beginning of Month In Which on Redemptions in that Year
Purchase Order was Accepted (As % of Amount Subject to Charge)

0 - 1 5.0%
1 - 2 4.0%
2 - 3 3.0%
3 - 4 3.0%
4 - 5 2.0%
5 - 6 1.0%
6 and following None

In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the first regular business day of the month in which
the purchase was made.

-- Automatic Conversion of Class B Shares. Six years after you
purchase Class B shares, those shares will automatically convert to Class
A shares. This conversion feature relieves Class B shareholders of the
asset-based sales charge that applies to Class B shares under the Class
B Distribution Plan, described below. The conversion is based on the
relative net asset value of the two classes, and no sales load or other
charge is imposed. When Class B shares convert, any other Class B shares
that were acquired by the reinvestment of dividends and distributions on
the converted shares will also convert to Class A shares. The conversion
feature is subject to the continued availability of a tax ruling described
in "Alternative Sales Arrangements - Class A, Class B and Class C Shares"
in the Statement of Additional Information.

-- Distribution and Service Plan for Class B Shares. The Fund has
adopted a Distribution and Service Plan for Class B shares to compensate
the Distributor for distributing Class B shares and servicing accounts.
Under the Plan, the Fund pays the Distributor an annual "asset-based sales
charge" of 0.75% per year on Class B shares that are outstanding for 6
years or less. The Distributor also receives a service fee of 0.25% per
year. Both fees are computed on the average annual net assets of Class
B shares, determined as of the close of each regular business day. The
asset-based sales charge allows investors to buy Class B shares without
a front-end sales charge while allowing the Distributor to compensate
dealers that sell Class B shares.

The Distributor uses the service fee to compensate dealers for
providing personal services for accounts that hold Class B shares. Those
services are similar to those provided under the Class A Service Plan,
described above. The asset-based sales charge and service fee increase
Class B expenses by 1.00% of average net assets per year.

The Distributor pays the 0.25% service fee to dealers in advance for
the first year after Class B shares have been sold by the dealer. After
the shares have been held for a year, the Distributor pays the fee on a
quarterly basis. The Distributor pays sales commissions of 3.75% of the
purchase price to dealers from its own resources at the time of sale.

The Fund pays the asset-based sales charge to the Distributor for its
services rendered in connection with the distribution of Class B shares.
Those payments, retained by the Distributor, are at a fixed rate which is
not related to the Distributor's expenses. The services rendered by the
Distributor include paying and financing the payment of sales commissions,
service fees, and other costs of distributing and selling Class B shares.
If the Plan is terminated by the Fund, the Board of Trustees may allow the
Fund to continue payments of the service fee and/or asset-based sales
charge to the Distributor for distributing Class B shares before the Plan
was terminated.

-- Waivers of Class B Sales Charges. The Class B contingent
deferred sales charge will not apply to shares purchased in certain types
of transactions, nor will it apply to shares redeemed in certain
circumstances, as described below under Buying Class C Shares -- "Waivers
of Class B and Class C Sales Charges."

Buying Class C Shares. Class C shares are sold at net asset value per
share without an initial sales charge. However, if Class C shares are
redeemed within 12 months of their purchase, a contingent deferred sales
charge of 1.0% will be deducted from the redemption proceeds. That sales
charge will not apply to shares purchased by the reinvestment of dividends
or capital gains distributions. The charge will be assessed on the lesser
of the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price (including increases
due to the reinvestment of dividends and capital gains distributions). The
Class C contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services to the
Fund in connection with the sale of Class C shares.

To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.

-- Distribution and Service Plan for Class C Shares. The Fund has
adopted a Distribution and Service Plan for Class C shares to compensate
the Distributor for distributing Class C shares and servicing accounts.
Under the Plan, the Fund pays the Distributor an annual "asset-based sales
charge" of 0.75% per year on Class C shares. The Distributor also
receives a service fee of 0.25% per year. Both fees are computed on the
average annual net assets of Class C shares, determined as of the close
of each regular business day. The asset-based sales charge allows
investors to buy Class C shares without a front-end sales charge while
allowing the Distributor to compensate dealers that sell Class C shares.

The Distributor uses the service fee to compensate dealers for
providing personal services for accounts that hold Class C shares. Those
services are similar to those provided under the Class A Service Plan,
described above. The asset-based sales charge and service fees increase
Class C expenses by 1.00% of average net assets per year.

The Distributor pays the 0.25% service fee to dealers in advance for
the first year after Class C shares have been sold by the dealer. After
the shares have been held for a year, the Distributor pays the fee on a
quarterly basis. The Distributor pays sales commissions of 0.75% of the
purchase price to dealers from its own resources at the time of sale. The
total up-front commission paid by the Distributor to the dealer at the
time of sale of Class C shares is 1.00% of the purchase price. The
Distributor plans to pay the asset-based sales charge as an ongoing
commission to the dealer on Class C shares that have been outstanding for
a year or more.

The Fund pays the asset-based sales charge to the Distributor for its
services rendered in connection with the distribution of Class C shares.
Those payments are at a fixed rate which is not related to the
Distributor's expenses. The services rendered by the Distributor include
paying and financing the payment of sales commissions, service fees, and
other costs of distributing and selling Class C shares, including
compensation of personnel of the Distributor who support distribution of
Class C shares. If the Plan is terminated by the Fund, the Board of
Trustees may allow the Fund to continue payments of the service fee and/or
asset-based sales charge to the Distributor for distributing Class C
shares before the plan was terminated.

-- Waivers of Class B and Class C Sales Charges. The Class B and
Class C contingent deferred sales charges will not be applied to shares
purchased in certain types of transactions nor will it apply to shares
redeemed in certain circumstances as described below. The reasons for
this policy are in "Reduced Sales Charges" in the Statement of Additional
Information.

Waivers for Redemptions in Certain Cases. The Class B and Class C
contingent deferred sales charges will be waived for redemptions of shares
in the following cases:

-- distributions to participants or beneficiaries from Retirement
Plans, if the distributions are made (a) under an Automatic Withdrawal
Plan after the participant reaches age 59-1/2, as long as the payments are
no more than 10% of the account value annually (measured from the date the
Transfer Agent received the request), or (b) following the death or
disability (as defined in the Internal Revenue Code ("IRC")) of the
participant or beneficiary (the death or disability must have occurred
after the account was established);

-- redemptions from accounts other than Retirement Plans following
the death or disability of the last surviving shareholder (the death or
disability must have occurred after the account was established, and for
disability you must provide evidence of a determination of disability by
the Social Security Administration);

-- returns of excess contributions to Retirement Plans;

-- distributions from IRAs (including SEP-IRAs and SAR/SEP accounts)
before the participant is age 59-1/2, and distributions from 403(b)(7)
custodial plans or pension or profit sharing plans before the participant
is age 59-1/2 but only after the participant has separated from service,
if the distributions are made in substantially equal periodic payments
over the life (or life expectancy) of the participant or the joint lives
(or joint life and last survivor expectancy) of the participant and the
participant's designated beneficiary (and the distributions must comply
with other requirements for such distributions under the IRC and may not
exceed 10% of the account value annually, measured from the date the
Transfer Agent received the request);

-- shares redeemed involuntarily, as described in "Shareholder
Account Rules and Policies," below; or

-- distributions from OppenheimerFunds prototype 401(k) plans: (1)
for hardship withdrawals; (2) under a Qualified Domestic Relations
Order, as defined in the IRC; (3) to meet minimum distribution
requirements as defined in the IRC; (4) to make "substantially equal
periodic payments" as described in Section 72(t) of the IRC; (5) for
separation from service.

Waivers for Shares Sold or Issued in Certain Transactions. The
contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:

-- shares sold to the Manager or its affiliates;

-- shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; or

-- shares issued in plans or reorganization to which the Fund is a
party.

The Class B and Class C contingent deferred sales charge will be
waived for certain additional types of redemptions, if the shares were
purchased prior to the date of this Prospectus, as set forth in Appendix
A to this Prospectus.

Special Investors Services

AccountLink. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions. These include purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.

AccountLink privileges must be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges on signature-guaranteed instructions to the
Transfer Agent. AccountLink privileges will apply to each shareholder
listed in the registration on your account as well as to your dealer
representative of record unless and until the Transfer Agent receives
written instructions terminating or changing those privileges. After you
establish AccountLink for your account, any change of bank account
information must be made by signature-guaranteed instructions to the
Transfer Agent signed by all shareholders who own the account.

-- Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457. The purchase payment will be debited from
your bank account.

-- PhoneLink. PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.

-- Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.

-- Exchanging Shares. With the OppenheimerFunds exchange privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another Oppenheimer fund account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.

-- Selling Shares. You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds
directly to your AccountLink bank account. Please refer to "How to Sell
Shares," below, for details.

Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
Oppenheimer fund account on a regular basis:

-- Automatic Withdrawal Plans. If your Fund account is $5,000 or
more, you can establish an Automatic Withdrawal Plan to receive payments
of at least $50 on a monthly, quarterly, semi-annual or annual basis. The
checks may be sent to you or sent automatically to your bank account on
AccountLink. You may even set up certain types of withdrawals of up to
$1,500 per month by telephone. You should consult the Application and
Statement of Additional Information for more details.

-- Automatic Exchange Plans. You can authorize the Transfer Agent to
exchange an amount you establish in advance automatically for shares of
up to five other Oppenheimer funds on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan. The minimum purchase
for each other Oppenheimer funds account is $25. These exchanges are
subject to the terms of the Exchange Privilege, described below.

Reinvestment Privilege. If you redeem some or all of your Class A shares,
you have up to 6 months to reinvest all or part of the redemption proceeds
in Class A shares of a Fund or other Oppenheimer funds without paying a
sales charge. This privilege applies to Class A shares that you purchased
subject to an initial sales charge and to Class A shares on which you paid
a contingent deferred sales charge when you redeemed them. It does not
apply to Class C shares. Please consult the Statement of Additional
Information for more details.

Retirement Plans. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:

-- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses

-- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations

-- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR/SEP IRAs

-- Pension and Profit-Sharing Plans for self-employed persons and
small business owners

-- 401(k) prototype retirement plans for businesses

Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.

How to Sell Shares

You can arrange to take money out of your account on any regular
business day by selling (redeeming) some or all of your shares. Your
shares will be sold at the next net asset value calculated after your
order is received and accepted by the Transfer Agent. The Fund offers you
a number of ways to sell your shares in writing or by telephone. You can
also set up Automatic Withdrawal Plans to redeem shares on a regular
basis, as described above. If you have questions about any of these
procedures, and especially if you are redeeming shares in a special
situation, such as due to the death of the owner, or from a retirement
plan, please call the Transfer Agent first, at 1-800-525-7048, for
assistance.

-- Retirement Accounts. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form with your request to avoid delay. If your retirement
plan account is held for you by your employer, you must arrange for the
distribution request to be sent by the plan administrator or trustee.
There are additional details in the Statement of Additional Information.

-- Certain Requests Require A Signature Guarantee. To protect you
and the Fund from fraud, certain redemption requests must be in writing
and must include a signature guarantee in the following situations (there
may be other situations also requiring a signature guarantee):

-- You wish to redeem more than $50,000 worth of shares and receive
a check
-- The redemption check is not payable to all shareholders listed on
the account statement
-- The redemption check is not sent to the address of record on your
statement
-- Shares are being transferred to a Fund account with a different
owner or name
-- Shares are redeemed by someone other than the owners (such as an
Executor)

-- Where Can I Have My Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing as a fiduciary or on behalf of a corporation, partnership or
other business, you must also include your title in the signature.

Selling Shares by Mail. Write a "letter of instructions" that includes:

-- Your name
-- The Fund's name
-- Your Fund account number (from your account statement)
-- The dollar amount or number of shares to be redeemed
-- Any special payment instructions
-- Any share certificates for the shares you are selling
-- The signatures of all registered owners exactly as the account is
registered, and
-- Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.

Use the following address for Send courier or Express Mail
request by mail: requests to:
Oppenheimer Shareholder Services Oppenheimer Shareholder Services
P.O. Box 5270 10200 E. Girard Avenue, Building D
Denver, Colorado 80217 Denver, Colorado 80231

Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M. but may be earlier on some days. Shares held in an
OppenheimerFunds retirement plan or under a share certificate may not be
redeemed by telephone.

-- To redeem shares through a service representative, call 1-800-852-
8457
-- To redeem shares automatically on PhoneLink, call 1-800-533-3310

Whichever method you use, you may have a check sent to the address
on the account statement, or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds wired to that bank
account.

-- Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone, once in each 7-day period. The check must be payable to all
owners of record of the shares and must be sent to the address on the
account. This service is not available within 30 days of changing the
address on an account.

-- Telephone Redemptions Through AccountLink. There are no dollar
limits on telephone redemption proceeds sent to a bank account designated
when you establish AccountLink. Normally the ACH wire to your bank is
initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are
waiting to be wired.

Selling Shares Through Your Dealer. The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers. Brokers or dealers may charge for that service. Please refer
to "Special Arrangements for Repurchase of Shares from Dealers and
Brokers" in the Statement of Additional Information for more details.

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain Oppenheimer
funds at net asset value per share at the time of exchange, without sales
charge. To exchange shares, you must meet several conditions:

-- Shares of the fund selected for exchange must be available for
sale in your state of residence
-- The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege
-- You must hold the shares you buy when you establish your account
for at least 7 days before you can exchange them; after the account is
open 7 days, you can exchange shares every regular business day
-- You must meet the minimum purchase requirements for the fund you
purchase by exchange
-- Before exchanging into a fund, you should obtain and read its
prospectus

Shares of a particular class may be exchanged only for shares of the
same class in the other Oppenheimer funds. For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund. At
present, Oppenheimer Money Market Fund, Inc. offers only one class of
shares, which are considered Class A shares for this purpose. In some
cases, sales charges may be imposed on exchange transactions. Please
refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.

Exchanges may be requested in writing or by telephone:

-- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."

-- Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by
using PhoneLink for automated exchanges, by calling 1-800-533-3310.
Telephone exchanges may be made only between accounts that are registered
with the same name(s) and address. Shares held under certificates may not
be exchanged by telephone.

You can find a list of Oppenheimer funds currently available for
exchanges in the Statement of Additional Information or by calling a
service representative at 1-800-525-7048. Exchanges of shares involve a
redemption of the shares of the fund you own and a purchase of shares of
the other fund.

There are certain exchange policies you should be aware of:

-- Shares are normally redeemed from one fund and purchased from the
other fund in the exchange transaction on the same regular business day
on which the Transfer Agent receives an exchange request that is in proper
form by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M. but may be earlier on some days. However, either fund
may delay the purchase of shares of the fund you are exchanging into if
it determines it would be disadvantaged by a same-day transfer of the
proceeds to buy shares. For example, the receipt of multiple exchange
requests from a dealer in a "market-timing" strategy might require the
disposition of securities at a time or price disadvantageous to the Fund.

-- Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.

-- The Fund may amend, suspend or terminate the exchange privilege
at any time. Although the Fund will attempt to provide you notice
whenever it is reasonably able to do so, it may impose these changes at
any time.

-- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

-- Net Asset Value Per Share is determined for each class of shares
as of the close of The New York Stock Exchange, which is normally 4:00
P.M. but may be earlier on some days, on each day the Exchange is open by
dividing the value of the Fund's net assets attributable to a class by the
number of shares of that class that are outstanding. The Fund's Board of
Trustees has established procedures to value the Fund's securities to
determine net asset value. In general, securities values are based on
market value. There are special procedures for valuing illiquid and
restricted securities and obligations for which market values cannot be
readily obtained. These procedures are described more completely in the
Statement of Additional Information.

-- The offering of shares may be suspended during any period in which
the determination of net asset value is suspended, and the offering may
be suspended by the Board of Trustees at any time the Board believes it
is in the Fund's best interest to do so.

-- Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.

-- The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund will be liable for
losses or expenses arising out of telephone instructions reasonably
believed to be genuine. If you are unable to reach the Transfer Agent
during periods of unusual market activity, you may not be able to complete
a telephone transaction and should consider placing your order by mail.

-- Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.

-- Dealers that can perform account transactions for their clients
by participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously.

-- The redemption price for shares will vary from day to day because
the value of the securities in the Fund's portfolio fluctuates, and the
redemption price, which is the net asset value per share, will normally
be different for Class A, Class B and Class C shares. Therefore, the
redemption value of your shares may be more or less than their original
cost.

-- Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments. For accounts registered
in the name of a broker-dealer, payment will be forwarded within 3
business days. The Transfer Agent may delay forwarding a check or
processing a payment via AccountLink for recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much
as 10 days from the date the shares were purchased. That delay may be
avoided if you purchase shares by certified check or arrange with your
bank to provide telephone or written assurance to the Transfer Agent that
your purchase payment has cleared.

-- Involuntary redemptions of small accounts may be made by the Fund
if the account value has fallen below $500 for reasons other than the fact
that the market value of shares has dropped, and in some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.

-- Under unusual circumstances, shares of the Fund may be redeemed
"in kind," which means that the redemption proceeds will be paid with
securities from the Fund's portfolio. Please refer to the Statement of
Additional Information for more details.

-- "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a certified Social
Security or taxpayer identification number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of dividends.

-- The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent.
Under the circumstances described in "How To Buy Shares," you may be
subject to a contingent deferred sales charges when redeeming certain
Class A, Class B and Class C shares.

-- To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on the Fund's records.
However, each shareholder may call the Transfer Agent at 1-800-525-7048
to ask that copies of those materials be sent personally to that
shareholder.

-- Transfer Agent and Shareholder Servicing Agent. The transfer agent
and shareholder servicing agent is Oppenheimer Shareholder Services.
Unified Management Corporation (1-800-346-4601) is the shareholder
servicing agent for former shareholders of the AMA Family of Funds and
clients of AMA Investment Advisers, L.P. who acquire shares of the Fund,
and for former shareholders of the Unified Funds and Liquid Green Trusts,
accounts which participated or participate in a retirement plan for which
Unified Investment Advisers, Inc. or an affiliate acts as custodian or
trustee, and other accounts for which Unified Management Corporation is
the dealer of record.

Dividends and Distributors

The Fund declares and pays dividends from net investment income on an
annual basis following the end of its fiscal year (October 31). The Fund
may at times make payments from sources other than income or net capital
gains. Payments from such sources would, in effect, represent a return
of each shareholder's investment. All or a portion of such payments would
not be taxable to shareholders.

Distributions from net long-term capital gains, if any, for the Fund
normally are declared and paid annually, subsequent to the end of its
fiscal year. Distributions from net short-term capital gains, if any,
will be made annually. Short-term capital gains include the gains from
the disposition of securities held less than one year. If required by tax
laws to avoid excise or other taxes, dividends and/or capital gains
distributions may be made more frequently.

Dividends paid by the Fund with respect to Class A, B and C shares, to the
extent any dividends are paid, will be calculated in the same manner at
the same time on the same day, with each class bearing its own
distribution and other class-related expenses. Accordingly, the higher
distribution fees paid by Class B and C shares and the higher resulting
expense ratio will cause such shares to be paid lower per share dividends
than those paid on Class A shares. However, a Class B or C shareholder
will receive more shares at the time of purchase than a Class A
shareholder investing the same dollar amount since no sales charge is
deducted from the amount invested in Class B or C shares.

Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are reinvested.
For other accounts, you have four options:

-- Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.

-- Reinvest Capital Gains Only. You can elect to reinvest long-term
capital gains in the Fund while receiving dividends by check or sent to
your bank account on AccountLink.

-- Receive All Distributions in Cash. You can elect to receive a
check for all dividends and long-term capital gains distributions or have
them sent to your bank on AccountLink.

-- Reinvest Your Distributions in Another Oppenheimer funds Account.
You can reinvest all distributions in another Oppenheimer funds account
you have established.

Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Long-term capital gains are taxable as long-term capital gains when
distributed to shareholders. It does not matter how long you held your
shares. Dividends paid from short-term capital gains and net investment
income are taxable as ordinary income. Distributions are subject to
federal income tax and may be subject to state or local taxes. Your
distributions are taxable when paid, whether you reinvest them in
additional shares or take them in cash. Every year the Fund will send you
and the IRS a statement showing the amount of each taxable distribution
you received in the previous year.

-- "Buying a Dividend": When the Fund goes ex-dividend, its share
price is reduced by the amount of the distribution. If you buy shares on
or just before the ex-dividend date, or just before the Fund declares a
capital gains distribution, you will pay the full price for the shares and
then receive a portion of the price back as a taxable dividend or capital
gain.

-- Taxes on Transactions: Share redemptions, including redemptions
for exchanges, are subject to capital gains tax. A capital gain or loss
is the difference between the price you paid for the shares and the price
you received when you sold them.

-- Returns of Capital: In certain cases distributions made by the
Fund may be considered a non-taxable return of capital to shareholders.
If that occurs, it will be identified in notices to shareholders. A non-
taxable return of capital may reduce your tax basis in your Fund shares.

This information is only a summary of certain federal tax information
about your investment. More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular
tax situation.

Additional Information

Organization of the Fund. The Fund is one of four portfolios of
Oppenheimer Quest for Value Funds (the "Trust"), an open-end management
investment company organized as a Massachusetts business trust on
April 17, 1987. The Trust may establish additional portfolios which may
have different investment objectives from those stated in this prospectus.

The Fund is not required to hold annual shareholder meetings,
although special meetings may be called as required by applicable law or
as requested in writing by holders of 10% or more of the outstanding
shares of the Fund for the purpose of voting upon the question of removal
of a trustee. The Fund will assist shareholders in communicating with one
another in connection with such a meeting. For matters affecting only one
portfolio of the Trust, only the shareholders of that portfolio are
entitled to vote. For matters affecting all the portfolios, but affecting
them differently, separate votes by portfolio are required. Stock
certificates for Class B or Class C shares will not be issued. No stock
certificates will be issued for Class A shares unless specifically
requested in writing.

Under Massachusetts law shareholders of the Trust could, in certain
circumstances, be held personally liable as partners for obligations of
the Trust. The Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Trust and its
portfolios and requires that notice of such disclaimer be given in each
instrument entered into or executed by the Trust on behalf of its
portfolios. The Declaration of Trust also provides indemnification out of
the Trust's property for any shareholder held personally liable for any
of the obligations of the Trust. Thus, the risk of loss to a shareholder
from being held personally liable for the obligations of the Trust is
limited to the unlikely circumstance in which the Trust would be unable
to meet its obligations.

Each class of shares represents identical interests in the Fund's
investment portfolio. As such, they have the same rights, privileges and
preferences, except with respect to the: (a) designation of each class,
(b) effect of the respective sales charges, if any, for each class,
(c) distribution fees borne by each class, (d) expenses allocable
exclusively to each class, (e) voting rights on matters exclusively
affecting a single class and (f) exchange privilege of each class.

- -- Performance Information. From time to time the Fund may advertise
yield and total return figures, based on historical earnings. The figures
are not intended to indicate future performance. "Yield" is calculated by
dividing the net investment income for the stated period by the value, at
maximum offering price on the last day of the period, of the average
number of shares entitled to receive dividends during the period. The
yield formula assumes that net investment income is earned at a constant
rate and reinvested semi-annually. "Total Return" refers to the average
annual compounded rates of return over some representative period that
would equate an initial amount invested at the beginning of a stated
period to the ending redeemable value of the investment, after giving
effect to the reinvestment of all dividends and distributions and
deductions of expenses during the period. The Fund also may advertise its
total return over different periods of time by means of aggregate,
average, year by year or other types of total return figures. In addition,
reference in advertisements may be made to ratings and rankings among
similar funds by independent evaluators such as Lipper Analytical
Services, Inc. or Morningstar and the performance of the Fund may be
compared to recognized indices of market performance. Performance data
will be computed separately for each Class of shares in accordance with
formulas specified by the Securities and Exchange Commission.

- -- Possible Conflicts of Interest Between Classes. The Board of the Fund
has determined that currently no conflict of interest exists between
Class A, B and/or C shares of the Fund. On an ongoing basis, the Board
shall monitor the Fund for the existence of any material conflicts between
the interests of the classes of outstanding shares. The Board shall take
such action as is reasonably necessary to eliminate any such conflicts
that may develop, up to and including establishing a new Fund.

- -- Custodian. The custodian of the assets for the Fund is State Street
Bank and Trust Company, whose principal business address is P.O. Box 8505,
Boston, MA 02266-8505. Cash balances of the Fund with the Custodian in
excess of $100,000 are unprotected by Federal deposit insurance. Such
uninsured balances may at times be substantial.

- -- Transfer Agent and Shareholder Servicing Agent. The transfer agent and
shareholder servicing agent is Oppenheimer Shareholder Services, a
subsidiary of the Manager, whose address is P.O. Box 5270, Denver,
Colorado 80217.

- -- Shareholder Servicing Agent for Certain Shareholders. Unified
Management Corporation (1-800-346-4601) is the shareholder servicing agent
for former shareholders of the AMA Family of Funds and clients of AMA
Investment Advisers, L.P. who acquire shares of the Fund, and for former
shareholders of the Unified Funds and Liquid Green Trusts, accounts which
participated or participate in a retirement plan for which Unified
Investment Advisers, Inc. or an affiliate acts as custodian or trustee,
and other accounts for which Unified Management Corporation is the dealer
of record.

<PAGE>

APPENDIX A

Sales Charges and Waivers for Certain Former
Quest Shareholders, and for Certain Shares
Purchased Prior to the Date of this Prospectus

A. Class A Sales Charge

1. Class A Reduced Sales Charge for Certain Former Quest
Shareholders.

-- Group and Association Purchases and Purchases by Certain Qualified
Retirement Plans. The following table sets forth the applicable sales
charge for purchases of Class A shares made through a single broker or
dealer by qualified retirement plans, which for purposes of this Appendix
A, only, are 401(k) plans, 403(b) plans, SEP/IRA and IRA plans of a single
employer, and by members of associations formed for any purpose other than
the purchase of securities that purchased shares of any former Quest Fund
or that received a proposal from OCC Distributors prior to the date of
this Prospectus:

Front-End Front-End
Sales Charge Sales Charge
as Percentage as Percentage Commission as
Number of Eligible of Offering of Amount Percentage of
Employees or Members Price Invested Offering Price

9 or less 2.50% 2.56% 2.00%
Between 10 & 49 2.00% 2.04% 1.60%
50 or more 0% See "Class A Contingent
Deferred Sales Charge,"
page 21 of the Prospectus.

Purchases made under the Group Purchase provision will qualify for
the lower of the sales charge computed according to the table based on the
number of eligible employees in a plan or members of an association or the
sales charge level under the Rights of Accumulation described above.
Purchases by retirement plans covering 50 or more eligible employees or
by associations or groups with 50 or more members shall be entitled to the
sales charge waiver applicable to purchases of $1 million or more. In
addition, purchases by 401(k) plans can qualify for this sales charge
waiver if, in the opinion of OCC Distributors, the distributor of the
prior Quest funds, the initial purchase plus projected contributions to
be invested in the plan for the following 12 months will exceed
$1,000,000. Individuals who qualify for reduced sales charges as members
of associations,groups or eligible employees in plans as set forth in the
above table also may purchase shares for their individual or custodial
accounts at the same sales charge level, upon request to the Fund's
Distributor.

2. Rate of Class A Contingent Deferred Sales Charge. Class A
shares of the Fund purchased without a sales charge prior to July 1, 1994
are subject to a contingent deferred sales charge if they are redeemed
within 24 months of the end of the calendar month in which they were
purchased in an amount equal to 1% if the redemption occurs within the
first 12 months and equal to .5 of 1% if the redemption occurs in the next
12 months. Class A shares of the Fund purchased without a sales charge
on or after July 1, 1994 but prior to the date of this Prospectus are
subject to a contingent deferred sales charge if they are redeemed within
12 months of the end of the calendar month of their purchase in an amount
equal to 1%.

3. Waiver of Class A Initial and Contingent Deferred Sales Charge
for Certain Former Quest Shareholders. Class A shares of the Fund
purchased by the following investors are not subject to any Class A sales
charges:

-- Shareholders of the AMA Family of Funds who acquired shares of any
of the former Quest for Value Funds pursuant to a combination of a Quest
Fund with a portfolio of the AMA Family of Funds who were shareholders of
the AMA Family of Funds on February 28, 1991; or

-- Shareholders who acquired shares of any former Quest for Value
Fund pursuant to the combination of certain Quest Funds with portfolios
of the Unified Funds.

4. Waiver of Class A Contingent Deferred Sales Charge ("CDSC") in
Certain Transactions Involving Former Quest Shareholders. The Class A
CDSC will not apply with respect to Class A shares of the Fund purchased
by certain investors who were shareholders of any former Quest for Value
Funds prior to the date of this Prospectus, as follows:

-- Special Fiduciary Relationships. The contingent deferred sales
charge will not apply with respect to purchases of Class A shares for
which the selling dealer is not permitted to receive a sales load or
redemption fee imposed on a shareholder with whom such dealer has a
fiduciary relationship in accordance with provisions of the Employee
Retirement Income Security Act and regulations thereunder.

-- Purchases by Strategic Alliances. The contingent deferred sales
charge will not apply with respect to purchases of Class A shares by
participants in qualified retirement plans that are part of strategic
alliances. No sales charge will be imposed on such purchases and the
Distributor will pay to the selling dealer a commission described above
in "Class A Contingent Deferred Sales Charge."

5. Waiver of Class A Initial and Contingent Deferred Sales Charge.
The Class A initial and contingent deferred sales charge will not apply
to qualified retirement plans that are part of strategic alliances that
purchase shares on or after the date of this Prospectus but prior to March
31, 1996.

B. Class A, Class B and Class C Contingent Deferred Sales Charge Waivers

1. Waivers for Redemptions with Respect to Purchases Prior to March
6, 1995. The contingent deferred sales charge will be waived in the case
of redemptions of Class A, B or C shares of the Fund purchased prior to
March 6, 1995 in connection with (i) distributions to participants or
beneficiaries of plans qualified under Section 401(a) of the Internal
Revenue Code ("IRC") or from custodial accounts under IRC
Section 403(b)(7), individual retirement accounts under IRC
Section 408(a), deferred compensation plans under IRC section 457 and
other employee benefit plans ("plans"), and returns of excess
contributions made to these plans, (ii) withdrawals under an automatic
withdrawal plan where the annual withdrawal does not exceed 10% of the
opening value of the account (only for Class B and C shares); and
(iii) liquidation of a shareholder's account if the aggregate net asset
value of shares held in the account is less than the required minimum.

2. Waivers for Redemption with Respect to Purchases on or After
March 6, 1995 but Prior to Date of the Prospectus. The contingent deferred
sales charge will be waived in the case of redemptions of Class A, B or
C shares of the Fund purchased on or after March 6, 1995, but prior to the
date of this Prospectus in connection with (1) distributions to
participants or beneficiaries from individual retirement accounts under
Section 408(a) of the IRC and retirement plans under Section 401(a),
401(k), 403(b) and 457 of the IRC, which distributions are made either
(a) to an individual participant as a result of separation from service
or (b) following the death or disability (as defined in the IRC) of the
participant or beneficiary; (2) returns of excess contributions to such
retirement plans; (3) redemptions other than from retirement plans
following the death or disability of the shareholder(s) (as evidenced by
a determination of total disability by the U.S. Social Security
Administration); (4) withdrawals under an automatic withdrawal plan where
the annual withdrawals do not exceed 10% of the opening value of the
account (only for Class B and C shares); and (5) liquidation of a
shareholder's account if the aggregate net asset value of shares held in
the account is less than the required minimum. A shareholder will be
credited with any contingent deferred sales charge paid in connection with
the redemption of any Class A, B or C shares if within 90 days after such
redemption, the proceeds are invested in the same Class of shares in the
same and/or another Oppenheimer fund.

C. Dealer Arrangements.

1. Dealers who previously sold Class B shares of the Fund to Quest
prototype 401(k) plan accounts maintained on the TRAC-2000 recordkeeping
system and whose accounts were transferred to the OppenheimerFunds
prototype 401(k) plan, shall be eligible for an additional payment by the
Distributor of 1% of the value of the assets so transferred, such payment
not to exceed $5,000.

2. Dealers who previously sold Class C shares of the Fund to Quest
prototype 401(k) plan accounts maintained on the TRAC-2000 recordkeeping
system and (i) which shares in such accounts were exchanged for Class A
shares, or (ii) whose accounts were transferred to the OppenheimerFunds
prototype 401(k) plan, shall be eligible for an additional payment by the
Distributor of 1% of the value of the assets so transferred, such payment
not to exceed $5,000.

<PAGE>

Oppenheimer Quest Opportunity Value Fund
Two World Trade Center
New York, NY 10048-0203
1-800-525-7048

Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203

Sub-Adviser
OpCap Advisors
One World Financial Center
New York, New York 10281

Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203

Transfer Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian of Portfolio Securities
State Street Bank and Trust Company
P.O. Box 8505
Boston, Massachusetts 02266-8505

Independent Auditors
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036

No dealer, broker, salesperson or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus or the Additional Statement, and if given or
made, such information and representations must not be relied upon as
having been authorized by the Fund, Oppenheimer Management Corporation,
Oppenheimer Funds Distributor, Inc. or any affiliate thereof. This
Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any state to any
person to whom it is unlawful to make such an offer in such state.

PROSP/236PSP

<PAGE>

OPPENHEIMER
QUEST SMALL CAP VALUE FUND

Prospectus dated November 24, 1995

Oppenheimer Quest Small Cap Value Fund (the "Fund"), a series of
Oppenheimer Quest for Value Funds, is a mutual fund that seeks capital
appreciation through investments in a diversified portfolio which under
normal conditions will have at least 65% of its assets invested in equity
securities of companies with market capitalizations under $1 billion.
In an uncertain investment environment, the Fund may stress defensive
investment methods. Please refer to "Investment Restrictions and
Techniques" for more information about the types of securities in which
the Fund invests, its investment methods and the risks of investing in the
Fund.

(OppenheimerFunds logo)

<PAGE>

Contents

Appendix A - Sales Charges and Waivers for Certain Former Quest
Shareholders, and for Certain Shares Purchased Prior to the Date
of this Prospectus

<PAGE>

A B O U T T H E F U N D

Expenses

-- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account" from
pages 19 through 42 for an explanation of how and when these charges
apply.

<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales 5.75% None None
Charge on Purchases
(as a % of offering price)
- -------------------------------------------------------------------------
Sales Charge on None None None
Reinvested Dividends
- -------------------------------------------------------------------------
Deferred Sales Charge None(1) 5% in the first 1.0% if
(as a % of the lower of the year, declining shares are
original purchase price or to 1% in the redeemed
redemption proceeds) sixth year and within 12
eliminated months of
thereafter(2) purchase(2)
- -------------------------------------------------------------------------
Exchange Fee None None None

</TABLE>

<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 1.00% 1.00% 1.00%
- -------------------------------------------------------------------------
12b-1 Distribution
Plan Fees 0.50% 1.00% 1.00%
- -------------------------------------------------------------------------
Other Expenses 0.38% 0.48% 0.59%
- -------------------------------------------------------------------------
Total Fund
Operating Expenses 1.88% 2.48% 2.59%
</TABLE>

1 year 3 years 5 years 10 years(1)
- --------------------------------------------------------------
Class A Shares $76 $113 $153 $265
Class B Shares $75 $107 $152 $253
Class C Shares $36 $81 $138 $292

If you did not redeem your investment, it would incur the following
expenses:

1 year 3 years 5 years 10 years(1)
- --------------------------------------------------------------
Class A Shares $76 $113 $153 $265
Class B Shares $25 $77 $132 $253
Class C Shares $26 $81 $138 $292

These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary.

<PAGE>

A Brief Overview of the Fund

-- What Is the Fund's Investment Objective? The Fund's investment
objective is capital appreciation through investment in a diversified
portfolio which under normal conditions will have at least 65% of its
assets invested in equity securities of companies with market
capitalizations under $1 billion.

-- Who Manages the Fund? The Fund's investment adviser (the
"Manager") is Oppenheimer Management Corporation, which (including a
subsidiary) manages investment companies having over $38 billion in assets
as of September 30, 1995. The Manager is paid an advisory fee by the
Fund, based on its net assets. The Fund's subadvisor (the "Sub-Adviser")
is OpCap Advisors, a subsidiary of Oppenheimer Capital, which is paid a
fee by the Manager. The Fund's portfolio managers are employed by the
Sub-Adviser and are primarily responsible for the selection of the Fund's
securities. The Fund's Board of Trustees, elected by shareholders,
oversees the Manager, the Sub-Adviser and the portfolio managers. Please
refer to "Investment Management Agreement," starting on page ___ for more
information about the Manager and its fees.

-- Will I Pay A Sales Charge to Buy Shares? The Fund has three
classes of shares. All classes have the same investment portfolio but
different expenses. Class A shares are offered with a front-end sales
charge, starting at 5.75%, and reduced for larger purchases. Purchases
of $1 million or more of Class A shares have no initial sales charge but
are subject to a contingent deferred sales charge of up to 1% if held for
less than 12, 18 or 24 months, depending upon when you purchased such
shares. Class B shares are offered without a front-end sales charge, but
if you sell your shares within six years of buying them, you will normally
pay a contingent deferred sales charge that varies depending on how long
you owned your shares. Class C shares are offered without a front-end
sales charge, but may be subject to a contingent deferred sales charge of
1% if redeemed within one year of buying them. There is also an annual
asset-based sales charge on Class A, Class B and Class C shares. Please
review "How To Buy Shares" starting on page ___ for more details,
including a discussion about factors you and your financial advisor should
consider in determining which class may be appropriate for you.

-- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer. Please refer to "How To Sell Shares" on page ___. The Fund also
offers exchange privileges with other Oppenheimer funds, described in "How
To Exchange Shares" on page 36.

Financial Highlights

FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
---------------------------------------- ---------------------------
Dividends to Distributions to
Net Asset Net Net Realized Shareholders Shareholders
Value, Investment and Unrealized Total from from Net from Net Total
Beginning Income Gain (Loss) on Investment Investment Realized Gain on Dividends and
of Period (Loss) Investments Operations Income Investments Distributions
<S> <C> <C> <C> <C> <C> <C> <C>
Class A,
YEAR ENDED OCTOBER 31,
1994 $ 17.68 $ (0.03) $ 0.01 $ (0.02) $ -- $ (1.33) $ (1.33)
1993 14.60 (0.04) 4.26 4.22 -- (1.14) (1.14)
1992 13.52 0.00 1.50 1.50 -- (0.42) (0.42)
1991 8.80 (0.05) 4.85 4.80 (0.08) -- (0.08)
1990 10.91 0.07 (2.04) (1.97) (0.08) (0.06) (0.14)
Class B,
YEAR ENDED OCTOBER 31, 1994 17.66 (0.11) 0.02 (0.09) -- (1.33) (1.33)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 17.19(3) (0.02) 0.49 0.47 -- -- --
Class C,
YEAR ENDED OCTOBER 31, 1994 17.67 (0.13) 0.02 (0.11) -- (1.33) (1.33)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 17.19(3) (0.02) 0.50 0.48 -- -- --

FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
----------------------------------- ---------------------------------------
Net Distributions
Realized Dividends to
and to Shareholders Net
Net Asset Net Unrealized Shareholders from Net Total Asset
Value, Investment Gain Total from from Net Realized Dividends Value,
Beginning Income (Loss) on Investment Investment Gain on and End of Total
of Period (Loss) Investments Operations Income Investments Distributions Period Return*
Quest for Value Fund, Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $16.33 $ 0.05 $ 0.22 $ 0.27 $-- $(0.42) $(0.42) $16.18 1.71%
YEAR ENDED
OCTOBER 31,
1994 17.68 (0.03) 0.01 (0.02) -- (1.33) (1.33) 16.33 0.04%
1993 14.60 (0.04) 4.26 4.22 -- (1.14) (1.14) 17.68 30.21%
1992 13.52 0.00 1.50 1.50 -- (0.42) (0.42) 14.60 11.60%
1991 8.80 (0.05) 4.85 4.80 (0.08) -- (0.08) 13.52 55.01%
1990 10.91 0.07 (2.04) (1.97) (0.08) (0.06) (0.14) 8.80 (18.33%)
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 16.24 (0.01) 0.22 0.21 -- (0.42) (0.42) 16.03 1.35%
YEAR ENDED
OCTOBER 31, 1994 17.66 (0.11) 0.02 (0.09) -- (1.33) (1.33) 16.24 (0.39%)
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 17.19(3) (0.02) 0.49 0.47 -- -- -- 17.66 2.73%
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 16.23 0.00 0.22 0.22 -- (0.42) (0.42) 16.03 1.41%
YEAR ENDED
OCTOBER 31, 1994 17.67 (0.13) 0.02 (0.11) -- (1.33) (1.33) 16.23 (0.51%)
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 17.19(3) (0.02) 0.50 0.48 -- -- -- 17.67 2.79%

<PAGE>

Investment Objective and Policies of the Fund

The Fund seeks capital appreciation through investments in a
diversified portfolio which under normal conditions will have at least 65%
of its assets invested in equity securities of companies with market
capitalizations under $1 billion. The Fund's investment approach will
attempt to identify securities of companies whose prices are favorable in
relation to their book values and/or sales and securities of companies
which have limited operating leverage (relatively stable business with
below average sensitivity to changes in the general economy) and/or
limited financial leverage (a ratio of debt to assets, or cost of debt
service to income, which is meaningfully below those of their
competitors). The Fund is managed by Jenny Beth Jones, Senior Vice
President of Oppenheimer Capital, and Louis Goldstein, Vice President of
Oppenheimer Capital . Ms. Jones has been portfolio manager of this Fund
since 1990. Previously Ms. Jones was a portfolio manager and analyst with
Mutual of America. Mr. Goldstein has been portfolio manager of the Fund
since January 3, 1995. He has been a security analyst with Oppenheimer
Capital since 1991. From 1988 to 1991 he was a security analyst with David
J. Greene & Co.

Risk Factors

The value of the Fund's shares will fluctuate and on redemption the
value of your shares may be more or less than your investment.

Credit risk relates to the ability of the issuer to make periodic
interest payments and ultimately repay principal at maturity. Bonds rated
Baa3 by Moody's Investors Services, Inc. ("Moody's") or BBB- by Standard
& Poor's Corporation ("S&P") are described by those rating agencies as
having speculative elements. If a debt security is rated below investment
grade by one rating agency and as investment grade by a different rating
agency, the Sub-Adviser will make a determination as to the debt
security's investment grade quality. It is the present intention of the
Fund to invest no more than 5% of its assets in bonds rated below Baa3 by
Moody's or BBB- by S&P (commonly known as "high yield" or "junk bonds").
In the event that the Fund intends in the future to invest more than 5%
of its assets in such bonds, appropriate disclosures will be made to
existing and prospective shareholders. Debt obligations of issuers
outside the United States and its territories are rated on substantially
the same basis as domestic corporate and municipal issues. The ratings
measure the creditworthiness of the issuer but do not take into account
potential actions by the government controlling the currency of
denomination which might have a negative effect on exchange rates. See
the Appendix in the Statement of Additional Information for a more
complete general description of Moody's, S&P, Fitch Investors Service,
Inc. ("Fitch") and Duff & Phelps, Inc. ("Duff") ratings. The ratings of
Moody's, S&P, Fitch and Duff represent their opinions as to the quality
of the obligations which they undertake to rate. It should be emphasized,
however, that ratings are relative and subjective and although ratings may
be useful in evaluating the safety of interest and principal payments,
they do not evaluate the market risk of these securities. Therefore,
although these ratings may be an initial criterion for selection of such
investments, the Sub-Adviser also will evaluate these securities and the
ability of the issuers of such securities to pay interest and principal.
The Fund is not obliged to dispose of securities due to changes by the
rating agencies. Although there is no minimum rating for the investments,
the Fund does not intend to invest in bonds which are in default.

- -- Options and Futures. Different uses of futures and options have
different risk and return characteristics. Generally, selling futures
contracts, purchasing put options and writing call options are strategies
designed to protect against falling security prices and can limit
potential gains if prices rise. Purchasing futures contracts, purchasing
call options and writing put options are strategies whose returns tend to
rise and fall together with securities prices and can cause losses if
prices fall. If securities prices remain unchanged over time, option
writing strategies tend to be profitable while option buying strategies
tend to be unprofitable. The Fund intends to engage only in futures
contracts, options on futures contracts or options on stock indexes for
bona fide hedging or other non-speculative purposes. The Fund may write
covered call options on individual securities. The Fund will not enter
into any leveraged futures transactions.

- -- Repurchase Agreements. The Fund may acquire securities subject to
repurchase agreements. Repurchase agreements involve certain risks.

For a further description of options and futures, repurchase
agreements and other investment techniques used by the Fund, see
"Investment Restrictions and Techniques," below.

Investment Restrictions and Techniques

The investment techniques or instruments described below are used for
investment programs of the Fund.

- -- Options and Futures. The Fund may buy and sell options on stock
indexes, futures contracts and options on futures to hedge its investments
against changes in value or as a temporary substitute for purchases or
sales of actual securities. The Fund may write covered call options on
individual securities. When the Fund anticipates a significant market or
market sector advance, the purchase of a futures contract affords a hedge
against not participating in the advance at a time when the Fund is not
fully invested ("anticipatory hedge"). Such a purchase of a futures
contract would serve as a temporary substitute for the purchase of
individual securities, which may be purchased in an orderly fashion once
the market has stabilized. As individual securities are purchased, an
equivalent amount of futures contracts could be terminated by offsetting
sales. The Fund may sell futures contracts in anticipation of or in a
general market or market sector decline or increase in interest rates that
may adversely affect the market value of the Fund's securities ("defensive
hedge"). To the extent that the Fund's portfolio of securities changes in
value in correlation with the underlying security or index, the sale of
futures contracts would substantially reduce the risk to the Fund of a
market decline and by so doing, provide an alternative to the liquidation
of securities positions in the Fund with attendant transaction costs. All
options purchased or sold by the Fund will be traded on a U.S. or foreign
commodities exchange or will result from separate, privately negotiated
transactions with a primary government securities dealer recognized by the
Board of Governors of the Federal Reserve System or with other
broker-dealers approved by the Fund's Board. Options on securities,
futures contracts and options on futures contracts that are traded on
foreign exchanges are subject to the risk of governmental action affecting
trading in or the prices of foreign currencies or securities. The value
of such positions also could be adversely affected by (i) other complex
foreign political and economic factors, (ii) lesser availability than in
the United States of data on which to make trading decisions, (iii) delays
in the Fund's ability to act upon economic events occurring in foreign
markets during nonbusiness hours in the United States, (iv) the imposition
of different exercise and settlement terms and procedures and margin
requirements than in the United States, (v) lesser trading volume and
(vi) in certain circumstances, currency fluctuations. In addition, the
Fund may write covered call options on individual securities.

So long as Commodities Futures Trading Commission rules so require,
the Fund will not enter into any financial futures or options contract
unless such transactions are for bona-fide hedging purposes or for other
purposes only if the aggregate initial margins and premiums required to
establish such non-hedging positions would not exceed 5% of the
liquidation value of the Fund's total assets. A call option written by the
Fund is "covered" if the Fund owns the underlying security covered by the
call or has an absolute and immediate right to acquire that security
without additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian) upon
conversion or exchange of other securities held in its portfolio. A call
option is also covered if the Fund holds a call on the same security and
in the same principal amount as the call written where the exercise price
of the call held (a) is equal to or less than the exercise price of the
call written or (b) is greater than the exercise price of the call written
if the difference is maintained by the Fund in cash, U.S. Government
Securities or other liquid high-grade debt securities in a segregated
account with its custodian. A put option written by the Fund is "covered"
if the Fund maintains cash, U.S. Government securities or other liquid
high-grade debt securities with a value equal to the exercise price in a
segregated account with its custodian, or else holds a put on the same
security and in the same principal amount as the put written where the
exercise price of the put held is equal to or greater than the exercise
price of the put written. As a result, the Fund forgoes the opportunity
of trading the segregated assets or writing calls against those assets.
There may not be a complete correlation between the price of options or
futures and the market prices of the underlying securities. The Fund may
lose the ability to profit from an increase in the market value of the
underlying securities or may lose its premium payment. If due to a lack
of a market the Fund could not effect a closing purchase transaction with
respect to an OTC option, it would have to hold the callable securities
until the call lapsed or was exercised.

Investment Management Agreement

For its services under the Investment Advisory Agreement, the Fund
pays the Manager an annual fee based on the Fund's daily net assets at the
following rate: 1.00% of the first $400 million of net assets, .90% of the
next $400 million of net assets and .85% of net assets over $800 million.
The Fund also reimburses the Manager for bookkeeping and accounting
services performed on behalf of the Fund.

A B O U T Y O U R A C C O U N T

How to Buy Shares

-- Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.

- -------------------------------------------------------------------------
<TABLE>
<CAPTION>
Front-End Sales Charge Commission
As a Percentage of as Percentage
Offering Amount of Offering
Amount of Purchase Price Invested Price
- ------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000 5.75% 6.10% 4.75%

$25,000 or more but
less than $50,000 5.50% 5.82% 4.75%

$50,000 or more but
less than $100,000 4.75% 4.99% 4.00%

$100,000 or more but
less than $250,000 3.75% 3.90% 3.00%

$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%

$500,000 or more but
less than $1 million 2.00% 2.04% 1.60%
</TABLE>

The Distributor reserves the right to reallow the entire commission to
dealers. If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.

-- Class A Contingent Deferred Sales Charge. There is no initial
sales charge on purchases of Class A shares of any one or more of the
OppenheimerFunds in the following cases:

-- Purchases aggregating $1 million or more, or

Reduced Sales Charges for Class A Share Purchases. You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:

Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers. Class A shares purchased by the following investors are not
subject to any Class A sales charges:

-- the Manager or its affiliates;

-- registered management investment companies, or separate accounts
of insurance companies having an agreement with the Manager or the
Distributor for that purpose;

-- dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees;

-- directors, trustees, officers or full time employees of OpCap
Advisors or its affiliates, their relatives or any trust, pension, profit
sharing or other benefit plan for any of them;

-- accounts advised by Oppenheimer Capital or persons who are
directors or trustees of such accounts;

-- purchases made with the proceeds of maturing principal of any
Qualified Unit Investment Liquid Trust Series;
-- any unit investment trust that has entered into an appropriate
agreement with the Distributor; or

See Appendix A for further details regarding sales charge waivers on
purchases by certain shareholders of the former Quest for Value funds.

Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions. Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:

-- shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;

-- shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates
acts as sponsor;

See Appendix A for further details regarding sales charge waivers in
certain transactions involving shareholders of the former Quest for Value
funds.

-- to return excess contributions made to Retirement Plans;

-- to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;

-- involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules
and Policies," below);

The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:

Years Since Contingent Deferred Sales Charge
Beginning of Month In Which on Redemptions in that Year
Purchase Order was Accepted (As % of Amount Subject to Charge)

0 - 1 5.0%
1 - 2 4.0%
2 - 3 3.0%
3 - 4 3.0%
4 - 5 2.0%
5 - 6 1.0%
6 and following None

In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the first regular business day of the month in which
the purchase was made.

-- Waivers of Class B Sales Charges. The Class B contingent
deferred sales charge will not apply to shares purchased in certain types
of transactions, nor will it apply to shares redeemed in certain
circumstances, as described below under "Buying Class C Shares - Waivers
of Class B and Class C Sales Charges."

To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.

Waivers for Redemptions in Certain Cases. The Class B and Class C
contingent deferred sales charges will be waived for redemptions of shares
in the following cases:

-- returns of excess contributions to Retirement Plans;

-- shares redeemed involuntarily, as described in "Shareholder
Account Rules and Policies," below; or

Waivers for Shares Sold or Issued in Certain Transactions. The
contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:

-- shares sold to the Manager or its affiliates;

-- shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; or

-- shares issued in plans or reorganization to which the Fund is a
party.

Special Investors Services

-- Exchanging Shares. With the OppenheimerFunds exchange privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another Oppenheimer funds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.

Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
Oppenheimer funds account on a regular basis:

-- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses

-- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations

-- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR/SEP IRAs

-- Pension and Profit-Sharing Plans for self-employed persons and
small business owners

-- 401(k) prototype retirement plans for businesses

Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.

How to Sell Shares

Selling Shares by Mail. Write a "letter of instructions" that includes:

-- To redeem shares through a service representative, call 1-800-852-
8457
-- To redeem shares automatically on PhoneLink, call 1-800-533-3310

How to Exchange Shares

Exchanges may be requested in writing or by telephone:

-- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."

There are certain exchange policies you should be aware of:

-- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

-- Under unusual circumstances, shares of the Fund may be redeemed
"in kind", which means that the redemption proceeds will be paid with
securities from the Fund's portfolio. Please refer to the Statement of
Additional Information for more details.

Dividends and Distributions

-- Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.

-- Reinvest Capital Gains Only. You can elect to reinvest long-term
capital gains in the Fund while receiving dividends by check or sent to
your bank account on AccountLink.

-- Receive All Distributions in Cash. You can elect to receive a
check for all dividends and long-term capital gains distributions or have
them sent to your bank on AccountLink.

-- Reinvest Your Distributions in Another Oppenheimer funds Account.
You can reinvest all distributions in another Oppenheimer funds account
you have established.

Additional Information

- -- Performance Information. From time to time the Fund may advertise
yield and total return figures, based on historical earnings. The figures
are not intended to indicate future performance. "Yield" is calculated by
dividing the net investment income for the stated period (exclusive of
gains, if any, from options and futures transactions) by the value, at
maximum offering price on the last day of the period, of the average
number of shares entitled to receive dividends during the period. The
yield formula assumes that net investment income is earned at a constant
rate and reinvested semi-annually. "Total Return" refers to the average
annual compounded rates of return over some representative period that
would equate an initial amount invested at the beginning of a stated
period to the ending redeemable value of the investment, after giving
effect to the reinvestment of all dividends and distributions and
deductions of expenses during the period. The Fund also may advertise its
total return over different periods of time by means of aggregate,
average, year by year or other types of total return figures. In addition,
reference in advertisements may be made to ratings and rankings among
similar funds by independent evaluators such as Lipper Analytical
Services, Inc. or Morningstar and the performance of the Fund may be
compared to recognized indices of market performance. Performance data
will be computed separately for each Class of shares in accordance with
formulas specified by the Securities and Exchange Commission.

<PAGE>

APPENDIX A

Sales Charges and Waivers for Certain Former
Quest Shareholders, and for Certain Shares
Purchased Prior to the Date of this Prospectus

A. Class A Sales Charge

1. Class A Reduced Sales Charge for Certain Former Quest
Shareholders.

<TABLE>
<CAPTION>
Front-End Front-End
Sales Charge Sales Charge
as Percentage as Percentage Commission as
Number of Eligible of Offering of Amount Percentage of
Employees or Members Price Invested Offering Price
<S> <C> <C> <C>
9 or less 2.50% 2.56% 2.00%
Between 10 & 49 2.00% 2.04% 1.60%
50 or more 0% See "Class A Contingent
Deferred Sales Charge,"
page 23 of the Prospectus.
</TABLE>

Purchases made under the Group Purchase provision will qualify for
the lower of the sales charge computed according to the table based on the
number of eligible employees in a plan or members of an association or the
sales charge level under the Rights of Accumulation described above.
Purchases by retirement plans covering 50 or more eligible employees or
by associations or groups with 50 or more members shall be entitled to the
sales charge waiver applicable to purchases of $1 million or more. In
addition, purchases by 401(k) plans can qualify for this sales charge
waiver if, in the opinion of OCC Distributors, the distributor of the
prior Quest funds, the initial purchase plus projected contributions to
be invested in the plan for the following 12 months will exceed
$1,000,000. Individuals who qualify for reduced sales charges as members
of associations, groups or eligible employees in plans as set forth in the
above table also may purchase shares for their individual or custodial
accounts at the same sales charge level, upon request to the Fund's
Distributor.

-- Shareholders who acquired shares of any former Quest for Value
Fund pursuant to the combination of certain Quest Funds with portfolios
of the Unified Funds.

B. Class A, Class B and Class C Contingent Deferred Sales Charge Waivers

C. Dealer Arrangements.

<PAGE>

Oppenheimer Quest Small Cap Value Fund
Two World Trade Center
New York, New York 10048-0203
1-800-525-7048

Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203

Sub-Adviser
OpCap Advisors
One World Financial Center
New York, New York 10281

Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203

Transfer Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian of Portfolio Securities
State Street Bank and Trust Company
P.O. Box 8505
Boston, Massachusetts 02266-8505

Independent Auditors
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036

PROSP/251PSP

<PAGE>

OPPENHEIMER
QUEST GROWTH & INCOME VALUE FUND

Prospectus dated November 24, 1995

Oppenheimer Quest Growth and Income Value Fund (the "Fund"), a series of
Oppenheimer Quest for Value Funds, is a mutual fund that seeks to achieve
a combination of growth of capital and investment income with growth of
capital as the primary objective, by investing in securities that are
believed by OpCap Advisors ("the Sub-Adviser") to be undervalued in the
marketplace and to offer the possibility of increased value. Ordinarily,
the Fund invests in assets in common stocks (with emphasis on dividend
paying stocks), preferred stocks, securities convertible into common
stock, and debt securities. The Fund may invest in lower-quality, high-
yielding convertible debt securities and other debt securities and
currently intends to limit its investments in these securities to up to
25% of its assets. In an uncertain investment environment, the Fund may
stress defensive investment methods. Please refer to "Investment
Restrictions and Techniques" for more information about the types of
securities in which the Fund invests, its investment methods and the risks
of investing in the Fund.

(OppenheimerFunds logo)

<PAGE>

Contents

A-1 Appendix A: Sales Charges and Waivers for Certain Former Quest
Shareholders, and for Certain Shares Purchased Prior to the Date
of this Prospectus

B-1 Appendix B: Description of Ratings

<PAGE>

A B O U T T H E F U N D

Expenses

-- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account" from
pages 21 through 44 for an explanation of how and when these charges
apply.

The numbers in the chart below are projections of the Fund's business
expenses based on the Fund's expenses in its fiscal year ended October 31,
1994. These amounts are shown as a percentage of the average net assets
of each class of the Fund's shares for that year. The "Management Fees"
and "Total Fund Operating Expenses" have been restated to reflect the
elimination, concurrently with the acquisition by the Manager described
below, of a voluntary management fee waiver. Had the voluntary fee waiver
remained in effect, the "Management Fees" would have been 0.39%, 0.49% and
0.37% for Class A, Class B and Class C shares, respectively, and "Total
Fund Operating Expenses" would have been 1.86%, 2.57% and 2.62% for Class
A, Class B and Class C shares, respectively.

The "12b-1 Distribution Plan Fees" for Class A shares are the service
plan fees (the maximum fee is 0.25% of average annual net assets of that
class), and the asset-based sales charge of 0.15% of the average annual
net assets of that class. For Class B and Class C shares, the "12b-1
Distribution Plan Fees" are the service plan fees of 0.25% of average
annual net assets of the class, and the asset-based sales charge of 0.75%
of the average annual net assets of the class. These plans are described
in greater detail in "How to Buy Shares."

Class A Class B Class C
Shares Shares Shares
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.85% 0.85% 0.85%
- -------------------------------------------------------------------------
12b-1 Distribution
Plan Fees 0.40% 1.00% 1.00%
- -------------------------------------------------------------------------
Other Expenses 1.07% 1.08% 1.25%
- -------------------------------------------------------------------------
Total Fund
Operating Expenses 2.32% 2.93% 3.10%
</TABLE>

1 year 3 years 5 years 10 years(1)
- --------------------------------------------------------------
Class A Shares $80 $126 $174 $308
Class B Shares $80 $121 $174 $298
Class C Shares $41 $96 $163 $341

If you did not redeem your investment, it would incur the following
expenses:

1 year 3 years 5 years 10 years(1)
- --------------------------------------------------------------
Class A Shares $80 $126 $174 $308
Class B Shares $30 $91 $154 $298
Class C Shares $31 $96 $163 $341

These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary.

A Brief Overview of the Fund

-- What Is the Fund's Investment Objective? The Fund's investment
objective is a combination of growth of capital and investment income with
growth of capital as the primary objective, by investing in securities
that are believed by OpCap Advisors (the "Sub-Adviser") to be undervalued
in the marketplace and to offer the possibility of increased value.

-- Who Manages the Fund? The Fund's investment adviser (the
"Manager") is Oppenheimer Management Corporation, which (including a
subsidiary) manages investment companies having over $38 billion in assets
as of September 30, 1995. The Manager is paid an advisory fee by the
Fund, based on its net assets. The Fund's Sub-Adviser is OpCap Advisors,
a subsidiary of Oppenheimer Capital, which is paid a fee by the Manager.
The Fund's portfolio manager is employed by the Sub-Adviser and is
primarily responsible for the selection of the Fund's securities. The
Fund's Board of Trustees, elected by shareholders, oversees the Manager,
the Sub-Adviser and the portfolio manager. Please refer to "Investment
Management Agreement," starting on page 19 for more information about the
Manager and its fees.

-- Will I Pay A Sales Charge to Buy Shares? The Fund has three
classes of shares. All classes have the same investment portfolio but
different expenses. Class A shares are offered with a front-end sales
charge, starting at 5.75%, and reduced for larger purchases. Purchases
of $1 million or more of Class A shares have no initial sales charge but
are subject to a contingent deferred sales charge of up to 1% if held for
less than 12, 18 or 24 months, depending upon when you purchased such
shares. Class B shares are offered without a front-end sales charge, but
if you sell your shares within six years of buying them, you will normally
pay a contingent deferred sales charge that varies depending on how long
you owned your shares. Class C shares are offered without a front-end
sales charge, but may be subject to a contingent deferred sales charge of
1% if redeemed within one year of buying them. There is also an annual
asset-based sales charge on Class A, Class B and Class C shares. Please
review "How To Buy Shares" starting on page 21 for more details, including
a discussion about factors you and your financial advisor should consider
in determining which class may be appropriate for you.

-- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer. Please refer to "How To Sell Shares" on page 36. The Fund also
offers exchange privileges with other Oppenheimer funds, described in "How
To Exchange Shares" on page 38.

Financial Highlights

<CAPTION>
Class A,
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED OCTOBER 31,
1994 $ 10.09 8.64% $ 30,576 1.86%(1,2) 3.16%(1,2) 113%
1993 11.24 9.93% 28,466 1.90%(2) 2.66%(2) 192%
NOVEMBER 4, 1991 (3)
TO OCTOBER 31, 1992 10.80 10.84% 8,057 2.23%(2,6) 2.73%(2,6) 77%
Class B,
YEAR ENDED OCTOBER 31, 1994 10.07 7.96% 2,928 2.47%(1,2) 2.53%(1,2) 113%
SEPTEMBER 2, 1993 (5)
TO OCTOBER 31, 1993 11.23 0.81% 319 2.49%(2,6) 1.83%(2,6) 192%
Class C,
YEAR ENDED OCTOBER 31, 1994 10.07 7.91% 455 2.62%(1,2) 2.39%(1,2) 113%
SEPTEMBER 2, 1993 (5)
TO OCTOBER 31, 1993 11.23 0.81% 102 2.49%(2,6) 2.18%(2,6) 192%
<FN>
(1) AVERAGE NET ASSETS FOR THE YEAR ENDED OCTOBER 31, 1994, FOR CLASSES A, B,
AND C WERE $29,112,348, $1,585,755, AND $298,294, RESPECTIVELY.
(2) DURING THE PERIODS PRESENTED ABOVE, THE ADVISER VOLUNTARILY WAIVED A PORTION
OF ITS FEE. IF SUCH WAIVER HAD NOT BEEN IN EFFECT, THE RATIOS OF NET
OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET INVESTMENT
INCOME TO AVERAGE NET ASSETS FOR CLASS A WOULD HAVE BEEN 2.32% AND 2.70%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1994, 2.18% AND 2.38%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1993 AND 2.98% AND 1.98%,
ANNUALIZED, RESPECTIVELY, FOR THE PERIOD NOVEMBER 4, 1991 (COMMENCEMENT OF
OPERATIONS) TO OCTOBER 31, 1992. THE RATIOS OF NET OPERATING EXPENSES TO
AVERAGE NET ASSETS AND THE RATIOS OF NET INVESTMENT INCOME TO AVERAGE NET
ASSETS WOULD HAVE BEEN 2.93% AND 2.07%, RESPECTIVELY, FOR CLASS B AND 3.10%
AND 1.91%, RESPECTIVELY, FOR CLASS C, FOR THE YEAR ENDED OCTOBER 31, 1994
AND 2.88% AND 1.44%, ANNUALIZED, RESPECTIVELY, FOR CLASS B AND 2.87% AND
1.80%, ANNUALIZED, RESPECTIVELY, FOR CLASS C, FOR THE PERIOD SEPTEMBER 2,
1993 (INITIAL OFFERING) TO OCTOBER 31, 1993.
(3) COMMENCEMENT OF OPERATIONS.
(4) OFFERING PRICE.
(5) INITIAL OFFERING OF CLASS B AND CLASS C SHARES.
(6) ANNUALIZED.
- ------------------------------
* ASSUMES REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS, BUT DOES NOT
REFLECT DEDUCTIONS FOR SALES CHARGES. AGGREGATE (NOT ANNUALIZED) TOTAL
RETURN IS SHOWN FOR ANY PERIOD SHORTER THAN ONE YEAR.
</TABLE>

FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
----------------------------------- ---------------------------------------
Net Distributions
Realized to
and Dividends Shareholders
Unrealized to from Net Net
Net Asset Net Gain Shareholders Realized Total Asset
Value, Investment (Loss) Total from from Net Gain Dividends Value,
Beginning Income on Investment Investment on and End of Total
of Period (Loss) Investments Operations Income Investments Distributions Period Return*
Growth and Income Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $10.09 $ 0.18 $ 0.67 $ 0.85 $(0.18) $(0.42) $(0.60) $10.34 9.11%
YEAR ENDED
OCTOBER 31,
1994 11.24 0.32 0.55 0.87 (0.32) (1.70) (2.02) 10.09 8.64%
1993 10.80 0.30 0.73 1.03 (0.26) (0.33) (0.59) 11.24 9.93%
NOVEMBER 4, 1991
(7) TO OCTOBER
31, 1992 10.00(3) 0.28 0.80 1.08 (0.28) -- (0.28) 10.80 10.84%
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 10.07 0.16 0.66 0.82 (0.16) (0.42) (0.58) 10.31 8.79%
YEAR ENDED
OCTOBER 31, 1994 11.23 0.25 0.56 0.81 (0.27) (1.70) (1.97) 10.07 7.96%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 11.21(3) 0.04 0.05 0.09 (0.07) -- (0.07) 11.23 0.81%
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 10.07 0.14 0.67 0.81 (0.14) (0.42) (0.56) 10.32 8.67%
YEAR ENDED
OCTOBER 31, 1994 11.23 0.24 0.56 0.80 (0.26) (1.70) (1.96) 10.07 7.91%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 11.21(3) 0.04 0.05 0.09 (0.07) -- (0.07) 11.23 0.81%

<CAPTION>
RATIOS
----------------------------------------------
Ratio of Net
Net Ratio of Net Investment
Assets Operating Income
End of Expenses (Loss) Portfolio
Period to Average to Average Turnover
(000's) Net Assets Net Assets Rate
Growth and Income Fund
<S> <C> <C> <C> <C>
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $ 32,969 1.92%(1,2,5) 3.78%(1,2,5) 63%
YEAR ENDED
OCTOBER 31,
1994 30,576 1.86%(2) 3.16%(2) 113%
1993 28,466 1.90%(2) 2.66%(2) 192%
NOVEMBER 4, 1991
(7) TO OCTOBER
31, 1992 8,057 2.23%(2,5) 2.73%(2,5) 77%
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 4,231 2.49%(1,2,5) 3.25%(1,2,5) 63%
YEAR ENDED
OCTOBER 31, 1994 2,928 2.47%(2) 2.53%(2) 113%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 319 2.49%(2,5) 1.83%(2,5) 192%
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 897 2.77%(1,2,5) 3.00%(1,2,5) 63%
YEAR ENDED
OCTOBER 31, 1994 455 2.62%(2) 2.39%(2) 113%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 102 2.49%(2,5) 2.18%(2,5) 192%
<FN>
(1) AVERAGE NET ASSETS FOR THE SIX MONTHS ENDED APRIL 30, 1995, FOR CLASSES A,
B, AND C WERE $30,191,320, $3,343,785, $609,761, RESPECTIVELY.
(2) DURING THE PERIODS PRESENTED ABOVE, THE ADVISER VOLUNTARILY WAIVED A
PORTION OF ITS FEES. IF SUCH WAIVER HAD NOT BEEN IN EFFECT, THE RATIOS OF
NET OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET
INVESTMENT INCOME TO AVERAGE NET ASSETS FOR CLASS A WOULD HAVE BEEN 2.17%
AND 3.53%, ANNUALIZED, RESPECTIVELY, FOR THE SIX MONTHS ENDED APRIL 30,
1995, 2.32% AND 2.70%, RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1994
AND 2.18% AND 2.38%, RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1993 AND
2.98% AND 1.98%, ANNUALIZED, RESPECTIVELY, FOR THE PERIOD NOVEMBER 4, 1991
(COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1992. THE RATIOS OF NET
OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET INVESTMENT
INCOME TO AVERAGE NET ASSETS WOULD HAVE BEEN 2.73% AND 3.01%, ANNUALIZED,
RESPECTIVELY, FOR CLASS B AND 3.00% AND 2.77%, ANNUALIZED, RESPECTIVELY,
FOR CLASS C, FOR THE SIX MONTHS ENDED APRIL 30, 1995, 2.93% AND 2.07%,
RESPECTIVELY, FOR CLASS B AND 3.10% AND 1.91%, RESPECTIVELY, FOR CLASS C,
FOR THE YEAR ENDED OCTOBER 31, 1994 AND 2.88% AND 1.44%, ANNUALIZED,
RESPECTIVELY, FOR CLASS B AND 2.87% AND 1.80%, ANNUALIZED, RESPECTIVELY,
FOR CLASS C, FOR THE PERIOD SEPTEMBER 2, 1993 (INITIAL OFFERING) TO OCTOBER
31, 1993.
- ------------------------------
(3) OFFERING PRICE.
(4) INITIAL OFFERING OF CLASS B AND CLASS C SHARES.
(5) ANNUALIZED.
(6) UNAUDITED.
(7) COMMENCEMENT OF OPERATIONS.
* ASSUMES REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS, BUT DOES NOT
REFLECT DEDUCTIONS FOR SALES CHARGES. AGGREGATE (NOT ANNUALIZED) TOTAL
RETURN IS SHOWN FOR ANY PERIOD SHORTER THAN ONE YEAR.
</TABLE>

<PAGE>

Investment Objective and Policies of the Fund

The Fund seeks to achieve a combination of growth of capital and
investment income with growth of capital as the primary objective, by
investing in securities that are believed by the Sub-Adviser to be
undervalued in the marketplace and to offer the possibility of increased
value. The Fund invests in marketable securities traded on national
securities exchanges and in the over-the-counter market. Ordinarily, the
Fund invests its assets in common stocks (with emphasis on dividend paying
stocks), preferred stocks, securities convertible into common stock, and
debt securities. The Fund may invest in lower-quality, high-yielding
convertible debt securities and other debt securities and currently
intends to limit its investments in these securities to up to 25% of its
assets. See "." By focusing its purchases of equity securities on those
issued by mature companies which it believes to be under-valued, the Fund
seeks to achieve both its objectives of obtaining capital appreciation as
well as income from dividends. The Fund's purchases of convertible
securities similarly affords it the potential of capital growth through
the conversion option and greater investment income prior to conversion.
The Fund's purchases of debt securities furthers the objective of
investment income and offers potential for capital appreciation in an
economic environment of declining interest rates or as a result of
improved issuer credit quality. It is anticipated that the Fund, as a
result of its investment approach, will be less volatile than the market
in general. The Fund is managed by Colin Glinsman, Senior Vice President
of Oppenheimer Capital. Mr. Glinsman has been portfolio manager of this
Fund since 1992. Since 1991, Mr. Glinsman has assisted with the management
of the Quest for Value Dual Purpose Fund, Inc., a closed-end fund managed
by OpCap Advisors, and has been a securities analyst with Oppenheimer
Capital since 1989. He was previously an investment banker with Prudential
Securities and Morgan Grenfell, and qualified as a certified public
accountant while with Coopers & Lybrand.

Except as indicated, the investment objective and policies described
above are fundamental and may not be changed without a vote of the
shareholders. It is anticipated that the Fund will have an annual turnover
rate (excluding turnover of securities having a maturity of one year or
less) of 100% or less. For the year ended October 31, 1994, the Fund's
annual turnover rate was 113%, which was higher than anticipated, as a
result of asset allocation shifts made in reaction to interest rate
changes, and the overall market outlook. To the extent that higher
portfolio turnover increases capital gains, more taxes will be payable.

Risk Factors

The value of the Fund's shares will fluctuate and on redemption the
value of your shares may be more or less than your investment.

Credit risk relates to the ability of the issuer to make periodic
interest payments and ultimately repay principal at maturity. Bonds rated
Baa3 by Moody's Investors Services, Inc. ("Moody's") or BBB- by Standard
& Poor's Corporation ("S&P") which the Fund may acquire are described by
those rating agencies as having speculative elements. If a debt security
is rated below investment grade by one rating agency and as investment
grade by a different rating agency, the Sub-Adviser will make a
determination as to the debt security's investment grade quality. The
Fund may invest up to 25% of the value of its net assets in convertible
debt and other debt securities rated not lower than Caa by Moody's or CCC
by S&P, Fitch Investors Service, Inc. ("Fitch") or Duff & Phelps, Inc.
("Duff") or, if unrated, deemed to be of comparable quality by the Sub-
Adviser. Securities rated Ba by Moody's are judged to have speculative
elements; their future cannot be considered as well assured and often the
protection of interest and principal payments may be very moderate.
Securities rated BB by S&P, Fitch or Duff are regarded as having
predominantly speculative characteristics and, while such obligations have
less near-term vulnerability to default than other speculative grade debt,
they face major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate capacity
to meet timely interest and principal payment. Securities rated Caa by
Moody's or CCC by S&P, Fitch and Duff are considered to have predominantly
speculative characteristics with respect to capacity to pay interest and
repay principal and to be of poor standing. Securities rated Ca by Moody's
are speculative to a high degree; such issues are often in default or have
other marked shortcomings. A security rated C by Moody's has extremely
poor prospects of ever attaining any real investment standing. Securities
rated CI by S&P are income bonds on which no interest is being paid, and
securities rated D by S&P are in payment default. Debt obligations of
issuers outside the United States and its territories are rated on
substantially the same basis as domestic corporate and municipal issues.
The ratings measure the creditworthiness of the issuer but do not take
into account potential actions by the government controlling the currency
of denomination which might have a negative effect on exchange rates. The
Fund does not intend to hold such lower-rated securities unless the
opportunities for capital appreciation and income, combined, remain
attractive. See the Appendix in this Prospectus for a more complete
general description of Moody's, S&P, Fitch and Duff ratings.

The ratings of Moody's, S&P, Fitch and Duff represent their opinions
as to the quality of the obligations which they undertake to rate. It
should be emphasized, however, that ratings are relative and subjective
and although ratings may be useful in evaluating the safety of interest
and principal payments, they do not evaluate the market risk of these
securities. Therefore, although these ratings may be an initial criterion
for selection of such investments, the Sub-Adviser also will evaluate
these securities and the ability of the issuers of such securities to pay
interest and principal. The Fund's ability to achieve its investment
objectives may be more dependent on the Sub-Adviser's credit analysis than
might be the case for a fund that invested in higher rated securities.
Once the rating of a security has been changed, the Fund will consider all
circumstances deemed relevant in determining whether to continue to hold
the security.

The market price and yield of securities rated Ba or lower by Moody's
and BB or lower by S&P, Fitch or Duff are more volatile than those of
higher rated securities. Factors adversely affecting the market price and
yield of these securities will adversely affect the Fund's net asset
value. In addition, the retail secondary market for these securities may
be less liquid than that of higher rated securities; adverse market
conditions could make it difficult at times for the Fund to sell certain
securities. The market values of certain lower rated debt securities tend
to reflect individual corporate developments to a greater extent than do
higher rated securities, which react primarily to fluctuations in the
general level of interest rates, and tend to be more sensitive to economic
conditions than higher rated securities. Companies that issue such
securities are often highly leveraged and may not have available to them
more traditional methods of financing. Consequently, the risk associated
with acquiring the securities of such issuers is greater than with higher
rated securities. The Fund is not obliged to dispose of securities due to
changes by the rating agencies. Although there is no minimum rating for
the Fund's investments, the Fund does not intend to invest in bonds which
are in default. To the extent the Fund invests in mortgage-backed
securities, it will be subject to prepayment risks. Prepayments of
mortgage principal reduce the stream of future payments and generate cash
which must be reinvested. Prepayments tend to increase following declines
in interest rates, resulting in reinvestment in a lower interest rate
environment.

The nature and degree of market and financial risk affecting an
investment in the Fund will depend on the relative amounts of the Fund's
assets committed to equity, longer-term debt or money market securities
at any particular time.

- -- Additional Risks of Foreign Securities. The Fund may purchase foreign
securities that are listed on a domestic or foreign securities exchange,
traded in domestic or foreign over-the counter markets or represented by
American Depository Receipts. There is no limit to the amount of such
foreign securities the Fund may acquire. Certain factors and risks are
presented by investment in foreign securities which are in addition to the
usual risks inherent in domestic securities. Foreign companies are not
necessarily subject to uniform accounting, auditing and financial
reporting standards or other regulatory requirements comparable to those
applicable to U.S. companies. Thus, there may be less available
information concerning non-U.S. issuers of securities held by the Fund
than is available concerning U.S. companies. In addition, with respect to
some foreign countries, there is the possibility of nationalization,
expropriation or confiscatory taxation; income earned in the foreign
nation being subject to taxation, including withholding taxes on interest
and dividends (see "Shareholder Account Rules and Policies") or other
taxes imposed with respect to investments in the foreign nation;
limitations on the removal of securities, property or other assets of a
fund; difficulties in pursuing legal remedies and obtaining judgments in
foreign courts, or political or social instability or diplomatic
developments which could affect U.S. investments in those countries. For
a description of the risks of possible losses through holding of
securities in foreign custodian banks and depositories, see " and Special
Considerations" in the Statement of Additional Information.

- -- Options and Futures. Different uses of futures and options have
different risk and return characteristics. Generally, selling futures
contracts, purchasing put options and writing call options are strategies
designed to protect against falling security prices and can limit
potential gains if prices rise. Purchasing futures contracts, purchasing
call options and writing put options are strategies whose returns tend to
rise and fall together with securities prices and can cause losses if
prices fall. If securities prices remain unchanged over time, option
writing strategies tend to be profitable while option buying strategies
tend to be unprofitable. The Fund intends to engage only in futures
contracts, options on futures contracts or options on stock indexes for
bona fide hedging or other non-speculative purposes. The Fund will not
enter into any leveraged futures transactions.

- -- Repurchase Agreements. The Fund may acquire securities subject to
repurchase agreements. Repurchase agreements involve certain risks.

For a further description of options and futures, repurchase
agreements and other investment techniques used by the Fund, see
"Investment Restrictions and Techniques," below.

Investment Restrictions and Techniques

The Fund is subject to certain investment restrictions which are
fundamental policies changeable only by shareholder vote. The
restrictions in a and b below do not apply to U.S. government securities.
The Fund may not : (a) With respect to 75% of its total assets, purchase
more than 10% of the voting securities of any one issuer; (b) Concentrate
its investments in any particular industry, but if deemed appropriate for
attaining its investment objective, the Fund may invest up to 25% of its
total assets (valued at the time of investment) in any one industry
classification used by the Fund for investment purposes (for this purpose,
a foreign government is considered an industry). Concentration of
investment in securities of one issuer may tend to increase the Fund's
financial risk (See "," p. 11); (c) Borrow money in excess of 33 1/3% of
the value of the Fund's total assets; the Fund may borrow only from banks
and only as a temporary measure for extraordinary or emergency purposes
and will make no additional investments while such borrowings exceed 5%
of the total assets; (d) Invest more than 10% of the Fund's total assets
in illiquid securities, including securities for which there is no readily
available market, repurchase agreements which have a maturity of longer
than seven days, securities subject to legal or contractual restrictions
and certain over-the-counter options (it is the opinion of the Wisconsin
Securities Commission that investments in restricted securities in excess
of 5% of the Fund's total assets may be considered a speculative activity
and therefore involve greater risk and increase the Fund's expenses; to
comply with Wisconsin's securities laws, the Fund has agreed to limit
investments in restricted securities to 5% of its total assets, although
the restriction is not a fundamental policy of the Fund); and (e) Invest
more than 5% of the Fund's total assets in securities of issuers having
a record, together with predecessors, of less than three years of
continuous operation. (This restriction is not a fundamental policy of
the Fund, but was adopted to comply with a state's securities laws.)

Notwithstanding investment restriction (d) above, the Fund may
purchase securities which are not registered under the Securities Act of
1933 ("1933 Act") but which can be sold to "qualified institutional
buyers" in accordance with Rule 144A under the 1933 Act. Any such security
will not be considered illiquid so long as it is determined by the Board
of Trustees or OpCap Advisors, acting under guidelines approved and
monitored by the Board, which has the ultimate responsibility for any
determination regarding liquidity, that an adequate trading market exists
for that security. This investment practice could have the effect of
increasing the level of illiquidity in the Fund during any period that
qualified institutional buyers become uninterested in purchasing these
restricted securities. The ability to sell to qualified institutional
buyers under Rule 144A is a relatively recent development and it is not
possible to predict how this market will develop. The Board will carefully
monitor any investments by the Fund in these securities. Other investment
restrictions are described in the Statement of Additional Information.

The investment techniques or instruments described below are used for
investment programs of the Fund.

- -- Mortgage-Backed Securities. The Fund may invest in a type of
mortgage-backed security known as modified pass-through certificates. Each
certificate evidences an interest in a specific pool of mortgages that
have been grouped together for sale and provides investors with payments
of interest and principal. The issuer of modified pass-through
certificates guarantees the payment of the principal and interest whether
or not the issuer has collected such amounts on the underlying mortgage.

The average life of these securities varies with the maturities of
the underlying mortgage instruments (generally up to 30 years) and with
the extent of prepayments or the mortgages themselves. Any such
prepayments are passed through to the certificate holder, reducing the
stream of future payments. Prepayments tend to rise in periods of falling
interest rates, decreasing the average life of the certificate and
generating cash which must be invested in a lower interest rate
environment. This could also limit the appreciation potential of the
certificates when compared to similar debt obligations which may not be
paid down at will, and could cause losses on certificates purchased at a
premium or gains on certificates purchased at a discount. Government
National Mortgage Association ("Ginnie Mae") certificates represent pools
of mortgages insured by the Federal Housing Administration or the Farmers
Home Administration or guaranteed by the Veteran's Administration. The
guarantee of payments under these certificates is backed by the full faith
and credit of the United States. Federal National Mortgage Association
("Fannie Mae") is a government-sponsored corporation owned entirely by
private stockholders. The guarantee of payments under these instruments
is that of Fannie Mae only. They are not backed by the full faith and
credit of the United States but the U.S. Treasury may extend credit to
Fannie Mae through discretionary purchases of its securities. The U.S.
Government has no obligation to assume the liabilities of Fannie Mae.
Federal Home Loan Mortgage Corp. ("Freddie Mac") is a corporate
instrumentality of the United States government whose stock is owned by
the Federal Home Loan Banks. Certificates issued by Freddie Mac represent
interest in mortgages from its portfolio. Freddie Mac guarantees payments
under its certificates but this guarantee is not backed by the full faith
and credit of the United States and Freddie Mac does not have authority
to borrow from the U.S. Treasury.

The coupon rate of these instruments is lower than the interest rate
on the underlying mortgages by the amount of fees paid to the issuing
agencies, usually approximately 1/2 of 1%. It is not anticipated that the
Fund's investments will have any particular maturity. Mortgage-backed
securities, due to the scheduled periodic repayment of principal, and the
possibility of accelerated repayment of underlying mortgage obligations,
fluctuate in value in a different manner than other, non-redeemable debt
securities. The Fund also may invest in "collateralized mortgage
obligations" ("CMO's") which are debt obligations secured by
mortgage-backed securities where the investor looks only to the issuer of
the security for payment of principal and interest.

- -- Options and Futures. The Fund may buy and sell options on stock
indexes, futures contracts and options on futures to hedge its investments
against changes in value or as a temporary substitute for purchases or
sales of actual securities. When the Fund anticipates a significant market
or market sector advance, the purchase of a futures contract affords a
hedge against not participating in the advance at a time when the Fund is
not fully invested ("anticipatory hedge"). Such a purchase of a futures
contract would serve as a temporary substitute for the purchase of
individual securities, which may be purchased in an orderly fashion once
the market has stabilized. As individual securities are purchased, an
equivalent amount of futures contracts could be terminated by offsetting
sales. The Fund may sell futures contracts in anticipation of or in a
general market or market sector decline or increase in interest rates that
may adversely affect the market value of the Fund's securities ("defensive
hedge"). To the extent that the Fund's portfolio of securities changes in
value in correlation with the underlying security or index, the sale of
futures contracts would substantially reduce the risk to the Fund of a
market decline and by so doing, provide an alternative to the liquidation
of securities positions in the Fund with attendant transaction costs. All
options purchased or sold by the Fund will be traded on a U.S. or foreign
commodities exchange or will result from separate, privately negotiated
transactions with a primary government securities dealer recognized by the
Board of Governors of the Federal Reserve System or with other
broker-dealers approved by the Fund's Board. Options on securities,
futures contracts and options on futures contracts that are traded on
foreign exchanges are subject to the risk of governmental action affecting
trading in or the prices of foreign currencies or securities. The value
of such positions also could be adversely affected by (i) other complex
foreign political and economic factors, (ii) lesser availability than in
the United States of data on which to make trading decisions, (iii) delays
in the Fund's ability to act upon economic events occurring in foreign
markets during nonbusiness hours in the United States, (iv) the imposition
of different exercise and settlement terms and procedures and margin
requirements than in the United States, (v) lesser trading volume and
(vi) in certain circumstances, currency fluctuations.

- -- Rights and Warrants. The Fund may invest up to 5% of its total assets
in rights or warrants which entitle the holder to buy equity securities
at a specific price for a specific period of time. The 5% limitation is
not a fundamental policy.

Investment Management Agreement

For its services under the Investment Advisory Agreement, the Fund
pays the Manager an annual fee based on the Fund's daily net assets at the
rate of 0.85% of net assets. The Fund also reimburses the Manager for
bookkeeping and accounting services performed on behalf of the Fund.

A B O U T Y O U R A C C O U N T

How to Buy Shares

-- Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.

$25,000 or more but
less than $50,000 5.50% 5.82% 4.75%

$50,000 or more but
less than $100,000 4.75% 4.99% 4.00%

$100,000 or more but
less than $250,000 3.75% 3.90% 3.00%

$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%

$500,000 or more but
less than $1 million 2.00% 2.04% 1.60%
</TABLE>

The Distributor reserves the right to reallow the entire commission to
dealers. If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.

-- Class A Contingent Deferred Sales Charge. There is no initial
sales charge on purchases of Class A shares of any one or more of the
OppenheimerFunds in the following cases:

-- Purchases aggregating $1 million or more, or

Reduced Sales Charges for Class A Share Purchases. You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:

Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers. Class A shares purchased by the following investors are not
subject to any Class A sales charges:

-- the Manager or its affiliates;

-- registered management investment companies, or separate accounts
of insurance companies having an agreement with the Manager or the
Distributor for that purpose;

-- dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees;

-- directors, trustees, officers or full time employees of OpCap
Advisors or its affiliates, their relatives or any trust, pension, profit
sharing or other benefit plan for any of them;

-- accounts advised by Oppenheimer Capital or persons who are
directors or trustees of such accounts;

-- purchases made with the proceeds of maturing principal of any
Qualified Unit Investment Liquid Trust Series;

-- any unit investment trust that has entered into an appropriate
agreement with the Distributor; or

-- purchases by a Quest-sponsored TRAC-2000 401(k) plan that
originally purchased Class B or Class C shares and which shares were
exchanged for Class A shares at net asset value due to the termination of
the Class B and Class C shares TRAC-2000 program (any such TRAC-2000
shareholders on the date of this Prospectus will be assessed an
administrative fee equal to 1% of their account value on the date of this
Prospectus).

See Appendix A for further details regarding sales charge waivers on
purchases by certain shareholders of the former Quest for Value funds.

Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions. Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:

-- shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;

-- shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates
acts as sponsor;

See Appendix A for further details regarding sales charge waivers in
certain transactions involving shareholders of the former Quest for Value
funds.

-- to return excess contributions made to Retirement Plans;

-- to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;

-- involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules
and Policies," below);

-- Distribution and Service Plan for Class A Shares. The Fund has
adopted a Distribution and Service Plan for Class A shares to reimburse
the Distributor for a portion of its costs incurred in connection with the
personal service and maintenance of shareholder accounts that hold Class
A shares. Under the Plan, the Fund pays an annual asset-based sales
charge to the Distributor of 0.15% of the average annual net assets of the
class. The Fund also pays a service fee to the Distributor of 0.25% of
the average annual net assets of the class. The Distributor uses all of
the service fee and a portion of the asset-based sales charge (equal to
0.10% annually) to compensate dealers, brokers, banks and other financial
institutions quarterly for providing personal service and maintenance of
accounts of their customers that hold Class A shares. The Distributor
retains the balance of the asset-based sales charge to reimburse itself
for its other expenditures under the Plan.

The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:

Years Since Contingent Deferred Sales Charge
Beginning of Month In Which on Redemptions in that Year
Purchase Order was Accepted (As % of Amount Subject to Charge)

0 - 1 5.0%
1 - 2 4.0%
2 - 3 3.0%
3 - 4 3.0%
4 - 5 2.0%
5 - 6 1.0%
6 and following None

In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the first regular business day of the month in which
the purchase was made.

-- Waivers of Class B Sales Charges. The Class B contingent
deferred sales charge will not apply to shares purchased in certain types
of transactions, nor will it apply to shares redeemed in certain
circumstances, as described below under "Buying Class C Shares--Waivers
of Class B and Class C Sales Charges."

To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.

Waivers for Redemptions in Certain Cases. The Class B and Class C
contingent deferred sales charges will be waived for redemptions of shares
in the following cases:

-- returns of excess contributions to Retirement Plans;

-- shares redeemed involuntarily, as described in "Shareholder
Account Rules and Policies," below; or

Waivers for Shares Sold or Issued in Certain Transactions. The
contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:

-- shares sold to the Manager or its affiliates;

-- shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; or

-- shares issued in plans or reorganization to which the Fund is a
party.

Special Investors Services

-- Exchanging Shares. With the OppenheimerFunds exchange privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another Oppenheimer funds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.

Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
Oppenheimer funds account on a regular basis:

-- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses

-- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations

-- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR/SEP IRAs

-- Pension and Profit-Sharing Plans for self-employed persons and
small business owners

-- 401(k) prototype retirement plans for businesses

Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.

How to Sell Shares

Selling Shares by Mail. Write a "letter of instructions" that includes:

-- To redeem shares through a service representative, call 1-800-852-
8457
-- To redeem shares automatically on PhoneLink, call 1-800-533-3310

How to Exchange Shares

Exchanges may be requested in writing or by telephone:

-- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."

There are certain exchange policies you should be aware of:

-- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

Dividends and Distributors

Dividends from net investment income are declared and paid quarterly for
the Fund. The Fund may at times make payments from sources other than
income or net capital gains. Payments from such sources would, in effect,
represent a return of each shareholder's investment. All or a portion of
such payments would not be taxable to shareholders.

Distributions from net long-term capital gains, if any, for the Fund
normally are declared and paid annually, subsequent to the end of its
fiscal year, which is October 31st. Distributions from net short-term
capital gains, if any, will be made annually. Short-term capital gains
include the gains from the disposition of securities held less than one
year, a portion of the premiums from expired put and call options written
by the Fund and net gains from closing transactions with respect to such
options. If required by tax laws to avoid excise or other taxes,
dividends and/or capital gains distributions may be made more frequently.

-- Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.

-- Reinvest Capital Gains Only. You can elect to reinvest long-term
capital gains in the Fund while receiving dividends by check or sent to
your bank account on AccountLink.

-- Receive All Distributions in Cash. You can elect to receive a
check for all dividends and long-term capital gains distributions or have
them sent to your bank on AccountLink.

-- Reinvest Your Distributions in Another Oppenheimer funds Account.
You can reinvest all distributions in another Oppenheimer funds account
you have established.

Additional Information

-- Organization of the Fund. The Fund is one of four portfolios of
Oppenheimer Quest for Value Funds (the "Trust"), an open-end management
investment company organized as a Massachusetts business trust on
April 17, 1987. The Trust may establish additional portfolios which may
have different investment objectives from those stated in this prospectus.

- -- Performance Information. From time to time the Fund may advertise
yield and total return figures, based on historical earnings. The figures
are not intended to indicate future performance. "Yield" is calculated by
dividing the net investment income for the stated period (exclusive of
gains, if any, from options and futures transactions) by the value, at
maximum offering price on the last day of the period, of the average
number of shares entitled to receive dividends during the period. The
yield formula assumes that net investment income is earned at a constant
rate and reinvested semi-annually. "Total Return" refers to the average
annual compounded rates of return over some representative period that
would equate an initial amount invested at the beginning of a stated
period to the ending redeemable value of the investment, after giving
effect to the reinvestment of all dividends and distributions and
deductions of expenses during the period. The Fund also may advertise its
total return over different periods of time by means of aggregate,
average, year by year or other types of total return figures. In addition,
reference in advertisements may be made to ratings and rankings among
similar funds by independent evaluators such as Lipper Analytical
Services, Inc. or Morningstar and the performance of the Fund may be
compared to recognized indices of market performance. Performance data
will be computed separately for each Class of shares in accordance with
formulas specified by the Securities and Exchange Commission.

<PAGE>

APPENDIX A

Sales Charges and Waivers for Certain Former
Quest Shareholders, and for Certain Shares
Purchased Prior to the Date of this Prospectus

A. Class A Sales Charge

1. Class A Reduced Sales Charge for Certain Former Quest
Shareholders.

Purchases made under the Group Purchase provision will qualify for
the lower of the sales charge computed according to the table based on the
number of eligible employees in a plan or members of an association or the
sales charge level under the Rights of Accumulation described above.
Purchases by retirement plans covering 50 or more eligible employees or
by associations or groups with 50 or more members shall be entitled to the
sales charge waiver applicable to purchases of $1 million or more. In
addition, purchases by 401(k) plans can qualify for this sales charge
waiver if, in the opinion of OCC Distributors, the distributor of the
prior Quest funds, the initial purchase plus projected contributions to
be invested in the plan for the following 12 months will exceed
$1,000,000. Individuals who qualify for reduced sales charges as members
of associations, groups or eligible employees in plans as set forth in the
above table also may purchase shares for their individual or custodial
accounts at the same sales charge level, upon request to the Fund's
Distributor.

-- Shareholders who acquired shares of any former Quest for Value
Fund pursuant to the combination of certain Quest Funds with portfolios
of the Unified Funds.

B. Class A, Class B and Class C Contingent Deferred Sales Charge Waivers

C. Dealer Arrangements.

<PAGE>

Appendix B

Description of Ratings

Bond Ratings

- -- Moody's Investors Service, Inc.

Aaa: Bonds which are rated "Aaa" are judged to be the best quality and to
carry the smallest degree of investment risk. Interest payments are
protected by a large or by an exceptionally stable margin and principal
is secure. While the various protective elements are likely to change,
the changes that can be expected are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the "Aaa" group, they comprise what are generally
known as "high-grade" bonds. They are rated lower than the best bonds
because margins of protection may not be as large as with "Aaa" securities
or fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than those of "Aaa" securities.

A: Bonds which are rated "A" possess many favorable investment attributes
and are to be considered as upper-medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa: Bonds which are rated "Baa" are considered medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and have speculative characteristics as well.

Ba: Bonds which are rated "Ba" are judged to have speculative elements;
their future cannot be considered well-assured. Often the protection of
interest and principal payments may be very moderate and not well
safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.

B: Bonds which are rated "B" generally lack characteristics of desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated "Caa" are of poor standing and may be in
default or there may be present elements of danger with respect to
principal or interest.

Ca: Bonds which are rated "Ca" represent obligations which are speculative
in a high degree and are often in default or have other marked
shortcomings.

C: Bonds which are rated "C" can be regarded as having extremely poor
prospects of ever retaining any real investment standing.

- -- Standard & Poor's Corporation

AAA: "AAA" is the highest rating assigned to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.

AA: Bonds rated "AA" also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority
of instances they differ from "AAA" issues only in small degree.

A: Bonds rated "A" have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to adverse effects of change
in circumstances and economic conditions.

BBB: Bonds rated "BBB" are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for
bonds in this category than for bonds in the "A" category.

BB, B, CCC, CC: Bonds rated "BB," "B," "CCC" and "CC" are regarded, on
balance, as predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with the terms
of the obligation. "BB" indicates the lowest degree of speculation and
"CC" the highest degree. While such bonds will likely have some quality
and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

C, D: Bonds on which no interest is being paid are rated "C." Bonds rated
"D" are in default and payment of interest and/or repayment of principal
is in arrears.

- -- Fitch Investors Service, Inc.

AAA Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.

AA Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated "AAA." Because
bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+."

A Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.

BBB Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than for
bonds with higher ratings.

BB Bonds are considered speculative. The obligor's ability to pay
interest and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified
which could assist the obligor in satisfying its debt service
requirements.

B Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligor's limited
margin of safety and the need for reasonable business and economic
activity through the life of the issue.

CCC Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations requires
an advantageous business and economic environment.

CC Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C Bonds are in imminent default in payment of interest or principal.

DDD, DD, and D Bonds are in default on interest and/or principal payments.
Such bonds are extremely speculative and should be valued on the basis of
their ultimate recovery value in liquidation or reorganization of the
obligor. "DDD" represents the highest potential for recovery of these
bonds, and "D" represents the lowest potential for recovery.

Plus (+) Minus (-) Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category.
Plus and minus signs, however, are not used in the "DDD," "DD," or "D"
categories.

Short-Term Debt Ratings.

- -- Moody's Investors Service, Inc. The following rating designations for
commercial paper (defined by Moody's as promissory obligations not having
original maturity in excess of nine months), are judged by Moody's to be
investment grade, and indicate the relative repayment capacity of rated
issuers:

Prime-1: Superior capacity for repayment. Capacity will normally be
evidenced by the following characteristics: (a) leveling market positions
in well-established industries; (b) high rates of return on funds
employed; (c) conservative capitalization structures with moderate
reliance on debt and ample asset protection; (d) broad margins in earning
coverage of fixed financial charges and high internal cash generation; and
(e) well established access to a range of financial markets and assured
sources of alternate liquidity.

Prime-2: Strong capacity for repayment. This will normally be evidenced
by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may
be more affected by external conditions. Ample alternate liquidity is
maintained.
Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which
have demand features may also be designated as "VMIG". These rating
categories are as follows:

MIG1/VMIG1: Best quality. There is present strong protection by
established cash flows, superior liquidity support or demonstrated
broadbased access to the market for refinancing.

MIG2/VMIG2: High quality. Margins of protection are ample although not
so large as in the preceding group.

- -- Standard & Poor's Corporation ("S&P"): The following ratings by S&P
for commercial paper (defined by S&P as debt having an original maturity
of no more than 365 days) assess the likelihood of payment:

A-1: Strong capacity for timely payment. Those issues determined to
possess extremely strong safety characteristics are denoted with a plus
sign (+) designation.

A-2: Satisfactory capacity for timely payment. However, the relative
degree of safety is not as high as for issues designated "A-1".

S&P's ratings for Municipal Notes due in three years or less are:

SP-1: Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety characteristics
will be given a plus (+) designation.

SP-2: Satisfactory capacity to pay principal and interest.

S&P assigns "dual ratings" to all municipal debt issues that have a demand
or double feature as part of their provisions. The first rating addresses
the likelihood of repayment of principal and interest as due, and the
second rating addresses only the demand feature. With short-term demand
debt, S&P's note rating symbols are used with the commercial paper symbols
(for example, "SP-1+/A-1+").

- -- Fitch Investors Service, Inc. Fitch assigns the following short-term
ratings to debt obligations that are payable on demand or have original
maturities of generally up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal and investment
notes:

F-1+: Exceptionally strong credit quality; the strongest degree of
assurance for timely payment.

F-1: Very strong credit quality; assurance of timely payment is only
slightly less in degree than issues rated "F-1+".

F-2: Good credit quality; satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues assigned
"F-1+" or "F-1" ratings.

- -- Duff & Phelps, Inc. The following ratings are for commercial paper
(defined by Duff & Phelps as obligations with maturities, when issued, of
under one year), asset-backed commercial paper, and certificates of
deposit (the ratings cover all obligations of the institution with
maturities, when issued, of under one year, including bankers' acceptance
and letters of credit):

Duff 1+: Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative sources
of funds, is outstanding, and safety is just below risk-free U.S. Treasury
short-term obligations.

Duff 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk
factors are minor.

Duff 1-: High certainty of timely payment. Liquidity factors are strong
and supported by good fundamental protection factors. Risk factors are
very small.

Duff 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors
are small.

<PAGE>

Oppenheimer Quest Growth & Income Value Fund
Two World Trade Center
New York, New York 10048-0203
1-800-525-7048

Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203

Sub-Advisor
OpCap Advisors
One World Financial Center
New York, New York 10281

Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203

Transfer Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian of Portfolio Securities
State Street Bank and Trust Company
P.O. Box 8505
Boston, Massachusetts 02266-8505

Independent Auditors
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036

PROSP/257PSP

<PAGE>

OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
OPPENHEIMER QUEST SMALL CAP VALUE FUND
OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND

Two World Trade Center, New York, New York 10048
1-800-525-7048

Statement of Additional Information dated November 24, 1995

This Statement of Additional Information (the "Additional Statement") is
not a Prospectus. Investors should understand that this Additional
Statement should be read in conjunction with the Prospectus dated November
24, 1995 (the "Prospectus"), of either Oppenheimer Quest Opportunity Value
Fund, Oppenheimer Quest Small Cap Value Fund or Oppenheimer Quest Growth
& Income Fund, as appropriate (collectively, the "Funds") which may be
obtained by written request to Oppenheimer Shareholder Services ("OSS"),
P.O. Box 5270, Denver, Colorado 80217 or by calling SSI at (800) 525-7048.

<TABLE>
<CAPTION>
Contents
Page
<S> <C>
INVESTMENT OF THE TRUST'S ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
MAJOR SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
INVESTMENT MANAGEMENT AND OTHER SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
DETERMINATION OF NET ASSET VALUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
PORTFOLIO INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
DISTRIBUTION AND SERVICE PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
APPENDIX A - RATINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1
FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-1
</TABLE>

<PAGE>

INVESTMENT OF THE TRUST'S ASSETS

The investment objective and policies of each Fund are described in
the Prospectus. A further description of each Fund's investments and
investment methods appears below.

Collateralized Mortgage Obligations. In addition to securities
issued by Ginnie Mae, Fannie Mae and Freddie Mac, another type of
mortgage-backed security is the "collateralized mortgage obligation",
which is secured by groups of individual mortgages but is similar to a
conventional bond where the investor looks only to the issuer for payment
of principal and interest. Although the obligations are recourse
obligations to the issuer, the issuer typically has no significant assets,
other than assets pledged as collateral for the obligations, and the
market value of the collateral, which is sensitive to interest rate
movements, may affect the market value of the obligations. A public
market for a particular collateralized mortgage obligation may or may not
develop and thus, there can be no guarantee of liquidity of an investment
in such obligations. Investments will only be made in collateralized
mortgage obligations which are of high quality, as determined by the Board
of Trustees.

Information on Time Deposits and Variable Rate Notes. The Funds may
invest in fixed time deposits, whether or not subject to withdrawal
penalties; however, investment in such deposits which are subject to
withdrawal penalties, other than overnight deposits, are subject to the
10% limit on illiquid investments set forth in the Prospectus for each
Fund.

The commercial paper obligations which the Funds may buy are
unsecured and may include variable rate notes. The nature and terms of
a variable rate note (i.e., a "Master Note") permit a Fund to invest
fluctuating amounts at varying rates of interest pursuant to a direct
arrangement between a Fund as lender, and the issuer, as borrower. It
permits daily changes in the amounts borrowed. The Fund has the right at
any time to increase, up to the full amount stated in the note agreement,
or to decrease the amount outstanding under the note. The issuer may
prepay at any time and without penalty any part of or the full amount of
the note. The note may or may not be backed by one or more bank letters
of credit. Because these notes are direct lending arrangements between
the Fund and the issuer, it is not generally contemplated that they will
be traded; moreover, there is currently no secondary market for them.
Except as specifically provided in the Prospectus for each Fund, there is
no limitation on the type of issuer from whom these notes will be
purchased; however, in connection with such purchase and on an ongoing
basis, OpCap Advisors (the "Subadvisor") will consider the earning power,
cash flow and other liquidity ratios of the issuer, and its ability to pay
principal and interest on demand, including a situation in which all
holders of such notes made demand simultaneously. A Fund will not invest
more than 5% of its total assets in variable rate notes. Variable rate
notes are subject to the Funds' investment restriction on illiquid
securities unless such notes can be put back to the issuer on demand
within seven days.

Foreign Securities. Although the Opportunity, Small Capitalization
and Growth and Income Funds may purchase securities issued by companies
in any country, developed or underdeveloped, such Funds do not presently
intend to purchase securities issued by companies in underdeveloped
countries.

Convertible Securities. As specified in the Prospectus, certain of
the Funds may invest in fixed-income securities which are convertible into
common stock. Convertible securities rank senior to common stocks in a
corporation's capital structure and, therefore, entail less risk than the
corporation's common stock. The value of a convertible security is a
function of its "investment value" (its value as if it did not have a
conversion privilege), and its "conversion value" (the security's worth
if it were to be exchanged for the underlying security, at market value,
pursuant to its conversion privilege).

To the extent that a convertible security's investment value is
greater than its conversion value, its price will be primarily a
reflection of such investment value and its price will be likely to
increase when interest rates fall and decrease when interest rates rise,
as with a fixed-income security (the credit standing of the issuer and
other factors may also have an effect on the convertible security's
value). If the conversion value exceeds the investment value, the price
of the convertible security will rise above its investment value and, in
addition, the convertible security will sell at some premium over its
conversion value. (This premium represents the price investors are
willing to pay for the privilege of purchasing a fixed-income security
with a possibility of capital appreciation due to the conversion pri-
vilege.) At such times the price of the convertible security will tend
to fluctuate directly with the price of the underlying equity security.
Convertible securities may be purchased by the Funds at varying price
levels above their investment values and/or their conversion values in
keeping with the Funds' objectives.

Insured Bank Obligations. The Federal Deposit Insurance Corporation
("FDIC") insures the deposits of federally insured banks and savings and
loan associations (collectively referred to as "banks") up to $100,000.
A Fund may, within the limits set forth in the Prospectus, purchase bank
obligations which are fully insured as to principal by the FDIC.
Currently, to remain fully insured as to principal, these investments must
be limited to $100,000 per bank; if the principal amount and accrued
interest together exceed $100,000, the excess principal and accrued inter-
est will not be insured. Insured bank obligations may have limited
marketability. Unless the Board of Trustees determines that a readily
available market exists for such obligations, a Fund will treat such
obligations as subject to the 10% limit for illiquid investments set forth
in the Prospectus for each Fund unless such obligations are payable at
principal amount plus accrued interest on demand or within seven days
after demand.

When-Issued Securities. All Funds may take advantage of offerings
of eligible portfolio securities on a "when-issued" basis, i.e., delivery
of and payment for such securities take place sometime after the
transaction date on terms established on such date. Normally, settlement
on U.S. Government securities takes place within ten days. A Fund only
will make when-issued commitments on eligible securities with the
intention of actually acquiring the securities. If a Fund chooses to
dispose of the right to acquire a when-issued security (prior to its
acquisition), it could, as with the disposition of any other portfolio
obligation, incur a gain or loss due to market fluctuation. No when-
issued commitments will be made if, as a result, more than 15% of the net
assets of a Fund would be so committed.

Hedging. The Funds may use certain Hedging Instruments as described,
and subject to the restrictions stated, in the Prospectus. To engage in
short hedging, a Fund would: (i) sell financial futures, (ii) purchase
puts on such futures or on individual securities held by it ("portfolio
securities") or securities indexes; or (iii) write calls on portfolio
securities or on financial futures or securities indexes. To engage in
long hedging, a fund would: (i) purchase financial futures, or (ii)
purchase calls or write puts on such futures or on portfolio securities
or securities indexes. Additional information about the Hedging
Instruments a Fund may use is provided below.

Financial Futures. No price is paid or received upon the purchase
of a financial future. Upon entering into a futures transaction, a fund
will be required to deposit an initial margin payment equal to a specified
percentage of the contract value. Initial margin payments will be depos-
ited with a fund's custodian bank in an account registered in the futures
commission merchant's name; however the futures commission merchant can
gain access to that account only under specified conditions. As the
future is marked to market to reflect changes in its market value,
subsequent payments, called variation margin, will be made to or from the
futures commission merchant on a daily basis. Prior to expiration of the
future, if the fund elects to close out its position by taking an opposite
position, a final determination of variation margin is made, additional
cash is required to be paid by or released to the fund, and any loss or
gain is realized for tax purposes. Although financial futures by their
terms call for the actual delivery or acquisition of the specified debt
security, in most cases the obligation is fulfilled by closing out the
position. All futures transactions are effected through a clearing house
associated with the exchange on which the contracts are traded. At
present, no Fund intends to enter into financial futures and options on
such futures if after any such purchase, the sum of initial margin
deposits on futures and premiums paid on futures options would exceed 5%
of a Fund's total assets. This limitation is not a fundamental policy.

Additional Information on Puts and Calls. When a fund writes a call,
it receives a premium and agrees to sell the callable securities to a
purchaser of a corresponding call during the call period (usually not more
than 9 months) at a fixed exercise price (which may differ from the market
price of the underlying securities) regardless of market price changes
during the call period. If the call is exercised, the fund forgoes any
possible profit from an increase in market price over the exercise price.
A fund may, in the case of listed options, purchase calls in "closing
purchase transactions" to terminate a call obligation. A profit or loss
will be realized, depending upon whether the net of the amount of option
transaction costs and the premium received on the call written is more or
less than the price of the call subsequently purchased. A profit may be
realized if the call lapses unexercised, because the fund retains the
underlying security and the premium received. If, due to a lack of a
market, a fund could not effect a closing purchase transaction, it would
have to hold the callable securities until the call lapsed or was
exercised. A fund's Custodian, or a securities depository acting for the
Custodian, will act as the fund's escrow agent, through the facilities of
the Options Clearing Corporation ("OCC") in connection with listed calls,
as to the securities on which the fund has written calls, or as to other
acceptable escrow securities, so that no margin will be required for such
transactions. OCC will release the securities on the expiration of the
calls or upon the fund's entering into a closing purchase transaction.

When a fund purchases a call (other than in a closing purchase
transaction), it pays a premium and has the right to buy the underlying
investment from a seller of a corresponding call on the same investment
during the call period (or on a certain date for OTC options) at a fixed
exercise price. A fund benefits only if the call is sold at a profit or
if, during the call period, the market price of the underlying investment
is above the call price plus the transaction costs and the premium paid
for the call and the call is exercised. If a call is not exercised or
sold (whether or not at a profit), it will become worthless at its
expiration date and the fund will lose its premium payment and the right
to purchase the underlying investment.

With OTC options, such variables as expiration date, exercise price
and premium will be agreed upon between the fund and the transacting
dealer, without the intermediation of a third party such as the OCC. If
a transacting dealer fails to make delivery on the U.S. Government securi-
ties underlying an option it has written, in accordance with the terms of
that option as written, a fund could lose the premium paid for the option
as well as any anticipated benefit of the transaction. The Funds will
engage in OTC option transactions only with primary U.S. Government secu-
rities dealers recognized by the Federal Reserve Bank of New York. In the
event that any OTC option transaction is not subject to a forward price
at which the fund has the absolute right to repurchase the OTC option
which it has sold, the value of the OTC option purchased and of the fund
assets used to "cover" the OTC option will be considered "illiquid
securities" and will be subject to the 10% limit on illiquid securities.
The "formula" on which the forward price will be based may vary among
contracts with different primary dealers, but it will be based on a
multiple of the premium received by the fund for writing the option plus
the amount, if any, of the option's intrinsic value, i.e., current market
value of the underlying securities minus the option's strike price.

A put option gives the purchaser the right to sell, and the writer
the obligation to buy, the underlying investment at the exercise price
during the option period (or on a certain date for OTC options). The
investment characteristics of writing a put covered by segregated liquid
assets equal to the exercise price of the put are similar to those of
writing a covered call. The premium paid on a put written by a fund
represents a profit, as long as the price of the underlying investment
remains above the exercise price. However, a fund has also assumed the
obligation during the option period to buy the underlying investment from
the buyer of the put at the exercise price, even though the value of the
investment may fall below the exercise price. If the put expires
unexercised, the fund (as writer) realizes a gain in the amount of the
premium. If the put is exercised, the fund must fulfill its obligation
to purchase the underlying investment at the exercise price, which will
usually exceed the market value of the investment at that time. In that
case, the fund may incur a loss upon disposition, equal to the sum of the
sale price of the underlying investment and the premium received minus the
sum of the exercise price and any transaction costs incurred.

When writing put options, to secure its obligation to pay for the
underlying security, a fund will maintain in a segregated account at its
Custodian liquid assets with a value equal to at least the exercise price
of the option. As a result, the fund forgoes the opportunity of trading
the segregated assets or writing calls against those assets. As long as
the fund's obligation as a put writer continues, the fund may be assigned
an exercise notice by the broker-dealer through whom such option was sold,
requiring the fund to purchase the underlying security at the exercise
price. A fund has no control over when it may be required to purchase the
underlying security, since it may be assigned an exercise notice at any
time prior to the termination of its obligation as the writer of the put.
This obligation terminates upon the earlier of the expiration of the put,
or the consummation by the fund of a closing purchase transaction by
purchasing a put of the same series as that previously sold. Once a fund
has been assigned an exercise notice, it is thereafter not allowed to
effect a closing purchase transaction.

A fund may effect a closing purchase transaction to realize a profit
on an outstanding put option it has written or to prevent an underlying
security from being put to it. Furthermore, effecting such a closing
purchase transaction will permit the fund to write another put option to
the extent that the exercise price thereof is secured by the deposited
assets, or to utilize the proceeds from the sale of such assets for other
investments by the fund. The fund will realize a profit or loss from a
closing purchase transaction if the cost of the transaction is less or
more than the premium received from writing the option.

When a fund purchases a put, it pays a premium and has the right to
sell the underlying investment at a fixed exercise price to a seller of
a corresponding put on the same investment during the put period if it is
a listed option (or on a certain date if it is an OTC option). Buying a
put on securities or futures held by it permits a fund to attempt to
protect itself during the put period against a decline in the value of the
underlying investment below the exercise price. In the event of a decline
in the market, the fund could exercise, or sell the put option at a profit
that would offset some or all of its loss on the portfolio securities.
If the market price of the underlying investment is above the exercise
price and as a result, the put is not exercised, the put will become
worthless at its expiration date and the purchasing fund will lose the
premium paid and the right to sell the underlying securities; the put may,
however, be sold prior to expiration (whether or not at a profit).
Purchasing a put on futures or securities not held by it permits a fund
to protect its portfolio securities against a decline in the market to the
extent that the prices of the future or securities underlying the put move
in a similar pattern to the prices of the securities in the fund's
portfolio.

An option position may be closed out only on a market which provides
secondary trading for options of the same series, and there is no
assurance that a liquid secondary market will exist for any particular
option. A fund's option activities may affect its turnover rate and
brokerage commissions. The exercise of calls written by a fund may cause
the fund to sell from its portfolio securities to cover the call, thus
increasing its turnover rate. The exercise of puts on securities or
futures will increase portfolio turnover. Although such exercise is
within the fund's control, holding a put might cause a fund to sell the
underlying investment for reasons which would not exist in the absence of
the put. A fund will pay a brokerage commission every time it purchases
or sells a put or a call or purchases or sells a related investment in
connection with the exercise of a put or a call.

Regulatory Aspects of Hedging Instruments. Transactions in options
by a fund are subject to limitations established (and changed from time
to time) by each of the exchanges governing the maximum number of options
which may be written or held by a single investor or group of investors
acting in concert, regardless of whether the options were written or
purchased on the same or different exchanges or are held in one or more
accounts or through one or more different exchanges or through one or more
brokers. Thus, the number of options which a fund may write or hold may
be affected by options written or held by other investment companies and
discretionary accounts of the Advisor, including other investment
companies having the same or an affiliated investment adviser. An
exchange may order the liquidation of positions found to be in violation
of those limits and may impose certain other sanctions.

Due to requirements under the Investment Company Act of 1940 (the
"1940 Act"), when a fund sells a future, it will maintain in a segregated
account or accounts with its custodian bank, cash or readily marketable
short-term (maturing in one year or less) debt instruments in an amount
equal to the market value of such future, less the margin deposit
applicable to it, unless the Fund holds an offsetting position.

The Trust and each Fund must operate within certain restrictions as
to its positions in futures and options thereon under a rule ("CFTC Rule")
adopted by the Commodity Futures Trading Commission ("CFTC") under the
Commodity Exchange Act (the "CEA"), which excludes the Trust and each Fund
from registration with the CFTC as a "commodity pool operator" (as defined
under the CEA). Under those restrictions, a fund may not enter into any
financial futures or options contract unless such transactions are for
bona fide hedging purposes, or for other purposes only if the aggregate
initial margins and premiums required to establish such non-hedging
positions would not exceed 5% of the liquidation value of its assets.
Each Fund may use futures and options thereon for bona fide hedging or for
other purposes within the meaning and intent of the applicable provisions
of the CEA.

Tax Aspects of Hedging Instruments. Each Fund in the Trust intends
to qualify as a "regulated investment company" under the Internal Revenue
Code. One of the tests for such qualification is that at least 90% of its
gross income must be derived from dividends, interest and gains from the
sale or other disposition of securities. Another test is that less than
30% of its gross income must be derived from gains realized on the sale
of securities held for less than three months. In connection with the 90%
test, the Internal Revenue Code specifies that income from options,
futures and other gains derived from investments in securities is
qualifying income under the 90% test.

Due to the 30% limitation, each Fund will limit the extent to which
it engages in the following activities, but will not be precluded from
them: (i) selling investments, including futures, held for less than three
months, whether or not they were purchased on the exercise of a call held
by the Fund; (ii) writing or purchasing calls on investments held less
than three months; (iii) effecting closing transactions with respect to
calls or puts purchased less than three months previously; and (iv) exer-
cising puts held by a Fund for less than three months.

Regulated futures contracts, options on broad-based stock indices,
options on stock index futures, certain other futures contracts and
options thereon (collectively, "Section 1256 contracts") held by a fund
at the end of each taxable year may be required to be "marked to market"
for federal income tax purposes (that is, treated as having been sold at
that time at market value). Any unrealized gain or loss taxed pursuant
to this rule will be added to realized gains or losses recognized on
Section 1256 contracts sold by a fund during the year, and the resulting
gain or loss will be deemed to consist of 60% long-term capital gain or
loss and 40% short-term capital gain or loss. A fund may elect to exclude
certain transactions from the mark-to-market rule although doing so may
have the effect of increasing the relative proportion of short-term
capital gain (taxable as ordinary income) and/or increasing the amount of
dividends that must be distributed annually to meet income distribution
requirements, currently at 98%, to avoid payment of federal excise taxes..

It should also be noted that under certain circumstances, the
acquisition of positions in hedging instruments may result in the
elimination or suspension of the holding period for tax purposes of other
assets held by a fund with the result that the relative proportion of
short-term capital gains (taxable as ordinary income) could increase and
the amount of dividends qualifying for the dividends received deduction
could decrease.

Possible Risk Factors in Hedging. In addition to the risks with
respect to futures and options discussed in the Prospectus and above,
there is a risk in selling futures that the prices of futures will
correlate imperfectly with the behavior of the cash (i.e., market value)
prices of a fund's securities. The ordinary spreads between prices in the
cash and futures markets are subject to distortions due to differences in
the natures of those markets. First, all participants in the futures
market are subject to margin deposit and maintenance requirements. Rather
than meeting additional margin deposit requirements, investors may close
out futures contracts through offsetting transactions which could distort
the normal relationship between the cash and futures markets. Second, the
liquidity of the futures market depends on participants entering into
offsetting transactions rather than making or taking delivery. To the
extent participants decide to make or take delivery, liquidity in the
futures market could be reduced, thus producing distortion. Third, from
the point of view of speculators, the deposit requirements in the futures
market are less onerous than margin requirements in the securities market.
Therefore, increased participation by speculators in the futures market
may cause temporary price distortions.

When a fund uses appropriate Hedging Instruments to establish a
position in the market as a temporary substitute for the purchase of
individual securities (long hedging) by buying futures and/or calls on
such futures or on a particular security, it is possible that the market
may decline. If the fund then concludes not to invest in such securities
at that time because of concerns as to possible further market decline or
for other reasons, it will realize a loss on the Hedging Instruments that
is not offset by a reduction in the price of the securities purchased.

Lower Rated Bonds. The Small Capitalization Fund may invest up to
5% of its assets in bonds rated below Baa by Moody's Investors Service
Inc. ("Moody's") or BBB by Standard & Poor's Corporation ("S&P") (commonly
known as "junk bonds") and the Growth and Income may invest up to 25% of
its assets in convertible debt securities and other debt securities rated
not lower than Caa by Moody's or CCC by S&P, Fitch Investors Service,
Inc., Duff & Phelps, Inc., or if unrated, deemed to be of comparable
quality by the Subadvisor. Securities rated less than Baa by Moody's or
BBB by S&P are classified as non-investment grade securities and are
considered speculative by those rating agencies. Junk bonds may be issued
as a consequence of corporate restructurings, such as leveraged buyouts,
mergers, acquisitions, debt recapitalizations, or similar events or by
smaller or highly leveraged companies. Although the growth of the high
yield securities market in the 1980s had paralleled a long economic
expansion, recently many issuers have been affected by adverse economic
and market conditions. It should be recognized that an economic downturn
or increase in interest rates is likely to have a negative effect on (i)
the high yield bond market, (ii) the value of high yield securities and
(iii) the ability of the securities' issuers to service their principal
and interest payment obligations, to meet their projected business goals
or to obtain additional financing. The market for junk bonds may be less
liquid than the market for investment grade bonds. In periods of reduced
market liquidity, junk bond prices may become more volatile and may
experience sudden and substantial price declines. Also, there may be
significant disparities in the prices quoted for junk bonds by various
dealers. Under such conditions, a Fund may have to use subjective rather
than objective criteria to value its junk bond investments accurately and
rely more heavily on the judgment of the Trust's Board of Trustees.
Prices for junk bonds also may be affected by legislative and regulatory
developments. For example, federal rules require that savings and loans
gradually reduce their holdings of high-yield securities. Also, from time
to time, Congress has considered legislation to restrict or eliminate the
corporate tax deduction for interest payments or to regulate corporate
restructurings such as takeovers, mergers or leveraged buyouts. Such
legislation, if enacted, may depress the prices of outstanding junk bonds.

Additional Risks. Securities in which the Funds may invest are
subject to the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors and shareholders, such as
the federal Bankruptcy Code, and laws, if any, which may be enacted by
Congress or the state legislatures extending the time for payment of
principal or interest, or both or imposing other constraints upon en-
forcement of such obligations.

INVESTMENT RESTRICTIONS

The Trust's significant investment restrictions applicable to each
Fund are described in the Prospectus for that Fund. The following are
also fundamental policies and, together with the restrictions and other
fundamental policies described in each Prospectus, cannot be changed
without the vote of a majority of the outstanding voting securities of
that Fund, as defined in the Act. Such a majority is defined as the
lesser of (a) 67% or more of the shares of the Fund present at a meeting
of shareholders of the Trust, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy or (b)
more than 50% of the outstanding shares of the Fund. For purposes of the
following restrictions and those contained in the Prospectus: (i) all
percentage limitations apply immediately after a purchase or initial
investment; and (ii) any subsequent change in any applicable percentage
resulting from market fluctuations or other changes in the amount of total
assets does not require elimination of any security from a Fund.

Under these additional restrictions, each Fund cannot: (a) Invest in
physical commodities or physical commodity contracts or speculate in
financial commodity contracts, but all Funds are authorized to purchase
and sell financial futures contracts and options on such futures contracts
exclusively for hedging and other non-speculative purposes to the extent
specified in the Prospectus; (b) Invest in real estate or real estate
limited partnerships (direct participation programs); however, each Fund
may purchase securities of issuers which engage in real estate operations
and securities which are secured by real estate or interests therein; (c)
Purchase securities on margin (except for such short-term loans as are
necessary for the clearance of purchases of portfolio securities) or make
short sales of securities except "against the box" (collateral
arrangements in connection with transactions in futures and options are
not deemed to be margin transactions); (d) Underwrite securities of other
companies except in so far as the Fund may be deemed to be an underwriter
under the Securities Act of 1933 in disposing of a security; (e) Invest
in securities of other investment companies except in connection with a
merger, consolidation, reorganization or acquisition of assets; (f) Invest
in interests in oil, gas or other mineral exploration or development
programs or leases; (g) Purchase warrants if as a result the Fund would
then have either more than 5% of its total assets (determined at the time
of investment) invested in warrants or more than 2% of its total assets
invested in warrants not listed on the New York or American Stock
Exchange; (h) Invest in securities of any issuer if, to the knowledge of
the Trust, any officer or trustee of the Trust or any officer or director
of the Advisor owns more than 1/2 of 1% of the outstanding securities of
such issuer, and such officers, trustees and directors who own more than
1/2 of 1% own in the aggregate more than 5% of the outstanding securities
of such issuer; (i) Pledge its assets or assign or otherwise encumber its
assets in excess of 10% of its net assets (taken at market value at the
time of pledging) and then only to secure borrowings effected within the
limitations set forth in the Prospectus; (j) Invest for the purpose of
exercising control or management of another company; (k) Issue senior
securities as defined in the 1940 Act except insofar as the Fund may be
deemed to have issued a senior security by reason of: (a) entering into
any repurchase agreement; (b) borrowing money in accordance with
restrictions described above; or (c) lending portfolio securities; and (l)
make loans to any person or individual except that portfolio securities
may be loaned by all Funds within the limitations set forth in the
Prospectus.

In addition each Fund may not with respect to 75% of its assets,
invest more than 5% of the value of its total assets in the securities of
any one issuer.

MAJOR SHAREHOLDERS

To the knowledge of the Funds, the following shareholders held as
beneficial or record owners 5% or more of each specified class of shares
of the Funds as of November 13, 1995:

Percentage
Name and Address of 5% Owner of Ownership

Oppenheimer Quest Opportunity
Value Fund - Class A
Merryl Lynch Trust Co. TTEE FBO 6.69%
Qualified Retirement Plans
Attn: Trading
265 Davidson Ave.
Somerset, NJ 08873-4120

Oppenheimer Quest Small Cap
Value Fund - Class A
Opp GRP PROF SHA PL INDIV A/C 6.29%
Omnibus Acct
Attn: 401-K Unit
Oppenheimer Tower
World Financial Center
New York, NY 10281

Comtrades 5.88%
c/o Commerce Bank & Trust
Attn: Clara Bruner - Trust Dept.
3035 SW Topeka Blvd.
Topeka, KS 66611-2155

Oppenheimer Quest Growth &
Income Value Fund - Class A
Unified Mangement Corp. 41.16%
Omnibus Account Growth Income
Attn: Control Dept.
429 N. Pennsylvania St.
Indianapolis, IN 46204-1873

Unified Mangement Corp. 13.20%
Omnibus Account Growth Income
Attn: Control Dept.
429 N. Pennsylvania St.
Indianapolis, IN 46204-1873

Oppenheimer Quest Growth &
Income Value Fund - Class C
State Street Bank and Trust 7.47%
Cust for the IRA of
Robert B. Delano
Route 3 Box 1955
Warsaw, VA 22572-9204

Jeff McClusky & Associates 6.13%
401(K) Plan
Attn: Mr. Tony Lucenia
719 W. Willow
Chicago, IL 60614-5107

City Distributing Company Inc. 16.46%
Profit Sharing Plan
Attn: Carolyn Nimmo
PO Box 4130
Petersburg, VA 23808-0130

TRUSTEES AND OFFICERS

The trustees and officers of the Trust and their principal
occupations during the past five years, are set forth below. Trustees who
are "interested persons", as defined in the 1940 Act, are denoted by an
asterisk. The address of each is Two World Trade Center, New York, New
York 10048, except as noted. As of November 13, 1995, the trustees and
officers of the Trust as a group owned less than 1% of the outstanding
shares of each of the Funds covered by this Additional Statement.

Bridget A. Macaskill, Chairman of the Board of Trustees and President*;
Age: 47.
Chief Executive Officer of Oppenheimer Management Corporation (the
"Manager"); President and Chief Operating Officer of the Manager; prior
thereto, Chief Operating Officer of the Manager and Executive Vice
President of the Manager. Vice President and a Director of Oppenheimer
Acquisition Corp., Director of Oppenheimer Partnership Holdings, Inc.,
Chairman and a Director of Shareholder Services, Inc., Director of Main
Street Advisers, Inc., and Director of HarbourView Asset Management
Corporation, all of which are subsidiaries of the Manager; a Trustee of
certain Oppenheimer funds.

[FN]
- ---------------
*A Trustee who is an "interested person" as defined in the Investment
Company Act.

Paul Y. Clinton, Trustee; Age: 64
946 Morris Avenue, Bryn Mawr, Pennsylvania 19010
Director, External Affairs, Kravco Corporation, a national real estate
owner and property management corporation; formerly President of Essex
Management Corporation, a management consulting company; Trustee of
Capital Cash Management Trust, Prime Cash Fund and Short Term Asset
Reserves, each of which is a money-market fund; Director of Oppenheimer
Quest Value Fund, Inc., Oppenheimer Quest Global Value Fund, Inc., and
Quest Cash Reserves, Inc. and Trustee of Quest For Value Accumulation
Trust, all of which are open-end investment companies. Formerly a general
partner of Capital Growth Fund, a venture capital partnership; formerly
a general partner of Essex Limited Partnership, an investment partnership;
formerly President of Geneve Corp., a venture capital fund; formerly
Chairman of Woodland Capital Corp., a small business investment company;
formerly Vice President of W.R. Grace & Co.

Thomas W, Courtney, Trustee; Age: 62
P.O. Box 580, Sewickley, Pennsylvania 15143
Principal of Courtney Associates, Inc., a venture capital firm; former
General Partner of Trivest Venture Fund, a private venture capital fund;
former President of Investment Counseling Federated Investors, Inc.;
Trustee of Cash Assets Trust, a money market fund; Director of Quest Cash
Reserves, Inc., Oppenheimer Quest Value Fund, Inc. and Oppenheimer Quest
Global Value Fund, Inc. and Trustee of Quest for Value Accumulation Trust,
all of which are open-end investment companies; former President of Boston
Company Institutional Investors; Trustee of Hawaiian Tax-Free Trust and
Tax Free Trust of Arizona, tax-exempt bond funds; Director of several
privately owned corporations; former Director of Financial Analysts
Federation.

Lacy B. Herrmann, Trustee; Age: 66
380 Madison Avenue, Suite 2300, New York, New York 10017
President and Chairman of the Board of Aquila Management Corporation, the
sponsoring organization and Administrator and/or Sub-Adviser to the
following open-end investment companies, and Chairman of the Board of
Trustees and President of each: Churchill Cash Reserves Trust, Short Term
Asset Reserves, Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Treasuries Cash Assets Trust, Pacific Capital Tax-Free Cash Assets Trust,
Prime Cash Fund, Narragansett Insured Tax-Free Income Fund, Tax-Free Fund
For Utah, Churchill Tax-Free Fund of Kentucky, Tax-Free Fund of Colorado,
Tax-Free Trust of Oregon, Tax-Free Trust of Arizona, Hawaiian Tax-Free
Trust, and Aquila Rocky Mountain Equity Fund; Vice President, Director,
Secretary, and formerly Treasurer of Aquila Distributors, Inc.,
distributor of the above funds; President and Chairman of the Board of
Trustees of Capital Cash Management Trust ("CCMT"), and an Officer and
Trustee/Director of its predecessors; President and Director of STCM
Management Company, Inc., sponsor and adviser to CCMT; Chairman, President
and a Director of InCap Management Corporation, formerly sub-adviser and
administrator of Prime Cash Fund and Short Term Asset Reserves; Director
or Trustee of Quest Cash Reserves, Inc., Oppenheimer Quest Global Value
Fund, Inc. and Oppenheimer Quest Value Fund, Inc. and Trustee of Quest for
Value Accumulation Trust and The Saratoga Advantage Trust, each of which
is an open-end investment company; Trustee of Brown University.

George Loft, Trustee; Age: 80
51 Herrick Road
Sharon, Connecticut 06069
Private Investor; Director of Quest Cash Reserves, Inc., Oppenheimer Quest
Value Fund, Inc. and Oppenheimer Quest Global Value Fund, Inc. and Trustee
of Quest for Value Accumulation Trust and The Saratoga Advantage Trust,
all of which are open-end investment companies, and Director of the Quest
for Value Dual Purpose Fund, Inc., a closed-end investment company.

Robert C. Doll, Jr., Vice President; Age: 41
Executive Vice President and Director of Equity Investments of the
Manager; an officer and Portfolio Manager of other Oppenheimer Funds.

Andrew J. Donohue, Secretary; Age: 45
Executive Vice President and General Counsel of the Manager and the
Distributor; an officer of other Oppenheimer funds; formerly Senior Vice
President and Associate General Counsel of the Manager and the
Distributor, partner in Kraft & McManimon (a law firm), an officer of
First Investors Corporation (a broker-dealer) and First Investors
Management Company, Inc. (broker-dealer and investment adviser), and a
director and an officer of First Investors Family of Funds and First
Investors Life Insurance Company.

George C. Bowen, Treasurer; Age: 59
3410 South Galena Street Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView Asset Management Corporation;
Senior Vice President, Treasurer, Assistant Secretary and a director of
Centennial Asset Management Corporation, an investment advisory subsidiary
of the Manager; Vice President, Treasurer and Secretary of the Transfer
Agent and Shareholder Financial Services, Inc., a transfer agent
subsidiary of the Manager; an officer of other Oppenheimer funds.

Robert Bishop, Assistant Treasurer; Age:37
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; formerly a Fund Controller for the Manager,
prior to which he was an Accountant for Yale & Seffinger, P.C., an
accounting firm, and previously an Accountant and Commissions Supervisor
for Stuart James Company Inc., a broker-dealer.

Scott Farrar, Assistant Treasurer; Age:30
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; formerly a Fund Controller for the Manager,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers, Harriman Co., a bank, and previously a Senior Fund Accountant
for State Street Bank & Trust Company.

Robert G. Zack, Assistant Secretary; Age:47
Senior Vice President and Associate General Counsel of the Manager,
Assistant Secretary of SSI, SFSI; an officer of other OppenheimerFunds.

-- Remuneration of Trustees. All officers of the Trust and Ms.
Macaskill, a Trustee, are officers or directors of the Manager and receive
no salary or fee from the Fund. The following table sets forth the
aggregate compensation received by the non-interested Trustees during the
fiscal year ended October 31, 1994 from each of Oppenheimer Quest Small
Cap Value Fund, Oppenheimer Quest Growth & Income Value Fund and
Oppenheimer Quest Opportunity Value Fund, and in the aggregate from the
five funds (Oppenheimer Quest Small Cap Value Fund, Oppenheimer Quest
Growth & Income Value Fund, Oppenheimer Quest Opportunity Value Fund,
Opportunity Value Fund, Inc. and Opportunity Quest Global Value Fund,
Inc.) for which OpCap Advisors is currently the Sub-Adviser and for which
it was the investment manager during that period. Opportunity Quest
Officers Value Fund, the sixth fund for which OpCap Advisors is currently
the Sub-Adviser, commenced operations after October 31, 1994.

Pension or
Retirement
Aggregate Benefits Estimated Total
Compensation Accrued as Annual Compensation
from the Part of Fund Benefits Upon From Fund
Name of Person Fund Expenses Retirement Complex
<S> <C> <C> <C> <C>
Paul Y. Clinton $4,200 None None $19,800
Thomas W. Courtney 4,200 None None $19,800
Lacy B. Herrmann 4,200 None None $19,800
George Loft 4,200 None None $19,800
</TABLE>

-- AMA Family of Funds Indemnification. In connection with the
combination of each of the U.S. Government Income Fund and the Growth and
Income Fund with a portfolio of AMA Family of Funds, Inc., each Fund has
agreed to assume the obligation of such portfolio of the AMA Family of
Funds to indemnify the directors of the AMA Family of Funds, Inc. to the
fullest extent permitted by law and the By-Laws of the AMA Family of
Funds, Inc.

-- Unified Funds Indemnification. In connection with the combination
of Growth and Income Fund with Unified Income Fund and Unified Mutual
Shares, Growth and Income Fund has agreed to assume the obligation of
Unified Income Fund and Unified Mutual Shares to indemnify the directors
of such Unified Funds to the fullest extent permitted by law and the By-
Laws of such Unified Funds.

INVESTMENT MANAGEMENT AND OTHER SERVICES

The Manager and its Affiliates. The Manager is wholly-owned by Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by MassMutual.
OAC is also owned in part by certain of the Manager's directors and
officers, some of whom also serve as officers of the Fund and one of whom
(Ms. Macaskill) also serves as Trustee of the Fund.

The Manager and the Trust has a Code of Ethics. It is designed to
detect and prevent improper personal trading by certain employees,
including portfolio managers, that would compete with or take advantage
of the Funds' portfolio transactions. Compliance with the Code of Ethics
is carefully monitored and strictly enforced by the Manager.

The Investment Advisory Agreement. The Manager acts as investment
adviser to the Funds pursuant to the terms of an Investment Advisory
Agreement dated as of November 22, 1995.
Under the Investment Advisory Agreement, the Manager acts as the
investment adviser for the Funds and supervises the investment program of
each Fund. The Investment Advisory Agreement provides that the Manager
will provide administrative services for the Funds including the
completion and maintenance of records, preparation and filing of reports
required by the Securities and Exchange Commission, reports to
shareholders and composition of proxy statements and registration
statements required by Federal and state securities laws. The Manager
will furnish the Funds with office space, facilities and equipment and
arrange for its employees to serve as officers of the Trust. The
administrative services to be provided by the Manager under the Investment
Advisory Agreement will be at its own expense except that each class of
shares of each Fund will pay the Manager an annual fee for calculating the
Fund's daily net asset value as follows: Class A - $25,000; Class B -
$18,000; and Class C - $12,000.

Expenses not assumed by the Manager under the Investment Advisory
Agreement or paid by the Distributor will be paid by the Funds including
interest, taxes, brokerage commissions, insurance premiums, compensation,
expenses and fees of non-interested Trustees, legal and audit expenses,
transfer agent and custodian fees and expenses, registration fees,
expenses of printing and mailing reports and proxy statements to
shareholders, expenses of shareholders meetings and non-recurring expenses
including litigation. The Investment Advisory Agreement contains no
expense limitation. However, independently of the Investment Advisory
Agreement, the Manager has undertaken to reimburse the Funds to the extent
that the total expenses of any Fund in any fiscal year (including the
investment advisory fee but exclusive of taxes, interest, brokerage
commissions, distribution plan payments and any extraordinary non-
recurring expenses, including litigation) exceeds the most stringent state
regulatory limitation application to each Fund. At present, that
limitation is imposed by California and limits expenses (with specified
exclusions) to 2.5% of the first $30 million of average annual net assets,
2% of the next $70 million and 1.5% of average annual net assets in excess
of $100 million.

The payment of the management fee at the end of any month will be
reduced or eliminated such that there will not be any accrued but unpaid
liability under this expense limitation. The Manager reserves the right
to terminate or amend the undertaking at any time. Any assumption of a
Fund's expenses under this undertaking would lower the Fund's overall
expense ratio and increase its total return during any period in which
expenses are limited.

The Investment Advisory Agreement provides that in the absence or
willful misfeasance, bad faith, or gross negligence in the performance of
its duty, or reckless disregard for its obligations and duties under the
advisory agreement, the Manager is not liable from any loss resulting from
a good faith or omission on its part with respect to any of its duties
thereunder. The Investment Advisory Agreement permits the Manager to act
as investment adviser for any other person, firm or corporation and to use
the name "Oppenheimer" in connection with its other investment companies
for which it may act as an investment advisor or general distributor. If
the Manager shall no longer act as investment adviser to a Fund, the right
of the Fund to use "Oppenheimer" as part of its name may be withdrawn.

For the services and facilities to be provided by the Manager under
the Investment Advisory Agreement each Fund will pay a monthly fee
computed as a percentage of the Fund's average daily net assets. The fee
applicable to the Growth and Income Fund will be an annual fee, payable
monthly, at the rate of .85% of daily total net assets. With respect to
the Small Capitalization and Opportunity Funds, the fee will be 1.00% of
the first $400 million of net assets, .90% of the next $400 million of net
assets and .85% of net assets over $800 million.

Fees Paid Under the Prior Investment Advisory Agreement

OpCap Advisors served as investment adviser to the Funds from their
inception until November 22, 1995. The following fees were paid by the
Funds to OpCap Advisors for services under the prior Investment Advisory
Agreement:

The total advisory fees accrued or paid by the Opportunity and Small
Capitalization Funds were $220,806 and $325,510, respectively, for the
fiscal year ended October 31, 1992, $880,856 and $756,765 for the fiscal
year ended October 31, 1993 and $1,555,447 and $1,260,578 for the fiscal
year ended October 31, 1994. For the period November 4, 1991
(commencement of operations) to October 31, 1992, the total advisory fee
accrued by the Growth and Income Fund was $58,505; of which the total
advisory fee waived was $51,738; for the fiscal year ended October 31,
1993, the total advisory fee accrued or paid by the Growth and Income Fund
was $202,511, of which $66,413 was waived by OpCap Advisors. For the
fiscal year ended October 31, 1994, the total advisory fee accrued or paid
by the Growth and Income Fund was $263,469, of which $142,772 was waived
by OpCap Advisors.

For the fiscal years ended October 31, 1994, 1993 and 1992, the Funds
paid or accrued the following total accounting services fees to OpCap
Advisors : Opportunity Fund -- $53,245, $14,798 and $37,715; Small
Capitalization Fund -- $67,578, $23,448 and $46,365; Growth and Income
Fund - $68,117, $14,723 and $37,640. Commencing in 1993, the Trust
retained the services of State Street Bank, and Trust Company ("State
Street") to calculate the net asset value of each class of shares and to
prepare the books and records. For such services, the Funds accrued or
paid the following fees for the fiscal years ended October 31, 1994 and
1993: Opportunity Fund - $55,000 and $27,917; Small Capitalization Fund -
$55,000 and $27,917; and Growth and Income Fund - $55,000 and $27,918.

Expenses not expressly assumed by the Manager under the Investment
Advisory Agreement or by the Distributor are paid by the Funds. Each Fund
is responsible for bearing certain expenses attributable to the Fund but
not to a particular class ("Fund Expenses"), including deferred
organization expenses; taxes; registration fees; typesetting of
prospectuses and financial reports required for distribution to
shareholders; brokerage commissions; fees and related expenses of trustees
or directors who are not interested persons; legal, accounting and audit
expenses; custodian fees; insurance premiums; and trade association dues.
Fund Expenses will be allocated based on the total net assets of each
class. Each class of shares of each Fund will also be responsible for
certain expenses attributable only to that class ("Class Expenses").
These Class Expenses may include distribution and service fees, transfer
and shareholder servicing agent fees, professional fees, printing and
postage expenses for materials distributed to current shareholders, state
registration fees and shareholder meeting expenses. Such items are
considered Class Expenses provided such fees and expenses relate solely
to such Class. A portion of printing expenses, such as typesetting costs,
will be divided equally among the Funds, while other printing expenses,
such as the number of copies printed, will be considered Class Expenses.

The Investment Advisory Agreement was approved by the Board of
Trustees, including a majority of the Trustees who are not "interested
persons" of the Trust (as defined in the 1940 Act) and who have no direct
or indirect financial interest in such Agreement, on June 22, 1995 and
by the shareholders of each Fund at a meeting held for that purpose on
November 3, 1995..

The Investment Advisory Agreement provides that the Manager may enter
into sub advisory agreements with other affiliated or unaffiliated
registered investment advisers in order to obtain specialized services for
the Funds provided that the Funds are not required to pay any additional
fees for such services. The Manager has retained OpCap Advisors
(previously called Quest for Value Advisors) pursuant to separate
Subadvisory Agreements dated as of November 22, 1995 with respect to each
Fund.

The Subadvisory Agreement

Each Subadvisory Agreement provides that OpCap Advisors shall
regularly provide investment advice with respect to the respective Fund
and invest and reinvest cash, securities and the property comprising the
assets of the Funds. Under the Subadvisory Agreements, OpCap Advisors
agrees not to change the Portfolio Manager of any Fund without the written
approval of the Manager and to provide assistance in the distribution and
marketing of the Funds. Each Subadvisory Agreement was approved by the
Board of Trustees, including a majority of the Trustees who are not
"interested persons" of the Trust (as defined in the 1940 Act) and who
have no direct or indirect financial interest in such agreements on June
22, 1995 and by the shareholders of each Fund at a meeting held for that
purpose on November 3, 1995.

Under each Subadvisory Agreement, the Manager will pay OpCap Advisors
an annual fee payable monthly, based on the average daily net assets of
the Fund, equal to 40% of the investment advisory fee collected by the
Manager of the Fund based on the total net assets of each Fund as of the
effective date of the Subadvisory Agreement (the "base amount") plus 30%
of the investment advisory fee collected by the Manager based on the total
net assets of the Fund that exceed the base amount.

Each Subadvisory Agreement provides that in the absence of willful
misfeasance, bad faith, negligence or reckless disregard of its duties or
obligations, OpCap Advisors shall not be liable to the Manager for any act
or omission in the course of or connected with rendering services under
the Subadvisory Agreement or for any losses that may be sustained in the
purchase, holding or sale of any security.

Portfolio Transactions. Portfolio decisions are based upon
recommendations of the portfolio manager and the judgment of the Sub-
Adviser. Each Fund will pay brokerage commissions on transactions in
listed options and equity securities. Prices of portfolio securities
purchased from underwriters of new issues include a commission or
concession paid by the issuer to the underwriter, and prices of debt
securities purchased from dealers include a spread between the bid and
asked prices.

The Investment Advisory Agreement contains provisions relating to
the selection of broker-dealers ("brokers") for the Funds' portfolio
transactions. The Manager and the Subadvisor may use such brokers as may,
in their best judgment based on all relevant factors, implement the policy
of the Funds to achieve best execution of portfolio transactions. While
the Manager need not seek advance competitive bidding or base its
selection on posted rates, it is expected to be aware of the current rates
of most eligible brokers and to minimize the commissions paid to the
extent consistent with the interests and policies of the Funds as
established by their Board and the provisions of the Investment Advisory
Agreement.

The Investment Advisory Agreement also provides that, consistent with
obtaining the best execution of the Funds' portfolio transactions, the
Manager and the Subadvisor, in the interest of the Funds, may select
brokers because they provide brokerage and/or research services to the
Funds and/or other accounts of the Manager or any Subadvisor. The
commissions paid to such brokers may be higher than another qualified
broker would have charged if a good faith determination is made by the
Manager or the Subadvisor that the commissions are reasonable in relation
to the services provided, viewed either in terms of that transaction or
the Manager's or the Subadvisor's overall responsibilities to all its
accounts. No specific dollar value need be put on the services, some of
which may or may not be used by the Manager or the Subadvisor for the
benefit of the Funds or other of its advisory clients. To show that the
determinations were made in good faith, the Manager or any Subadvisor must
be prepared to show that the amount of such commissions paid over a
representative period selected by the Board was reasonable in relation to
the benefits to the Funds. The Investment Advisory Agreement recognizes
that an affiliated broker-dealer may act as one of the regular brokers for
the Funds provided that any commissions paid to such broker are calculated
in accordance with procedures adopted by the Trust's Board under
applicable SEC rules.

The Subadvisory Agreements permit OpCap Advisors to enter into "soft
dollar" arrangements through the agency of third parties to obtain
services for the Funds. Pursuant to these arrangements, OpCap Advisors
will undertake to place brokerage business with broker-dealers who pay
third parties that provide services. Any such "soft dollar" arrangements
will be made in accordance with policies adopted by the Board of the Trust
and in compliance with applicable law.

Transactions may be directed to dealers during the course of an
underwriting in return for their brokerage and research services, which
are intangible and on which no dollar value can be placed. There is no
formula for such allocation. The research information may or may not be
useful to one or more of the Funds and/or other accounts of the Manager
or OpCap Advisors; information received in connection with directed orders
of other accounts managed by the Manager or OpCap Advisors or its
affiliates may or may not be useful to one or more of the Funds. Such
information may be in written or oral form and includes information on
particular companies and industries as well as market, economic or
institutional activity areas. It serves to broaden the scope and
supplement the research activities of the Manager or OpCap Advisors, to
make available additional views for consideration and comparison, and to
enable the Manager or OpCap Advisors to obtain market information for the
valuation of securities held in a Fund's assets.

Sales of shares of each Fund, subject to applicable rules covering
the Distributor's activities in this area, will also be considered as a
factor in the direction of portfolio transactions to dealers, but only in
conformity with the price, execution and other considerations and
practices discussed above. A Fund will not purchase any securities from
or sell any securities to an affiliated broker-dealer including
Oppenheimer & Co., Inc. ("Opco"), an affiliate of OpCap Advisors, acting
as principal for its own account. OpCap Advisors currently serves as
investment manager to a number of clients, including other investment
companies, and may in the future act as investment manager or advisor to
others. It is the practice of OpCap Advisors to cause purchase or sale
transactions to be allocated among the Funds and others whose assets it
manages in such manner as it deems equitable. In making such allocations
among the Funds and other client accounts, the main factors considered are
the respective investment objectives, the relative size of portfolio
holdings of the same or comparable securities, the availability of cash
for investment, the size of investment commitments generally held and the
opinions of the persons responsible for managing the portfolios of each
Fund and other client accounts. When orders to purchase or sell the same
security on identical terms are placed by more than one of the funds
and/or other advisory accounts managed by the Advisor or its affiliates,
the transactions are generally executed as received, although a fund or
advisory account that does not direct trades to a specific broker ("free
trades") usually will have its order executed first. Purchases are
combined where possible for the purpose of negotiating brokerage
commissions, which in some cases might have a detrimental effect on the
price or volume of the security in a particular transaction as far as the
Fund is concerned. Orders placed by accounts that direct trades to a
specific broker will generally be executed after the free trades. All
orders placed on behalf of the Fund are considered free trades. However,
having an order placed first in the market does not necessarily guarantee
the most favorable price.

The following table presents information as to the allocation of
brokerage commissions paid by the Small Capitalization Fund for the fiscal
years ended October 31, 1992, 1993 and 1994:

Total Amount of Transactions
For the Brokerage Commissions Where Brokerage Commissions
Fiscal Year Paid to Opco Paid to Opco
Ended Total Brokerage Dollar Dollar
October 31, Commissions Paid Amounts % Amounts %
<S> <C> <C> <C> <C> <C>
1992 173,979 140,518 80.8 29,105,245 80.2
1993 314,604 234,334 74.5 56,166,571 71.0
1994 300,037 143,991 48.0 44,408,800 48.5
</TABLE>

The following table presents information as to the allocation of
brokerage commissions paid by the Opportunity Fund for the fiscal years
ended October 31, 1992, 1993 and 1994:

<TABLE>
<CAPTION>
Total Amount of Transactions
For the Brokerage Commissions Where Brokerage Commissions
Fiscal Year Paid to Opco Paid to Opco
Ended Total Brokerage Dollar Dollar
October 31, Commissions Paid Amounts % Amounts %
<S> <C> <C> <C> <C> <C>
1992 42,412 34,863 82.2 20,814,502 82.1
1993 174,608 104,705 60.0 68,765,141 61.7
1994 189,680 94,589 49.9 78,351,168 17.6
</TABLE>

The following table presents information as to the allocation of
brokerage commissions paid by of the Growth and Income Fund for the period
November 4, 1991 (commencement of operations) to October 31, 1992, the
fiscal year ended October 31, 1993 and the fiscal year ended October 31,
1994:

<TABLE>
<CAPTION>
Total Amount of
Transactions Where
Total Brokerage Commissions Brokerage Commissions
Brokerage Paid to Opco Paid to Opco
Commissions Dollar Dollar
For the Period Paid Amounts % Amounts %
<S> <C> <C> <C> <C> <C>
11/4/91 (commencement $12,567 $10,782 85.8 $5,612,031 90.4
of operations) to 10/31/92

Fiscal year ended 10/31/93 $108,617 $91,522 84.3 $54,968,280 86.0

Fiscal year ended 10/31/94 $74,334 $55,911 75.2 38,409,929 77.5
</TABLE>

The Funds do not effect principal transactions with Opco. When the
Funds effect principal transactions with other broker-dealers, commissions
are imputed.

During the fiscal year ended October 31,1994, certain of the Funds
directed brokerage transactions because of research services provided.
The amount of such transactions and related commissions were as follows:
Opportunity Fund - $5,197,355 and $5,638; and the Small Capitalization
Fund - $3,116,281 and $10,632.

During the fiscal year ended October 31, 1994, the Opportunity Fund
acquired common stock of Morgan Stanley Group Incorporated, and Lehman
Brothers Holdings Incorporated, each of which is a parent of one of the
Fund's regular broker dealers. The market values of such aggregate
holdings are $5,883,750 for Morgan Stanley Group Incorporated and
$1,705,000 for Lehman Brothers Holdings Incorporated at October 31, 1994.

The Distributor. Under a General Distributor's Agreement with the
Trust dated as of
November 22, 1995, the Distributor acts as the Trust's principal
underwriter in the continuous public offering of the Class A, Class B and
Class C shares of each Fund but is not obligated to sell a specific number
of shares. Expenses normally attributable to sales, including advertising
and the cost of printing and mailing prospectuses, other than those
furnished to existing shareholders, are borne by the Distributor. For
additional information about distribution of the Fund's shares and the
expenses connected with such activities, please refer to "Distribution and
Service Plans" below.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Fund is determined each day the
New York Stock Exchange (the "Exchange") is open, as of the close of the
regular trading session of the Exchange that day (currently 4:00 p.m.
Eastern Time), by dividing the value of a Fund's net assets by the number
of its shares outstanding. Although the legal rights of Class A, B and
C shares are identical, the different expenses borne by each class may
result in differing net asset values and dividends for each class.

The Exchange's most recent annual announcement (which is subject to
change) states that it will close on New Year's Day, President's Day, Good
Friday, Memorial Day, July 4, Labor Day, Thanksgiving and Christmas Day.
It may also close on other days.

Securities listed on a national securities exchange or designated
national market system securities are valued at the last reported sale
price on that day, or, if there has been no sale on such day or on the
previous day on which the Exchange was open (if a week has not elapsed
between such days), then the value of such security is taken to be the
reported bid price at the time as of which the value is being ascertained.
Securities actively traded in the over-the-counter market but not
designated as national market system securities are valued at the last
quoted bid price. Any securities or other assets for which current market
quotations are not readily available are valued at their fair value as
determined in good faith under procedures established by and under the
general supervision and responsibility of the Trust's Board of Trustees.

The Trust's Board of Trustees has approved the use of nationally
recognized bond pricing services for the valuation of each Fund's debt
securities. The service selected by the Advisor creates and maintains
price matrices of U.S. Government and other securities from which
individual holdings are valued shortly after the close of business each
trading day. Debt securities not covered by the pricing service are
valued based upon bid prices obtained from dealers who maintain an active
market therein or, if no readily available market quotations are available
from dealers, such securities (including restricted securities and OTC
options) are valued at fair value under the Board's procedures. Short-
term (having a maturity of 60 days or less) debt securities are valued at
amortized cost.

Puts and calls are valued at the last sales price therefor, or, if
there are no transactions, at the last reported sales price that is within
the spread between the closing bid and asked prices on the valuation date.
Futures are valued based on their daily settlement value. When a Fund
writes a call, an amount equal to the premium received is included in the
Fund's Statement of Assets and Liabilities as an asset, and an equivalent
amount is included in the liability section. The liability is adjusted
("marked-to-market") to reflect the current market value of the call. If
a call written by a Fund is exercised, the proceeds on the sale of the
underlying securities are increased by the premium received. If a call
or put written by a Fund expires on its stipulated expiration date, the
Fund will realize a gain equal to the amount of the premium received..
If a Fund enters into a closing transaction, it will realize a gain or
loss, depending on whether the premium was more or less than the
transaction costs, without regard to unrealized appreciation or
depreciation on the underlying securities. If a put held by a Fund is
exercised by it, the amount the Fund receives on its sale of the
underlying investment is reduced by the amount of the premium paid by the
Fund.

PORTFOLIO INFORMATION

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
From commencement of For the five year period For the fiscal
operations* to 10/31/94 ended 10/31/94 year ended 10/31/94
Reflecting Without Reflecting Without Reflecting Without
Deduction Deduction Deduction Deduction Deduction Deduction
of of of of of of
Maximum Maximum Maximum Maximum Maximum Maximum
Sales Sales Sales Sales Sales Sales
Charge Charge Charge Charge Charge Charge
<S> <C> <C> <C> <C> <C> <C>
Growth and Income(1)
Class A 7.67%(2) 9.82% N/A N/A 2.39%(2) 8.64%
Class B 4.49 7.54 N/A N/A 3.48 7.96
Class C 7.50 7.50 N/A N/A 7.01 7.91
Opportunity(2)
Class A 14.20(2) 15.37 13.36(2) 14.71 2.17(2) 8.41
Class B 3.14 6.55 N/A N/A 2.84 7.84
Class C 6.49 6.49 N/A N/A 6.78 7.78
Small Capitalization
Class A 11.55(2) 12.69 11.64(2) 12.97 -5.71(2) .04
Class B -1.24 2.00 N/A N/A -4.99 .39
Class C 1.95 1.95 N/A N/A -1.43 .51
</TABLE>

*The funds commenced operations on the following dates: Growth and Income
- - 11/4/91; Opportunity - 1/1/89; and Small
Capitalization 1/1/89. Class B and C shares of the Funds were initially
offered on 9/2/93.
(1)Return shown reflects the waiver of advisory fees; without such waiver,
the average annual total return would have been lower.
(2)These numbers have been restated to reflect the maximum sales charge of
5.75% as if it had been in effect throughout the above periods.

The preceding table assumes that a $l,000 payment was made at the
beginning of the period shown, that no further payments were made, that
any distributions from the assets of each Fund were reinvested. The table
reflects the historical rates of return and deductions for all charges,
expenses and fees of each Fund.

Total returns quoted in advertising reflect all aspects of a Fund's
return including the effect of reinvesting dividends and capital gain
distributions, and any change in a Fund's net asset value per share over
the period. Average annual returns are calculated by determining the
growth or decline in value of a hypothetical investment in a fund over a
stated period, and then calculating the annually compounded percentage
rate that would have produced the same result if the rate of growth or
decline in value had been constant over the period. For example, a
cumulative return of 100% over ten years would produce an average annual
return of 7.18%, which is the steady annual return that would equal 100%
growth on a compounded basis in ten years.

In addition to average annual returns, a Fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount and may be
calculated for a single investment, a series of investments and/or a
series of redemptions over any time period. Total returns and other
performance information may be quoted numerically or in a table, graph or
similar illustration. Total returns may be quoted with or without taking
a Fund's sales charge into account. Excluding a Fund's sales charge from
a total return calculation produces a higher total return figure.

The cumulative total return on an investment made in shares of the
Funds for the period from commencement of public sale through October 31,
1994 is as follows:

AGGREGATE TOTAL RETURN(1)

<TABLE>
<CAPTION>
From commencement of For the five year period
operations* to 10/31/94 ended 10/31/94
Reflecting Without Reflecting Without
Deduction Deduction Deduction Deduction
of of of of
Maximum Maximum Maximum Maximum
Sales Sales Sales Sales
Charge Charge Charge Charge
<S> <C> <C> <C> <C>
Growth and Income(1)
Class A 24.76%(2) 32.37% N/A N/A
Class B 5.24 8.84 N/A N/A
Class C 8.79 8.79 N/A N/A
Opportunity
Class A 117.03(2) 130.28 87.26(2) 98.68
Class B 3.66 7.66 N/A N/A
Class C 7.60 7.60 N/A N/A
</TABLE>

<TABLE>
<CAPTION>
From commencement of For the five year period
operations* to 10/31/94 ended 10/31/94
Reflecting Without Reflecting Without
Deduction Deduction Deduction Deduction
of of of of
Maximum Maximum Maximum Maximum
Sales Sales Sales Sales
Charge Charge Charge Charge
<S> <C> <C> <C> <C>
Small Capitalization
Class A 89.24(2) 100.79 73.46(2) 84.04
Class B 1.45 2.33 N/A N/A
Class C 2.27 2.27 N/A N/A
</TABLE>

*The funds commenced operations on the following dates: Growth and Income
- - 11/4/91; Opportunity - 1/1/89; and Small Capitalization - 1/1/89. Class
B and C shares of the funds were initially offered on 9/2/93.
(1)Total return shown in the table above reflects the waiver of advisory
fees and/or assumption of expenses by the prior adviser. Without such
waivers and/or assumptions, cumulative total return for the Growth and
Income Fund would have been lower.
(2)These numbers have been restated to reflect the maximum sales charge of
5.75% as if it had been in effect throughout the above periods.

From time to time the Funds may refer in advertisements to rankings
and performance statistics published by (1) recognized mutual fund
performance rating services including but not limited to Lipper Analytical
Services, Inc. and Morningstar, Inc., (2) recognized indexes including but
not limited to the Standard & Poor's Composite Stock Price Indexes,
Russell 2000 Index, Dow Jones Industrial Average and the Consumer Price
Index, and (3) Money Magazine and other financial publications including
but not limited to magazines, newspapers and newsletters. Performance
statistics may include total returns, measures of volatility or other
methods of portraying performance based on the method used by the
publishers of the information. In addition, comparisons may be made
between yields on certificates of deposit and U.S. government securities
and corporate bonds, and may refer to current or historic financial or
economic trends or conditions.

The performance of the Funds may be compared to the performance of
other mutual funds in general, or to the performance of particular types
of mutual funds. These comparisons may be expressed as mutual fund
rankings prepared by Lipper Analytical Services, Inc. ("Lipper") and
Morningstar, Inc. ("Morningstar"), independent services located in Summit,
New Jersey and Chicago, Illinois, respectively, that monitor the
performance of mutual funds. Lipper and Morningstar generally rank funds
on the basis of total return, assuming reinvestment of distributions, but
do not take sales charges or redemption fees into consideration, and are
prepared without regard to tax consequences. In addition to the mutual
fund rankings, performance may be compared to mutual fund performance
indices prepared by Lipper.

From time to time, a Fund's performance also may be compared to other
mutual funds tracked by financial or business publications and
periodicals, For example, the Fund may quote Morningstar ratings in its
advertising materials. Morningstar rates mutual funds on a one star to
five star scale on the basis of risk-adjusted performance.

The Distributor may provide information designed to help individuals
understand their investment goals and explore various financial strategies
such as general principles of investing, such as asset allocation,
diversification, risk tolerance; goal setting; and a questionnaire
designed to help create a personal financial profile.

Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States, including
common stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on CPI), and combinations of
various capital markets. The performance of these capital markets is
based on the returns of different indices.

The Distributor may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with the
security types in any capital market may or may not correspond directly
to those of the Funds. The Funds may also compare performance to that of
other compilations or indices that may be developed and made available in
the future.

In advertising materials, the Distributor may reference or discuss
its products and services, which may include: other Oppenheimer funds;
retirement investing; brokerage products and services; the effects of
dollar-cost averaging and saving for college; and the risk of marketing
timing. In addition, the Distributor may quote financial or business
publications and periodicals, including model portfolios or allocations,
as they relate to fund management, investment philosophy, and investment
techniques. the Distributor may also reprint, and use as advertising and
sales literature, articles from a quarterly magazine provided free of
charge to Oppenheimer fund shareholders.

The Funds may present their fund number, Quotron symbol, CUSIP
number, and discuss or quote their current portfolio manager.

Volatility. The Funds may quote various measures of volatility and
benchmark correlation in advertising. In addition, the Funds may compare
these measures to those of other funds. Measures of volatility seek to
compare a fund's historical share price fluctuations or total returns to
those of a benchmark. Measures of benchmark correlation indicate how
valid a comparative benchmark may be. All measures of volatility and
correlation are calculated using averages of historical data.

Momentum Indicators indicate the Funds' price movements over specific
periods to time. Each point on the momentum indicator represents the
Fund's percentage change in price movements over that period.

The Funds may advertise examples of the effects of periodic
investment plans, including the principle of dollar cost averaging. In
such a program, an investor invests a fixed dollar amount in a fund at
periodic intervals, thereby purchasing fewer shares when prices are high
and more shares when prices are low. While such a strategy does not
assure a profit or guard against a loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers of
shares are purchased at the same intervals, In evaluating such a plan,
investors should consider their ability to continue purchasing shares
during period of low price levels.

The Fund may be available for purchase through retirement plans or
other programs offering deferral of or exemption from income taxes, which
may produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-
tax value of $1,949 after ten years, assuming tax was deducted from the
return each year at a 28% rate. An equivalent tax-deferred investment
would have an after-tax value of $2,100 after ten years, assuming tax was
deducted at a 31% rate from the tax-deferred earnings at the end of the
ten-year plan.

DISTRIBUTION AND SERVICE PLANS

Each Fund entered into an Amended and Restated Distribution and
Service Plan and Agreement as of November 22, 1995 (a "Plan") with
Oppenheimer Funds Distributor, Inc. (the "Distributor") with respect to
each Class of shares (the "Plans"). The Plans were approved on June 22,
1995 by the Trustees, including the non-interested Trustees, and by the
shareholders of each class of shares of the Funds at a meeting held for
that purpose on November 3, 1995.

The fees under each Plan consist of a service fee at the annual rate
of .25% of the average net assets of the shares and a distribution fee
which will be at the annual rate of .25% of the average net assets of
Class A shares of the Opportunity and Small Capitalization Funds and at
the annual rate of .15% of the average net assets of Class A shares of the
Growth and Income Fund and at the annual rate of .75% of the average net
assets of Class B and Class C shares of each of the Funds.

The Distributor is authorized under the Plans to pay broker dealers,
banks or other entities (the "Recipients") that render assistance in the
distribution of shares or provide administrative support with respect to
shares held by customers. The service fee payments made under the Plans
will compensate the Distributor and the Recipients for providing
administrative support with respect to shareholder accounts. The
distribution fee payments made under the Plans will compensate the
Distributor and the Recipients for providing distribution assistance in
connection with the sale of Fund shares.

The Plans provide that payments may be made by the Manager or by the
Distributor to the Recipients from its own resources or from borrowings.
The Distributor and the Manager may, in their sole discretion, increase
or decrease the amount of payments they make from their own resources to
Recipients.

The Plans may not be amended to increase materially the amount of
payments to be made without the approval of the relevant class of
shareholders of each Fund. In addition, because Class B shares of each
Fund automatically convert into Class A shares after six years, each Fund
is required to obtain the approval of Class B as well as Class A
shareholders for the proposed amendment to the Class A Plan that would
materially increase the amount to be paid by Class A shareholders under
the Class A Plan. Such approval must be by a "majority" of the Class A
and Class B shares (as defined in the Investment Company Act), voting
separately by class. All material amendments must be approved by the
Independent Trustees.

While the Plans are in effect, the Treasurer of the Trust shall
provide separate written reports to the Trust's Board of Trustees at least
quarterly on the amount of all payments made pursuant to each Plan, the
purpose for which the payment was made and the identity of each Recipient
that received any such payment. Those reports, including the allocations
on which they are based, will be subject to the review and approval of the
Independent Trustees in the exercise of their fiduciary duty. Each Plan
further provides that while it is in effect, the selection and nomination
of those Trustees of the Fund who are not "interested persons" of the Fund
is committed to the discretion of the Independent Trustees. This does not
prevent the involvement of others in such selection and nomination if the
final decision on any such selection or nomination is approved by a
majority of such Independent Trustees.

Under the Plans, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Fund shares held by the
Recipient for itself and its customers does not exceed a minimum amount,
if any, that may be determined from time to time by a majority of the
Fund's Independent Trustees. Initially, the Board of Trustees has set the
fee at the maximum rate and set no minimum amount.

Each Plan will remain in effect only if its continuance is
specifically approved at least annually by the vote of both a majority of
the Trustees and a majority of the non-interested Trustees who have no
direct or indirect individual financial interest in the operation of the
Plans or any agreements related thereto (the "Qualified Trustees"). The
Plans may be terminated at any time by vote of a majority of the Qualified
Trustees or by a vote of a majority of the relevant class of Shares of a
Fund. In the event of such termination, the Board including the Qualified
Trustees shall determine whether the Distributor is entitled to payment
by a Fund of all or a portion of the service fee and/or the distribution
fee with respect to shares sold prior to the effective date of such
termination.

The service fee and the distribution fee payable under the Plans are
subject to reduction or elimination under the limits imposed by the Rules
of Fair Practice of the National Association of Securities Dealers, Inc.
("NASD Rules"). The Plans are intended to comply with NASD Rules and Rule
12b-1 adopted under the 1940 Act. Rule 12b-1 requires that the selection
and nomination of Trustees who are not "interested persons" of the Trust
be committed to the discretion of the Qualified Trustees and that the
Trustees receive quarterly reports on the payments made under the Plans
and the purposes for those payments.

The Prior Plans From their inception date of the Funds through November
22, 1995, OpCap Distributors (formerly known as Quest for Value
Distributors) served as Distributor to the Funds and provided distribution
services pursuant to plans adopted under the 1940 Act (the "Prior Plans").
The total distribution fees accrued or paid by Class A shares for the
fiscal year ended October 31, 1994 of the Growth and Income, Opportunity
and Small Capitalization under the Prior Plans were $116,449, $683,116 and
$576,382, respectively. For the fiscal year ended October 31, 1994, the
total distribution fees accrued or paid by Class B and C shares of the
Funds under the Prior Plans were as follows:

Growth
and Small
Income Opportunity Capitalization

Class B $15,858 $162,157 $94,008
Class C $ 2,983 $ 27,089 $13,806

OpCap Distributors has estimated that it spent approximately the
following amounts with respect to Class A, B and C shares of the Growth
and Income, Opportunity and Small Capitalization Funds for the fiscal
year ended October 31, 1994:

<TABLE>
<CAPTION>
Printing and
mailing of
Sales Prospectuses to
Material other than Compensation
and current Compensation to Sales
Advertising shareholders to Dealers Personnel Other(1)
<S> <C> <C> <C> <C> <C>
Growth and Income
Class A 55,994 32,579 69,870 128,048 71,899
Class B 29,750 18,428 106,494 70,120 39,559
Class C 25,171 15,482 2,743 59,158 33,396
Opportunity
Class A 215,216 134,388 478,181 521,804 288,719
Class B 94,246 66,618 1,568,469 239,105 134,245
Class C 36,620 23,856 54,228 88,890 49,933
Small Capitalization
Class A 229,352 140,138 432,263 533,336 305,408
Class B 51,009 32,833 598,280 121,008 69,322
Class C 30,312 19,491 27,164 72,542 41,120

(1)Includes cost of telephone and overhead.
</TABLE>

During the fiscal year ended October 31, 1994, OpCap Distributors
received the following compensation with respect to the Funds:

Portion of Sales
Charge on Compensation
Class A Shares on Redemptions

Opportunity $158,717 $21,000
Small Capitalization $107,379 $10,000
Growth and Income $8,014 $1,000

For the fiscal year ended October 31, 1994, OpCap Distributors paid
the following amounts in distribution and service fees to Oppenheimer &
Co., Inc., an affiliated broker-dealer, with respect to the Funds:

Distribution and
Service Fees Paid to
Fund Oppenheimer & Co., Inc.

Growth and Income $10,684
Opportunity $180,536
Small Capitalization $186,468

ADDITIONAL INFORMATION

Description of the Trust. The Trust was formed under the laws of
Massachusetts on April 17, 1987. It is not contemplated that regular
annual meetings of shareholders will be held. Shareholders of each Fund
have the right, upon the declaration in writing or vote by a majority of
the outstanding shares of the Fund, to remove a Trustee. The Trustees
will call a meeting of shareholders to vote on the removal of a Trustee
upon the written request of the record holders (for at least six months)
of 10% of its outstanding shares. In addition, 10 shareholders holding
the lesser of $25,000 or 1% of a Fund's outstanding shares may advise the
Trustees in writing that they wish to communicate with other shareholders
of that Fund for the purpose of requesting a meeting to remove a Trustee.
The Trustees will then either give the applicants access to the Fund's
shareholder list or mail the applicants' communication to all other
shareholders at the applicants' expense.

When issued, shares of each class are fully paid and have no
preemptive, conversion or other subscription rights. Each class of shares
represents identical interests in the applicable Fund's investment
portfolio. As such, they have the same rights, privileges and
preferences, except with respect to: (a) the designation of each class,
(b) the effect of the respective sales charges, if any, for each class,
(c) the distribution fees borne by each class, (d) the expenses allocable
exclusively to each class, (e) voting rights on matters exclusively
affecting a single class and (f) the exchange privilege of each class.
Upon liquidation of the Trust or any Fund, shareholders of each class of
shares of a Fund are entitled to share pro rata in the net assets of that
class available for distribution to shareholders after all debts and
expenses have been paid. The shares do not have cumulative voting rights.

The assets received by the Trust on the sale of shares of each Fund
and all income, earnings, profits and proceeds thereof, subject only to
the rights of creditors, are allocated to each Fund, and constitute the
assets of such Fund. The assets of each Fund are required to be
segregated on the Trust's books of account. Expenses not otherwise
identified with a particular Fund will be allocated fairly among two or
more Funds by the Board of Trustees. The Trust's Board of Trustees has
agreed to monitor the portfolio transactions and management of each of the
Funds and to consider and resolve any conflict that may arise.

The Declaration of Trust contains an express disclaimer of
shareholder liability for each Fund's obligations, and provides that each
Fund shall indemnify any shareholder who is held personally liable for the
obligations of that Fund. It also provides that each Fund shall assume,
upon request, the defense of any claim made against any shareholder for
any act or obligation of that Fund and shall satisfy any judgment thereon.
Thus, while Massachusetts law permits a shareholder of a trust (such as
the Trust) to be held personally liable as a partner under certain
circumstances, the risk of a shareholder incurring any financial loss on
account of shareholder liability is limited to the relatively remote
circumstance in which a Fund itself would be unable to meet the
obligations described above.

Possible Additional Portfolio Series. If additional Funds are
created by the Board of Trustees, shares of each such Fund will be
entitled to vote as a group only to the extent permitted by the 1940 Act
(see below) or as permitted by the Board of Trustees.

Under Rule 18f-2 of the 1940 Act, any matter required to be submitted
to a vote of shareholders of any investment company which has two or more
series outstanding is not deemed to have been effectively acted upon
unless approved by the holders of a "majority" (as defined in that Rule)
of the voting securities of each series affected by the matter. Such
separate voting requirements do not apply to the election of trustees or
the ratification of the selection of accountants. Approval of an
investment management or distribution plan and a change in fundamental
policies would be regarded as matters requiring separate voting by each
Fund. The Rule contains provisions for cases in which an advisory
contract is approved by one or more, but not all, series. A change in
investment policy may go into effect as to one or more series whose
holders so approve the change even though the required vote is not
obtained as to the holders of other affected series.

Distribution Agreement. Under the General Distributor's Agreement
between the Trust and the Distributor, the Distributor acts as the Trust's
agent in the continuous public offering of each class of its shares.
Expenses normally attributable to sales, other than those paid under the
Plans, are borne by the Distributor.

Independent Accountants. Price Waterhouse LLP, 1177 Avenue of the
Americas, New York, New York, are the independent accountants of each
Fund; their services include examining the annual financial statements of
each Fund as well as other related services.

Custodian. State Street Bank and Trust Company acts as custodian of
the assets of the Trust.

Transfer Agent and Shareholder Servicing Agent. Shareholder
Services, Inc., a subsidiary of the Manager, acts as transfer agent and
shareholder servicing agent of the Trust.

Shareholder Servicing Agent for Certain Shareholders. Unified
Management Corporation (1-800-346-4601) is the shareholder servicing agent
of the Funds for former shareholders of the AMA Family of Funds and
clients of AMA Investment Advisers, Inc. (which had been the investment
advisor of AMA Family of Funds) who acquire shares of any Quest Funds, and
for former shareholders of the Unified Funds and Liquid Green Trusts,
accounts which participated or participate in a retirement plan for which
Unified Investment Advisers, Inc. or an affiliate acts as custodian or
trustee, accounts which have a Money Manager brokerage account, and other
accounts for which Unified Management Corporation is the dealer of record.

Distribution Options. Shareholders may change their distribution
options by giving the Transfer Agent three days prior notice in writing.

Tax Information. The Federal tax treatment of the Funds' dividends
and distributions is explained in the Prospectus under the heading "Tax
Status." A Fund will be subject to a nondeductible 4% excise tax to the
extent that it fails to distribute by the end of any calendar year
substantially all its ordinary income for that year and capital gains for
the one year period ending on October 31 of that year.

Capital Loss Carryovers. For the fiscal year ended October 31, 1994,
the Growth and Income Fund will utilize $188,067 of net capital loss
carryovers. At October 31, 1994, the Growth and Income Fund had net
capital loss carryovers of $791,899 of which $558,150, $117,811 and
$55,938 will be available through the fiscal years ending 1995, 1996 and
2000, respectively, to offset future net capital gains, to the extent
provided by regulations. However, these loss carryovers are further
limited by Internal Revenue Code Section 382 to $188,067 annually. To the
extent that these capital loss carryovers are used to offset future net
capital gains, it is probable that the gains so offset will not be
distributed to shareholders.

Retirement Plans. The Distributor may print advertisements and
brochures concerning retirement plans, lump sum distributions and 401-k
plans. These materials may include descriptions of tax rules, strategies
for reducing risk and descriptions of the 401-k program offered by the
Distributor. From time to time hypothetical investment programs
illustrating various tax-deferred investment strategies will be used in
brochures, sales literature, and omitting prospectuses. The following
examples illustrate the general approaches that will be followed. These
hypotheticals will be modified with different investment amounts,
reflecting the amounts that can be invested in different types of
retirement programs, different assumed tax rates, and assumed rates of
return. They should not be viewed as indicative of past or future perfor-
mance of any Oppenheimer products.

<TABLE>
<CAPTION>
Benefits of Long Term Tax-Free Benefits of Long Term Tax-Free
Compounding - Single Sum Compounding - Periodic Investment
Amount of Contribution: $100,000 Amount Invested Annually: $2,000
Rates of Return Rates of Return
Years 8.00% 10.00% 12.00% Years 8.00% 10.00% 12.00%
Value at End Value at End
<S> <C> <C> <C> <C> <C> <C> <C>
5 $ 146,933 $ 161,051 $ 176,234 5 $ 12,672 $ 13,431 $ 14,230
10 $ 215,892 $ 259,374 $ 310,585 10 $ 31,291 $ 35,062 $ 39,309
15 $ 317,217 $ 417,725 $ 547,357 15 $ 58,649 $ 69,899 $ 83,507
20 $ 466,096 $ 672,750 $ 964,629 20 $ 98,846 $126,005 $161,397
25 $ 684,848 $1,083,471 $1,700,006 25 $157,909 $216,364 $298,668
30 $1,006,266 $1,744,940 $2,995,992 30 $244,692 $361,887 $540,585
</TABLE>

<TABLE>
<CAPTION>
Comparison of Taxable and Tax-Free Investing - Periodic Investments (Assumed Tax Rate: 28%)
Amount of Annual Contribution (Pre-Tax): $2,000 Annual Contribution (After Tax): $1,440
Tax Deferred Rates of Return Fully Taxed Rates of Return
Years 8.00% 10.00% 12.00% Years 5.76% 7.20% 8.64%
Value at End Value at End
<S> <C> <C> <C> <C> <C> <C> <C>
5 $ 12,672 $ 13,431 $ 14,230 5 $ 8,544 $ 8,913 $ 9,296
10 $ 31,291 $ 35,062 $ 39,309 10 $ 19,849 $ 21,531 $ 23,364
15 $ 58,649 $ 69,899 $ 83,507 15 $ 34,807 $ 39,394 $ 44,654
20 $ 98,846 $126,005 $161,397 20 $ 54,598 $ 64,683 $ 76,874
25 $157,909 $216,364 $298,668 25 $ 80,785 $100,485 $125,635
30 $244,692 $361,887 $540,585 30 $115,435 $151,171 $199,492
</TABLE>

<TABLE>
<CAPTION>
Comparison of Tax Deferred Investing -- Deducting Taxes at End
(Amount of Tax Rate as End: 28%)
Amount of Annual Contribution: $2,000

Tax Deferred Rates of Return
Years 8.00% 10.00% 12.00%
Value at End
<S> <C> <C> <C>
5 $ 11,924 $ 12,470 $ 13,046
10 $ 28,130 $ 30,485 $ 33,903
15 $ 50,627 $ 58,728 $ 68,525
20 $ 82,369 $101,924 $127,406
25 $127,694 $169,782 $229,041
30 $192,978 $277,359 $406,021
</TABLE>

<PAGE>

APPENDIX A -- RATINGS

Description of Moody's corporate ratings

Aaa. Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.

Aa. Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities,
or fluctuation of protective elements may be of greater amplitude, or
there may be other elements present which made the long-term risks appear
somewhat larger than in Aaa securities.

A. Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa. Bonds which are rated Baa are considered as medium grade
obligations, (i.e.; they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba. Bonds which are rated Ba are judges to have speculative elements
and their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate, and
therefore not well safeguarded during both good and bad times.
Uncertainty of position characterizes bonds in this class.

B. Bonds which are rated B generally lack the characteristics of a
desirable investment. Assurance of interest and principal payments or of
other terms of the contract over long periods may be small.

Caa. Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be elements of danger present with respect to
principal or interest.

Ca. Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.

C. Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Description of S&P's corporate ratings

AAA. Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.

AA. Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in small
degree.

A. Debt rated A has a strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

BBB. Debt rated BBB is regarded as having adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category.

BB. Debt rated BB has less near-term vulnerability to default than
other speculative grade debt. However, it faces major ongoing
uncertainties or exposure to adverse business, financial or economic
conditions which could lead to inadequate capacity to meet timely interest
and principal payment. The BB rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BBB-
rating.

B. Debt rated B has a greater vulnerability to default but presently
has the capacity to meet interest and principal payments. Adverse
business, financial or economic conditions would likely impair capacity
or willingness to pay interest and repay principal. The B rating category
is also used for debt subordinated to senior debt that is assigned an
actual or implied BB or BB- rating

CCC. Debt rated CCC has a current identifiable vulnerability to
default and is dependent upon favorable business, financial and economic
conditions to meet timely payments of principal. In the event of adverse
business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied CCC rating.

CC. The rating CC is typically applied to debt subordinated to
senior debt that is assigned an actual or implied CCC rating.

C. The rating C is typically applied to debt subordinated to senior
debt that is assigned an actual or implied CCC- debt rating. The C rating
may be used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.

CI. The rating CI is reserved for income bonds on which no interest
is being paid.

D. Debt rated D is in payment default. The D rating category is
used when interest payments or principal payments are not made on the date
due even if the applicable grace period has not expired, unless S & P
believes that such payments will be made during such grace period. The
D rating also will be used upon the filing of a bankruptcy petition if
debt service payments are jeopardized.

Description of Commercial Paper Ratings

Commercial paper rated Prime-1 by Moody's are judged by Moody's to
be of the best quality. Their short-term debt obligations carry the
smallest degree of investment risk. Margins of support for current
indebtedness are large or stable with cash flow and asset protection well
assured. Current liquidity provides ample coverage of near-term
liabilities and unused alternative financing arrangements are generally
available. While protective elements may change over the intermediate or
longer term, such changes are most unlikely to impair the fundamentally
strong position of short-term obligations.

Issuers (or related supporting institutions) rated Prime-2 have a
strong capacity for repayment of short-term promissory obligations. This
will normally be evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios, while sound,
will be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

Commercial paper rated A by S&P have the following characteristics.
Liquidity ratios are better than industry average. Long-term debt rating
is A or better. The issuer has access to at least two additional channels
of borrowing. Basic earnings and cash flow are in an upward trend.
Typically, the issuer is a strong company in a well-established industry
and has superior management. Issuers rated A are further refined by use
of numbers 1, 2, and 3 to denote relative strength within this highest
classification. Those issuers rated A-1 that are determined by S&P to
possess overwhelming safety characteristics are denoted with a plus (+)
sign designation.

Fitch's commercial paper ratings represent Fitch's assessment of the
issuer's ability to meet its obligations in a timely manner. The assess-
ment places emphasis on the existence of liquidity. Ratings range from
F-1+ which represents exceptionally strong credit quality to F-4 which
represents weak credit quality.

Duff & Phelps' short-term ratings apply to all obligations with
maturities of under one year, including commercial paper, the uninsured
portion of certificates of deposit, unsecured bank loans, master notes,
bankers acceptances, irrevocable letters of credit and current maturities
of long-term debt. Emphasis is placed on liquidity. Ratings range from
Duff 1+ for the highest quality to Duff 5 for the lowest, issuers in
default. Issues rated Duff 1+ are regarded as having the highest
certainty of timely payment. Issues rated Duff 1 are regarded as having
very high certainty of timely payment.

<PAGE>
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees of
Quest for Value Family of Funds:

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Opportunity Fund, the Small
Capitalization Fund, the Growth and Income Fund, the U.S. Government Income
Fund, and the Investment Quality Income Fund (constituting part of Quest for
Value Family of Funds, hereafter referred to as the "Fund") at October 31, 1994,
the results of each of their operations for the year then ended, the changes in
each of their net assets for each of the two years in the period then ended and
the financial highlights for each of the periods indicated, in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at October 31, 1994 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received, provide
a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
December 16, 1994

<PAGE>

OCTOBER 31, 1994
- ---------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
QUEST FOR VALUE FUND, INC.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- --------------------------------------------------------------------------
<S> <C> <C>
U.S. TREASURY BILLS -- 0.1%
$ 350,000 5.06%, 4/06/95
(cost -- $342,326) $ 342,031
------------
<CAPTION>
SHORT-TERM CORPORATE NOTES -- 10.7%
BANKING -- 3.3%
$ 8,632,000 Norwest Financial, Inc.
4.95%, 12/05/94 $ 8,591,645
------------
ENERGY -- 0.8%
2,000,000 Chevron Oil Finance Co.
4.91%, 11/28/94 1,992,635
------------
INSURANCE -- 0.9%
2,300,000 Prudential Funding Corp.
4.85%, 11/14/94 2,295,972
------------
MACHINERY & ENGINEERING -- 3.1%
7,900,000 Deere (John) Capital Corp.
4.92%, 11/07/94 7,893,522
------------
MISCELLANEOUS FINANCIAL SERVICES -- 2.6%
1,470,000 Beneficial Corp.
4.88%, 11/21/94 1,466,015
1,300,000 Commercial Credit Co.
4.85%, 11/21/94 1,296,497
4,000,000 Household Finance Corp.
4.97%, 12/01/94 3,983,433
------------
6,745,945
------------
Total Short-Term Corporate Notes
(cost -- $27,519,719) $ 27,519,719
------------
CONVERTIBLE CORPORATE BONDS -- 0.8%
REAL ESTATE
$ 2,310,156 Security Capital Realty, Inc.
12.00%, 6/30/14
(cost -- $2,177,494) (A) $ 1,997,340
------------
CONVERTIBLE PREFERRED STOCKS -- 1.1%
METALS/MINING
60,000 Freeport McMoRan, Inc.
$4.375 Conv. Pfd.
(cost -- $2,654,325) $ 2,880,000
------------
COMMON STOCKS -- 88.0%
AEROSPACE -- 10.1%
215,000 AlliedSignal, Inc. $ 7,444,375
129,000 Martin Marietta Corp. 5,917,875
59,000 McDonnell Douglas Corp. 8,319,000
90,000 Sundstrand Corp. 4,095,000
------------
25,776,250
------------
BANKING -- 6.1%
75,000 Citicorp 3,581,250
68,000 First Interstate Bancorp 5,440,000
120,810 Mellon Bank Corp. 6,720,056
------------
15,741,306
------------
CHEMICALS -- 3.1%
27,000 Hercules, Inc. 3,152,250
64,000 Monsanto Co. 4,872,000
------------
8,024,250
------------
CONGLOMERATES -- 1.7%
90,200 General Electric Co. 4,408,525
------------
CONSUMER PRODUCTS -- 7.5%
80,000 Avon Products, Inc. 5,060,000
252,000 Hasbro, Inc. 8,316,000
50,000 Unilever N.V. 5,937,500
------------
19,313,500
------------
DRUGS & MEDICAL PRODUCTS -- 5.4%
213,000 Becton, Dickinson & Co. 10,064,250
48,000 Warner-Lambert Co. 3,660,000
------------
13,724,250
------------
ELECTRONICS -- 2.6%
177,000 Arrow Electronics, Inc.* 6,681,750

INSURANCE -- 20.5%
82,000 American International Group, Inc. 7,677,250
411,000 EXEL Ltd. 16,183,125
38,500 General Reinsurance Corp. 4,312,000
205,000 John Alden Financial Corp. 6,150,000
202,500 Progressive Corp., Ohio 7,695,000
101,000 Transamerica Corp. 4,961,625
121,000 UNUM Corp. 5,550,875
------------
52,529,875
------------
MANUFACTURING -- 4.2%
260,000 Case Corp. 5,460,000
290,000 Pall Corp. 5,256,250
------------
10,716,250
------------
<FN>
* Non-income producing security.
</TABLE>
B-1
<PAGE>
OCTOBER 31, 1994
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
QUEST FOR VALUE FUND, INC. (cont'd)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
SHARES VALUE
- -------------------------------------------------------------------------
<C> <S> <C>
METALS/MINING -- 1.7%
2,844 Freeport McMoRan, Copper & Gold (Class A) $ 64,701
227,000 Freeport McMoRan, Inc. 4,171,125
------------
4,235,826
------------
MISCELLANEOUS FINANCIAL SERVICES -- 9.9%
200,000 American Express Co. 6,150,000
340,000 Countrywide Credit Industries, Inc. 5,015,000
152,000 Federal Home Loan Mortgage Corp. 8,284,000
90,000 Morgan Stanley Group, Inc. 5,883,750
------------
25,332,750
------------
REAL ESTATE -- 1.1%
3,050 Security Capital Realty, Inc. (A) 2,758,036
------------
RETAIL -- 3.5%
213,000 May Department Stores Co. 8,014,125
21,000 Mercantile Stores Co., Inc. 955,500
------------
8,969,625
------------
TECHNOLOGY -- 3.1%
127,000 Intel Corp. 7,889,875
------------
TELECOMMUNICATIONS -- 1.9%
344 Bell Atlantic Corp. 18,017
145,200 Sprint Corp. 4,737,150
------------
4,755,167
------------
TEXTILES/APPAREL -- 2.1%
280,600 Warnaco Group, Inc. (Class A)* 5,296,325
------------
TOBACCO/BEVERAGES/FOOD PRODUCTS -- 3.5%
116,000 Dole Food Co. $ 3,117,500
240,000 Sara Lee Corp. 5,910,000
------------
9,027,500
------------
Total Common Stocks
(cost -- $192,374,371) $225,181,060
------------
Total Investments
(cost -- $225,068,235) 100.7% $257,920,150
Other Liabilities in Excess of
Other Assets (0.7) (1,881,015)
----- ------------
TOTAL NET ASSETS 100.0% $256,039,135
----- ------------
----- ------------
OPPORTUNITY FUND

PRINCIPAL
AMOUNT VALUE
- -----------------------------------------------------------------------
<C> <S> <C>
SHORT-TERM CORPORATE NOTES -- 20.6%
AUTOMOTIVE -- 0.7%
$ 1,450,000 Ford Motor Credit Co.
4.91%, 11/28/94 $ 1,444,660
------------
BANKING -- 4.9%
10,600,000 Norwest Financial, Inc.
4.95%, 12/05/94 10,550,445
------------
CONGLOMERATES -- 0.5%
950,000 General Electric Capital Corp.
4.90%, 11/14/94 948,319
------------
ENERGY -- 3.5%
Chevron Oil Finance Co.
6,100,000 4.82%, 11/28/94 6,077,949
1,450,000 4.91%, 11/28/94 1,444,661
------------
7,522,610
------------
INSURANCE -- 0.6%
1,300,000 Prudential Funding Corp.
5.00%, 11/14/94 1,297,653
------------
<FN>
* Non-income producing security.
(A) Restricted Securities (the Fund will not bear any costs, including those
involved in registration under the Securities Act of 1933, in connection
with the disposition of these securities.):
VALUATION
DESCRIPTION DATE OF PAR SHARES UNIT AS OF
ACQUISITION AMOUNT COST OCTOBER 31,
1994
- --------------------------------------------------------------------------------
Security Capital Realty, Inc.
12.00%, 6/30/14 9/15/94 $2,310,156 -- $ .94 $ .86
Security Capital Realty, Inc.
Common Stock 9/15/94 -- 3,050 926 904
</TABLE>
B-2
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- --------------------------------------------------------
<S> <C> <C>
MACHINERY & ENGINEERING -- 1.8%
Deere (John) Capital Corp.
$ 800,000 4.83%, 11/21/94 $ 797,853
3,100,000 4.92%, 11/07/94 3,097,458
------------
3,895,311
------------
MISCELLANEOUS FINANCIAL SERVICES -- 8.6%
Beneficial Corp.
4,950,000 4.88%, 11/21/94 4,936,580
1,100,000 5.00%, 11/07/94 1,099,083
1,800,000 CIT Group Holdings, Inc.
5.05%, 11/07/94 1,798,485
1,200,000 Commercial Credit Co.
4.85%, 11/21/94 1,196,767
Household Finance Corp.
2,500,000 4.52%, 11/02/94 2,499,686
6,100,000 4.85%, 11/28/94 6,077,811
800,000 4.88%, 11/14/94 798,590
------------
18,407,002
------------
Total Short-Term Corporate Notes
(cost -- $44,066,000) $ 44,066,000
------------
U.S. TREASURY NOTES -- 1.5%
$ 1,000,000 7.50%, 11/15/01 $ 992,030
1,000,000 7.50%, 5/15/02 990,470
550,000 7.875%, 4/15/98 560,054
550,000 7.875%, 8/15/01 557,304
------------
Total U.S. Treasury Notes
(cost -- $3,149,370) $ 3,099,858
------------
CONVERTIBLE PREFERRED STOCKS -- 1.1%
METALS/MINING
50,000 Freeport McMoRan, Inc.
$4.375 Conv. Pfd.
(cost -- $2,211,938) $ 2,400,000
------------
COMMON STOCKS -- 76.5%
AEROSPACE -- 8.9%
115,000 McDonnell Douglas Corp. $ 16,215,000
60,000 Sundstrand Corp. 2,730,000
------------
18,945,000
------------
BANKING -- 15.2%
120,000 Citicorp $ 5,730,000
34,000 First Empire State Corp. 5,108,500
226,000 Mellon Bank Corp. 12,571,250
10,000 U.S. Bancorp 240,000
60,000 Wells Fargo & Co. 8,917,500
------------
32,567,250
------------
CHEMICALS -- 4.7%
75,000 Hercules, Inc. 8,756,250
18,000 Monsanto Co. 1,370,250
------------
10,126,500
------------
CONSUMER PRODUCTS -- 3.8%
60,000 Avon Products, Inc. 3,795,000
50,000 Hasbro, Inc. 1,650,000
92,500 Mattel, Inc. 2,705,625
------------
8,150,625
------------
DRUGS & MEDICAL PRODUCTS -- 5.9%
120,000 Becton, Dickinson & Co. 5,670,000
90,000 Warner-Lambert Co. 6,862,500
------------
12,532,500
------------
ENERGY -- 5.4%
139,200 Tenneco, Inc. 6,159,600
149,300 Triton Energy Corp.* 5,300,150
------------
11,459,750
------------
HEALTHCARE SERVICES -- 2.9%
435,000 National Health
Laboratories, Inc. 6,253,125
------------
INSURANCE -- 5.3%
160,000 EXEL Ltd. 6,300,000
60,000 Transamerica Corp. 2,947,500
60,000 Travelers, Inc. 2,085,000
------------
11,332,500
------------
MANUFACTURING -- 1.3%
160,000 Collins & Aikman Corp.* 1,420,000
100,100 Shaw Industries, Inc. 1,463,962
------------
2,883,962
------------
<FN>
* Non-income producing security.
</TABLE>
B-3
<PAGE>
OCTOBER 31, 1994
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
OPPORTUNITY FUND (cont'd)
<TABLE>
<CAPTION>
- --------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------
<S> <C> <C>
MISCELLANEOUS FINANCIAL SERVICES -- 16.5%
240,000 American Express Co. $ 7,380,000
321,700 Countrywide Credit
Industries, Inc. 4,745,075
210,000 Federal Home Loan Mortgage
Corp. 11,445,000
55,000 Federal National Mortgage
Assoc. 4,180,000
110,000 Lehman Brothers Holdings,
Inc. 1,705,000
90,000 Morgan Stanley Group, Inc. 5,883,750
------------
35,338,825
------------
TECHNOLOGY -- 4.8%
70,000 Alliant Techsystems, Inc.* 2,406,250
110,000 Intel Corp. 6,833,750
50,500 Unitrode Corp.* 972,125
------------
10,212,125
------------
TELECOMMUNICATIONS -- 1.8%
120,100 Sprint Corp. 3,918,263
------------
Total Common Stocks
(cost -- $149,478,552) $163,720,425
------------
Total Investments
(cost -- $198,905,860) 99.7% $213,286,283

Other Assets in Excess of
Other Liabilities 0.3 659,462
----- ------------
TOTAL NET ASSETS 100.0% $213,945,745
----- ------------
----- ------------
SMALL CAPITALIZATION FUND

PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
SHORT-TERM CORPORATE NOTES -- 8.5%
AUTOMOTIVE -- 0.7%
$1,038,000 Ford Motor Credit Co.
4.91%, 11/28/94 $ 1,034,178
------------
BANKING -- 5.0%
7,041,000 Norwest Financial, Inc.
4.95%, 12/05/94 7,008,083
------------
CONGLOMERATES -- 0.7%
930,000 General Electric Capital
Corp.
4.82%, 11/21/94 927,510
------------
INSURANCE -- 1.1%
$1,468,000 Prudential Funding Corp.
4.85%, 11/28/94 $ 1,462,660
------------
MISCELLANEOUS FINANCIAL SERVICES -- 1.0%
925,000 Beneficial Corp.
4.88%, 11/21/94 922,492
475,000 Federal National Mortgage
Assoc.
4.75%, 11/01/94 475,000
------------
1,397,492
------------
Total Short-Term Corporate Notes
(cost -- $11,829,923) $ 11,829,923
------------
CORPORATE NOTES & BONDS -- 0.7%
ENERGY -- 0.3%
$ 375,000 Global Marine, Inc.
12.75%, 12/15/99 $ 405,000
------------
PRINTING & PUBLISHING -- 0.4%
700,000 U.S. Banknote Corp.
10.375%, 6/01/02 602,000
------------
Total Corporate Notes & Bonds
(cost -- $1,104,862) $ 1,007,000
------------
CONVERTIBLE CORPORATE BONDS -- 0.9%
REAL ESTATE
$1,363,500 Security Capital Realty, Inc.
12.00%, 6/30/14
(cost -- $1,285,200) (A) $ 1,178,870
------------

SHARES VALUE
- ------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS -- 0.2%
RETAIL
36,000 Family Bargain Corp.
$0.95 Conv. Pfd.
(cost -- $360,000) $ 346,500
------------
COMMON STOCKS -- 86.3%
ADVERTISING -- 4.7%
100,000 Foote, Cone & Belding
Communications, Inc. 4,475,000
39,000 Omnicom Group, Inc. 2,076,750
------------
6,551,750
------------
AEROSPACE -- 1.2%
200,000 BE Aerospace, Inc.* 1,737,500
------------
AUTOMOTIVE -- 0.2%
126,000 Collins Industries, Inc.* 283,500
------------
BUILDING & CONSTRUCTION -- 3.9%
146,000 CRSS, Inc. 1,642,500
102,600 D.R. Horton, Inc. 1,346,625
120,000 Martin Marietta Materials,
Inc. 2,475,000
------------
5,464,125
------------
CHEMICALS -- 2.0%
141,400 OM Group, Inc. 2,828,000
------------
<FN>
* Non-income producing security.
</TABLE>

B-4
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------
SHARES VALUE
- -------------------------------------------------------
<S> <C> <C>
COMPUTER SERVICES -- 4.1%
147,700 BancTec, Inc.* $ 2,954,000
34,600 Globalink, Inc.* 484,400
90,000 National Data Corp. 1,867,500
70,000 Sudbury, Inc.* 481,250
------------
5,787,150
------------
DRUGS & MEDICAL PRODUCTS -- 3.6%
40,000 Beckman Instruments, Inc. 1,175,000
108,900 Sybron International Corp.* 3,770,662
------------
4,945,662
------------
ELECTRICAL EQUIPMENT -- 0.7%
80,000 Instrument Systems Corp.* 600,000
16,000 Marshall Industries* 418,000
------------
1,018,000
------------
ENERGY -- 9.5%
136,800 Aquila Gas Pipeline Corp. 1,043,100
195,500 BWIP Holdings, Inc. (Class
A) 3,519,000
330,155 Global Natural Resources,
Inc.* 2,476,162
125,000 Nahama & Weagant
Energy Co.* 54,687
137,500 Noble Drilling Corp.* 1,014,063
72,000 St. Mary Land &
Exploration Co. 967,500
65,000 Triton Energy Corp.* 2,307,500
92,530 UGI Corp. 1,862,166
------------
13,244,178
------------
HEALTHCARE SERVICES -- 1.7%
90,000 Community Health Systems,
Inc.* 2,362,500
------------
INSURANCE -- 3.3%
123,300 Financial Security Assurance
Holdings, Ltd. 2,758,838
112,500 Guaranty National Corp. 1,884,375
------------
4,643,213
------------

LEISURE -- 0.7%
43,700 Club Med, Inc. 977,787
------------
MANUFACTURING -- 6.8%
89,000 Collins & Aikman Corp.* 789,875
97,000 Exabyte Corp.* 2,134,000
50,000 Giddings & Lewis, Inc. 775,000
181,300 Interlake Corp.* 430,587
65,100 Masland Corp. 1,049,738
170,000 North American Watch Co. 2,210,000
85,600 Welbilt Corp.* 2,118,600
------------
9,507,800
------------
MEDIA/BROADCASTING -- 0.6%
25,000 Pulitzer Publishing Co. 893,750
------------
METALS/MINING -- 0.5%
50,000 Olympic Steel, Inc.* 737,500
------------
MISCELLANEOUS FINANCIAL SERVICES -- 3.6%
221,400 SafeCard Services, Inc. 3,542,400
100,800 Union Corp.* 1,499,400
------------
5,041,800
------------
PAPER PRODUCTS -- 0.7%
61,500 CSS Industries, Inc.* $ 1,022,438
------------
PRINTING & PUBLISHING -- 3.8%
72,000 Commerce Clearing House,
Inc. (Class B) 1,206,000
216,300 Nu-Kote Holdings, Inc.
(Class A)* 4,028,588
------------
5,234,588
------------
REAL ESTATE -- 10.6%
151,800 Cousins Properties, Inc. 2,352,900
44,000 Post Properties, Inc. 1,292,500
219,750 Property Trust of America 3,543,469
230,000 Security Capital Industrial
Trust, Inc. 3,507,500
1,800 Security Capital Realty,
Inc. (A) 1,627,848
239,000 Taubman Centers, Inc. 2,479,625
------------
14,803,842
------------
RETAIL -- 4.3%
190,000 AmeriCredit Corp.* 1,258,750
72,700 Brookstone, Inc.* 1,090,500
350,700 Cash America International,
Inc. 2,893,275
15,600 Finish Line, Inc. 113,100
52,500 Fred's, Inc. 603,750
------------
5,959,375
------------
SECURITY/INVESTIGATION SERVICES -- 0.5%
202,910 Automated Security Holdings
PLC ADS 532,639
498,184 Holmes Protection Group,
Inc. 187,409
------------
720,048
------------
TECHNOLOGY -- 8.1%
100,400 Dionex Corp.* 3,714,800
202,000 Rational Software Corp.* 505,000
130,000 Stratus Computer, Inc.* 4,842,500
113,100 Unitrode Corp.* 2,177,175
------------
11,239,475
------------
TEXTILES/APPAREL -- 3.5%
18,000 Blair Corp. 756,000
70,000 Dyersburg Corp. 437,500
42,700 Fab Industries, Inc. 1,318,363
128,000 Warnaco Group, Inc. (Class
A)* 2,416,000
------------
4,927,863
------------
TOBACCO/BEVERAGES/FOOD PRODUCTS -- 2.1%
70,900 Morningstar Group, Inc. 514,025
220,118 Sylvan Food Holdings, Inc.* 2,366,268
------------
2,880,293
------------
TRANSPORTATION -- 2.0%
183,700 Interpool, Inc.* 2,525,875
18,000 MTL, Inc. 279,000
------------
2,804,875
------------
UTILITIES -- 1.7%
221,200 Sithe Energies, Inc.* 2,322,600
------------
<FN>
* Non-income producing security.
</TABLE>
B-5
<PAGE>
OCTOBER 31, 1994
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
SMALL CAPITALIZATION FUND (cont'd)
<TABLE>
<CAPTION>
- -------------------------------------------------------
SHARES VALUE
- -------------------------------------------------------
<S> <C> <C>
OTHER -- 1.9%
142,000 McGrath RentCorp. $ 2,165,500
89,200 National Education Corp.* 434,850
------------
2,600,350
------------
Total Common Stocks
(cost -- $114,775,894) $120,539,962
------------
Total Investments
(cost -- $129,355,879) 96.6% $134,902,255
Other Assets in Excess of
Other Liabilities 3.4 4,687,545
----- ------------
TOTAL NET ASSETS 100.0% $139,589,800
----- ------------
----- ------------
GROWTH AND INCOME FUND
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
SHORT-TERM CORPORATE NOTES -- 13.5%
AUTOMOTIVE -- 3.4%
$ 1,150,000 Ford Motor Credit Co.
4.76%, 11/07/94 $ 1,149,088
------------
CONGLOMERATES -- 2.6%
885,000 General Electric Capital Corp.
4.72%, 11/04/94 884,652
------------
ENERGY -- 4.1%
1,415,000 Chevron Oil Finance Co.
4.70%, 11/01/94 1,415,000
------------
MISCELLANEOUS FINANCIAL SERVICES -- 3.4%
1,150,000 Household Finance Corp.
4.77%, 11/08/94 1,148,933
------------
Total Short-Term Corporate Notes
(cost -- $4,597,673) $ 4,597,673
------------
CORPORATE NOTES & BONDS -- 11.2%
CONTAINERS -- 3.0%
$ 1,000,000 Stone Container Corp.
11.875%, 12/01/98 $ 1,030,000
------------
ENERGY -- 3.8%
1,750,000 Triton Energy Corp.
Zero Coupon, 11/01/97 1,279,687
------------
TELECOMMUNICATIONS -- 4.4%
3,000,000 Nextel Communications, Inc.
0.00%/11.50%, 9/01/03** 1,515,000
------------
Total Corporate Notes & Bonds
(cost -- $4,187,052) $ 3,824,687
------------
CONVERTIBLE CORPORATE BONDS -- 6.2%
DRUGS & MEDICAL PRODUCTS -- 1.7%
$ 1,692,000 Alza Corp.
Zero Coupon, 7/14/14 $ 568,935
------------
MEDIA/BROADCASTING -- 4.5%
5,000,000 Time Warner, Inc.
Zero Coupon, 12/17/12 1,525,000
Total Convertible Corporate Bonds
(cost -- $2,173,746) $ 2,093,935
------------
- -------------------------------------------------------
SHARES VALUE
- -------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS -- 12.3%
ENERGY -- 5.4%
130,000 Gerrity Oil & Gas Corp.
$1.50 Conv. Pfd. $ 1,820,000
------------
RETAIL -- 2.2%
20,000 Venture Stores, Inc.
$3.25 Conv. Pfd. 760,000
------------
TOBACCO/BEVERAGES/FOOD PRODUCTS -- 4.7%
80,000 Flagstar Companies, Inc.
$2.25 Conv. Pfd. 1,590,000
------------
Total Convertible Preferred Stocks
(cost -- $4,878,620) $ 4,170,000
------------
COMMON STOCKS -- 52.6%
AEROSPACE -- 6.2%
15,000 McDonnell Douglas Corp. $ 2,115,000
------------
<FN>
* Non-income producing security.
** Represents a step-up floater which will receive 0.00% interest until 9/01/98,
then will "step-up"to 11.50% until maturity.
(A) Restricted Securities (the Fund will not bear any costs, including those
involved in registration under the Securities Act of 1933, in connection
with the disposition of these securities.):

VALUATION
AS OF
DATE OF PAR UNIT OCTOBER 31,
DESCRIPTION ACQUISITION AMOUNT SHARES COST 1994
- --------------------------------------------------------------------------------
Security Capital Realty, Inc.
12.00%, 6/30/14 6/16/94 $1,363,500 -- $ .94 $ .86
Security Capital Realty, Inc.
Common Stock 8/02/93 -- 1,800 684 904
</TABLE>
B-6
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------
SHARES VALUE
- --------------------------------------------------------
<S> <C> <C>
AUTOMOTIVE -- 3.2%
27,000 General Motors Corp. $ 1,066,500
------------
BANKING -- 2.7%
7,000 Citicorp 334,250
4,000 Wells Fargo & Co. 594,500
------------
928,750
------------
CONGLOMERATES -- 1.0%
20,000 Canadian Pacific Ltd. 320,000
------------
CONSUMER PRODUCTS -- 0.9%
5,000 Avon Products, Inc. 316,250
------------
ENERGY -- 3.1%
5,000 McMoRan Oil & Gas Corp. 18,750
20,000 Triton Energy Corp.* 710,000
15,000 Union Texas Petroleum
Holdings, Inc. 313,125
------------
1,041,875
------------
INSURANCE -- 7.0%
16,000 Equitable Co. 312,000
10,000 Progressive Corp., Ohio 380,000
35,000 TIG Holdings, Inc. 673,750
20,000 Travelers, Inc. 695,000
7,000 UNUM Corp. 321,125
------------
2,381,875
------------
METALS/MINING -- 4.4%
1,562 Freeport McMoRan, Copper &
Gold (Class A) 35,536
80,000 Freeport McMoRan, Inc. 1,470,000
------------
1,505,536
------------
MISCELLANEOUS FINANCIAL SERVICES -- 9.7%
26,000 American Express Co. 799,500
100,000 Countrywide Credit
Industries, Inc. 1,475,000
17,000 Federal Home Loan Mortgage
Corp. 926,500
5,200 Lehman Brothers Holdings,
Inc. 80,600
------------
3,281,600
------------
RETAIL -- 1.1%
10,000 May Department Stores Co. 376,250
------------
TECHNOLOGY -- 3.7%
20,000 Intel Corp. 1,242,500
------------
TELECOMMUNICATIONS -- 1.9%
20,000 Sprint Corp. 652,500
------------

TOBACCO/BEVERAGES/FOOD PRODUCTS -- 7.7%
45,000 PepsiCo, Inc. $ 1,575,000
17,000 Philip Morris Companies,
Inc. 1,041,250
------------
2,616,250
------------
Total Common Stocks
(cost -- $16,287,790) $ 17,844,886
------------
Total Investments
(cost -- $32,124,881) 95.8% $ 32,531,181
Other Assets in Excess of
Other Liabilities 4.2 1,428,001
----- ------------
TOTAL NET ASSETS 100.0% $ 33,959,182
----- ------------
----- ------------
U.S. GOVERNMENT INCOME FUND
- -------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------
REPURCHASE AGREEMENT -- 0.1%
$ 100,000 Prudential Bache, 4.70%,
11/01/94 (proceeds at
maturity: $100,013,
collateralized by $105,000
par, $103,373 value, U.S.
Treasury Notes 4.625%,
2/29/96)
(cost -- $100,000) $ 100,000
------------
FEDERAL HOME LOAN MORTGAGE
CORPORATION -- 0.6%
$ 817,404 9.50%, 12/01/02 - 11/01/03
(cost -- $823,662) $ 846,773
------------
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION I -- 51.6%
$40,573,258 7.00%, 2/15/22 - 11/15/23
(A) $ 36,363,783
16,903,209 7.50%, 2/15/22 - 2/15/24 15,693,446
3,819,011 8.00%, 4/15/02 - 2/15/23 3,711,053
11,354,828 8.50%, 6/15/01 - 9/15/24 (A) 11,222,631
690,831 10.50%, 1/15/98 - 12/15/00 740,481
------------
Total Government National Mortgage
Association I (cost -- $75,692,773) $ 67,731,394
------------
U.S. TREASURY BONDS -- 2.9%
$ 4,000,000 7.625%, 11/15/22
(cost -- $4,740,548) $ 3,804,360
------------
<FN>
* Non-income producing security.
(A) Securities segregated (full or partial) as collateral for written options
outstanding. The aggregate market value of such segregated securities is
$20,087,482.
</TABLE>
B-7
<PAGE>
OCTOBER 31, 1994
- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS
U.S. GOVERNMENT INCOME FUND (cont'd)
<TABLE>
<CAPTION>
- -------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------
<C> <C> <C>
U.S. Treasury Notes -- 44.6%
$60,000,000 6.875%, 8/31/99
(cost -- $58,889,522) $ 58,565,400
------------
Total Investments
(cost -- $140,246,505) 99.8% $131,047,927
----- ------------
- -------------------------------------------------------
PRINCIPAL
AMOUNT
SUBJECT
TO CALL VALUE
- ------------------------------------------------------
WRITTEN CALL OPTIONS OUTSTANDING -- (0.1%)
$10,000,000 Government National
Mortgage Association I,
7.00%, expiring Dec. '94,
strike @ 89.22 $ (115,625)
10,000,000 Government National
Mortgage Association I,
8.50%, expiring Dec. '94,
strike @ 98.78 (75,000)
------------
Total Written Call Options
Outstanding (premiums
received: $142,188) $ (190,625)
------------
Other Assets in Excess of
Other Liabilities 0.3 436,494
----- ------------
Total Net Assets 100.0% $131,293,796
----- ------------
----- ------------
INVESTMENT QUALITY INCOME FUND
- -----------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- -----------------------------------------------------------
SHORT-TERM CORPORATE NOTES -- 9.4%
CONGLOMERATES -- 3.7%
$ 2,075,000 General Electric Capital Corp.
4.72%, 11/14/94 $ 2,071,463
------------
MISCELLANEOUS FINANCIAL SERVICES -- 5.7%
2,075,000 Amercian Express Credit Corp.
4.75%, 11/07/94 2,073,357
1,150,000 Household Finance Corp.
4.68%, 11/02/94 1,149,851
------------
3,223,208
------------
Total Short-Term Corporate Notes
(cost -- $5,294,671) $ 5,294,671
------------
- -------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------
CORPORATE NOTES & BONDS -- 88.2%
AEROSPACE -- 3.6%
$ 2,000,000 United Technologies Corp.
8.875%, 11/15/19 $ 2,007,420
------------
AIRLINES -- 2.6%
1,000,000 American Airlines
9.73%, 9/29/14 916,910
550,000 Delta Air Lines, Inc.
10.375%, 2/01/11 538,351
------------
1,455,261
------------
BANKING -- 6.4%
70,000 NatWest Bancorp, Inc.
9.375%, 11/15/03 74,378
1,300,000 NCNB Corp.
10.20%, 7/15/15 1,439,139
500,000 RBSG Capital Corp.
10.125%, 3/01/04 547,640
1,500,000 Westpac Banking Corp.
9.125%, 8/15/01 1,555,020
------------
3,616,177
------------
CHEMICALS -- 0.9%
500,000 Rohm & Haas Co.
9.50%, 4/01/21 521,470
------------
CONGLOMERATES -- 5.1%
2,000,000 Canadian Pacific Ltd.
9.45%, 8/01/21 2,082,160
1,000,000 ITT Financial Corp.
6.50%, 5/01/11 786,860
------------
2,869,020
------------
ENERGY -- 5.9%
3,000,000 Occidental Petroleum Corp.
11.125%, 6/01/19 3,312,990
------------
ENTERTAINMENT -- 4.8%
3,000,000 Time Warner, Inc.
9.15%, 2/01/23 2,670,390
------------
EQUIPMENT LEASING -- 2.7%
1,600,000 Ryder Systems, Inc.
8.75%, 3/15/17 1,522,832
------------
INSURANCE -- 11.1%
1,000,000 Aetna Life & Casualty Co.
8.00%, 1/15/17 879,780
1,200,000 Capital Holding Corp.
8.75%, 1/15/17 1,172,700
2,000,000 CNA Financial Corp.
7.25%, 11/15/23 1,595,120
3,000,000 Torchmark, Inc.
7.875%, 5/15/23 2,606,610
------------
6,254,210
------------
</TABLE>
B-8
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------
<C> <S> <C>
MACHINERY & ENGINEERING -- 3.3%
$ 1,750,000 Caterpillar, Inc.
9.75%, 6/01/19 $ 1,825,810
------------
MISCELLANEOUS FINANCIAL SERVICES -- 12.6%
20,000 Beneficial Corp.
12.875%, 8/01/13 23,754
1,500,000 BHP Finance USA Ltd.
8.50%, 12/01/12 1,467,105
Lehman Brothers, Inc.
865,000 9.875%, 10/15/00 910,732
115,000 10.00%, 5/15/99 121,464
205,000 Midland American
Capital Corp.
12.75%, 11/15/03 237,845
800,000 Paine Webber Group, Inc.
9.25%, 12/15/01 816,216
3,000,000 Prudential Funding Corp.
6.75%, 9/15/23 2,274,780
1,250,000 Source One Mortgage Services
Corp.
9.00%, 6/01/12 1,233,887
------------
7,085,783
------------
PAPER PRODUCTS -- 0.2%
100,000 Union Camp Corp.
10.00%, 5/01/19 109,261
------------
RETAIL -- 1.3%
May Department Stores Co.
250,000 9.875%, 6/01/17 246,032
405,000 10.625%, 11/01/10 465,957
------------
711,989
------------
TELECOMMUNICATIONS -- 12.2%
$ 420,000 GTE Corp.
10.25%, 11/01/20 $ 464,386
2,500,000 New York Telephone Co.
9.375%, 7/15/31 2,532,600
2,000,000 Pacific Bell
8.50%, 8/15/31 1,894,220
2,000,000 Southern New England
Telephone Co.
8.70%, 8/15/31 1,978,300
------------
6,869,506
------------
TOBACCO/BEVERAGES/FOOD PRODUCTS -- 3.2%
2,000,000 American Brands, Inc.
7.875%, 1/15/23 1,779,260
------------
UTILITIES -- 9.7%
2,000,000 Hydro-Quebec
8.50%, 12/01/29 1,862,400
2,000,000 Southern California Edison
Co.
8.875%, 6/01/24 1,915,060
1,500,000 TransCanada Pipelines Ltd.
9.875%, 1/01/21 1,642,635
------------
5,420,095
------------
OTHER -- 2.6%
1,500,000 Nova Scotia (Province of)
8.875%, 7/01/19 1,431,825
------------
Total Corporate Notes & Bonds
(cost -- $53,153,893) $ 49,463,299
------------

Total Investments
(cost -- $58,448,564) 97.6% $ 54,757,970
Other Assets in Excess of
Other Liabilities 2.4 1,352,181
----- ------------
Total Net Assets 100.0% $ 56,110,151
----- ------------
----- ------------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
B-9

<PAGE>
OCTOBER 31, 1994

- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
QUEST FOR SMALL GROWTH U.S. INVESTMENT
VALUE FUND, OPPORTUNITY CAPITALIZATION AND GOVERNMENT
QUALITY
INC. FUND FUND INCOME FUND INCOME FUND INCOME
FUND
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at value (cost --
$225,068,235, $198,905,860,
$129,355,879, $32,124,881,
$140,246,505 and $58,448,564,
respectively)........................ $257,920,150 $213,286,283 $134,902,255 $32,531,181 $131,047,927 $54,757,970
Cash.................................. 490,615 495,564 347,062 8,772 14,763 25,873
Receivable for investments sold....... 3,452,070 -- 1,212,440 1,339,806 168,384 --
Receivable for investments sold to
affiliates........................... -- -- 3,506,625 -- -- --
Receivable for fund shares sold....... 482,019 2,000,491 516,512 637,310 163,696 113,417
Dividends receivable.................. 387,321 470,950 90,453 65,264 -- --
Interest receivable................... 7,084 80,497 103,317 49,276 1,314,298 1,455,316
Deferred organization expenses........ -- -- -- 38,509 -- 13,971
Other assets.......................... 42,588 18,959 16,622 24,165 34,935 19,197
------------ ------------ ------------ ------------ ------------ ------------
Total Assets........................ 262,781,847 216,352,744 140,695,286 34,694,283 132,744,003 56,385,744
------------ ------------ ------------ ------------ ------------ ------------
LIABILITIES
Written options outstanding, at value
(premiums received: $142,188)........ -- -- -- -- 190,625 --
Payable for investments purchased..... 6,159,929 2,049,446 676,409 648,600 6,250 --
Payable for fund shares redeemed...... 414,843 207,962 298,489 25,979 1,007,182 108,561
Investment advisory fee payable....... 41,691 34,437 22,858 4,563 12,963 632
Distribution fee payable.............. 22,304 21,278 13,023 2,509 7,401 4,568
Dividends payable..................... -- 7,778 -- -- 117,133 108,198
Other payables and accrued expenses... 103,945 86,098 94,707 53,450 108,653 53,634
------------ ------------ ------------ ------------ ------------ ------------
Total Liabilities................... 6,742,712 2,406,999 1,105,486 735,101 1,450,207 275,593
------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS
Par value............................. 20,348,156 108,790 85,536 33,650 121,636 58,013
Paid-in-surplus....................... 184,710,613 191,026,174 130,829,389 31,830,359 145,717,507 60,695,612
Accumulated undistributed net
investment income (loss)............. 1,464,120 1,291,867 (238,336) 127,460 -- --
Accumulated undistributed net realized
gain (loss) on investments........... 16,664,331 7,139,720 3,366,835 1,768,686 (5,000,871) (952,880)
Distributions in excess of net
realized gains....................... -- (1,229) -- (207,273) (297,461) --
Net unrealized appreciation
(depreciation) on investments........ 32,851,915 14,380,423 5,546,376 406,300 (9,247,015) (3,690,594)
------------ ------------ ------------ ------------ ------------ ------------
Total Net Assets.................... $256,039,135 $213,945,745 $139,589,800 $33,959,182 $131,293,796 $56,110,151
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
CLASS A:
Fund shares outstanding............... 18,914,850 8,295,463 7,353,210 3,029,071 11,418,654 4,851,201
------------ ------------ ------------ ------------ ------------ ------------
Net asset value per share............. $ 12.59 $ 19.69 $ 16.33 $ 10.09 $ 10.79 $ 9.67
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Maximum offering price per share*..... $ 13.32 $ 20.84 $ 17.28 $ 10.59 $ 11.33 $ 10.15
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
CLASS B:
Fund shares outstanding............... 1,147,382 2,211,377 994,342 290,685 631,471 682,943
------------ ------------ ------------ ------------ ------------ ------------
Net asset value and offering price per
share................................ $ 12.53 $ 19.59 $ 16.24 $ 10.07 $ 10.79 $ 9.67
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
CLASS C:
Fund shares outstanding............... 285,924 372,202 206,006 45,206 113,464 267,089
------------ ------------ ------------ ------------ ------------ ------------
Net asset value and offering price per
share................................ $ 12.52 $ 19.58 $ 16.23 $ 10.07 $ 10.79 $ 9.67
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
<FN>
*Sales charges decrease on purchases of $50,000 or higher.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>

B-10
<PAGE>
YEAR ENDED OCTOBER 31, 1994

- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
QUEST FOR SMALL GROWTH U.S. INVESTMENT
VALUE OPPORTUNITY CAPITALIZATION AND GOVERNMENT
QUALITY
FUND, INC. FUND FUND INCOME FUND INCOME FUND
INCOME FUND
----------- ----------- -------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends.................................. $4,621,105 $3,199,658 $ 1,319,209 $ 845,665 $ -- $ --
Interest................................... 1,393,271 1,078,724 874,396 709,375 10,262,496 4,659,644
----------- ----------- -------------- ----------- ----------- -----------
Total investment income.................. 6,014,376 4,278,382 2,193,605 1,555,040 10,262,496 4,659,644
----------- ----------- -------------- ----------- ----------- -----------
OPERATING EXPENSES
Investment advisory fee (note 2a).......... 2,479,887 1,555,477 1,260,578 263,469 962,940 359,792
Distribution fee -- Class A (note 2c)...... 1,189,613 683,116 576,382 116,449 465,840 215,221
Distribution fee -- Class B (note 2c)...... 83,411 162,157 94,008 15,858 43,485 41,770
Distribution fee -- Class C (note 2c)...... 17,249 27,089 13,806 2,983 8,616 19,831
Transfer and dividend disbursing agent fees
-- Class A................................ 247,831 117,250 133,738 41,065 130,793 50,526
Transfer and dividend disbursing agent fees
-- Class B................................ 12,766 23,295 20,668 2,659 4,321 4,992
Transfer and dividend disbursing agent fees
-- Class C................................ 3,313 4,335 4,637 1,253 1,658 2,288
Accounting services fee (note 2b).......... -- 108,245 122,578 123,117 135,876 119,080
Registration fees.......................... 84,876 79,103 75,433 66,221 67,461 65,474
Reports and notices to shareholders........ 60,447 37,637 45,104 27,802 39,689 31,342
Custodian fees............................. 42,485 31,578 32,790 17,672 74,885 27,532
Auditing, consulting and tax return
preparation fees.......................... 23,051 18,100 18,101 14,600 38,501 17,100
Directors' (Trustees') fees and expenses... 17,200 17,200 17,200 8,810 17,200 17,200
Legal fees................................. 11,120 6,829 7,410 5,355 7,021 5,752
Amortization of deferred organization
expenses (note 1c)........................ -- 2,461 2,394 19,148 -- 12,374
Miscellaneous.............................. 14,902 7,146 7,114 5,243 10,727 3,951
----------- ----------- -------------- ----------- ----------- -----------
Total operating expenses................. 4,288,151 2,881,018 2,431,941 731,704 2,009,013 994,225
Less: Investment advisory fees waived
(note 2a)............................... -- -- -- (142,772) (38,486) (180,934)
----------- ----------- -------------- ----------- ----------- -----------
Net operating expenses................. 4,288,151 2,881,018 2,431,941 588,932 1,970,527 813,291
----------- ----------- -------------- ----------- ----------- -----------
Net investment income (loss)........... 1,726,225 1,397,364 (238,336) 966,108 8,291,969 3,846,353
----------- ----------- -------------- ----------- ----------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS -- NET
Net realized gain (loss) on security
transactions.............................. 16,722,091 7,139,720 3,506,967 1,768,686 (6,439,027) (1,053,662)
Net realized gain on option transactions
(note 1f)................................. -- -- 38,999 -- 2,072,188 264,063
Net realized loss on futures transactions
(note 1g)................................. (57,760) -- (179,131) -- -- (163,281)
----------- ----------- -------------- ----------- ----------- -----------
Net realized gain (loss) on
investments............................. 16,664,331 7,139,720 3,366,835 1,768,686 (4,366,839) (952,880)
Net change in unrealized appreciation
(depreciation) on investments............. (6,250,090) 4,721,481 (3,118,979) (189,442) (11,007,688) (9,068,979)
----------- ----------- -------------- ----------- ----------- -----------
Net realized gain (loss) and change in
unrealized appreciation (depreciation)
on investments.......................... 10,414,241 11,861,201 247,856 1,579,244 (15,374,527) (10,021,859)
----------- ----------- -------------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations................. $12,140,466 $13,258,565 $ 9,520 $2,545,352 $(7,082,558) $(6,175,506)
----------- ----------- -------------- ----------- ----------- -----------
----------- ----------- -------------- ----------- ----------- -----------

<FN>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>

B-11
<PAGE>
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
QUEST FOR VALUE FUND,
INC. OPPORTUNITY FUND
YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31,
-------------------------- --------------------------
1994 1993 1994 1993
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss)............... $ 1,726,225 $ 815,957 $ 1,397,364 $ 2,369,084
Net realized gain (loss) on investments.... 16,664,331 9,419,025 7,139,720 1,539,178
Net change in unrealized appreciation
(depreciation) on investments............. (6,250,090) 11,586,419 4,721,481 6,462,200
------------ ------------ ------------ ------------
Net increase (decrease) in net assets.... 12,140,466 21,821,401 13,258,565 10,370,462
------------ ------------ ------------ ------------
Dividends and Distributions to Shareholders
Net investment income -- Class A........... (819,873) (608,320) (2,269,483) (220,172)
Net investment income -- Class B........... (11,801) -- (98,258) --
Net investment income -- Class C........... (2,040) -- (21,098) --
Net realized gains -- Class A.............. (9,227,704) (6,984,843) (1,497,052) (945,122)
Net realized gains -- Class B.............. (115,604) -- (30,460) --
Net realized gains -- Class C.............. (11,081) -- (11,467) --
Distributions in excess of net realized
gains -- Class A.......................... -- -- (1,196) --
Distributions in excess of net realized
gains -- Class B.......................... -- -- (24) --
Distributions in excess of net realized
gains -- Class C.......................... -- -- (9) --
------------ ------------ ------------ ------------
Total dividends and distributions to
shareholders............................ (10,188,103) (7,593,163) (3,929,047) (1,165,294)
------------ ------------ ------------ ------------
FUND SHARE TRANSACTIONS
CLASS A
Net proceeds from sales.................... 61,908,256 115,189,954 90,332,759 92,938,735
Net proceeds from Fund acquisitions (note
9)........................................ -- 8,793,860 -- --
Reinvestment of dividends and
distributions............................. 9,385,655 7,044,627 3,405,284 1,050,792
Cost of shares redeemed.................... (80,014,950) (42,885,888) (65,200,453) (16,545,512)
------------ ------------ ------------ ------------
Net increase (decrease) -- Class A....... (8,721,039) 88,142,553 28,537,590 77,444,015
------------ ------------ ------------ ------------
CLASS B
Net proceeds from sales.................... 12,409,864 2,121,588 40,604,196 2,225,538
Reinvestment of dividends and
distributions............................. 123,599 -- 124,021 --
Cost of shares redeemed.................... (544,061) (97,971) (1,026,439) (99,998)
------------ ------------ ------------ ------------
Net increase -- Class B.................. 11,989,402 2,023,617 39,701,778 2,125,540
------------ ------------ ------------ ------------
CLASS C
Net proceeds from sales.................... 3,521,667 222,635 6,945,412 315,179
Reinvestment of dividends and
distributions............................. 13,020 -- 32,567 --
Cost of shares redeemed.................... (271,901) -- (254,081) --
------------ ------------ ------------ ------------
Net increase -- Class C.................. 3,262,786 222,635 6,723,898 315,179
------------ ------------ ------------ ------------
Total net increase (decrease) in net assets
from fund share transactions.............. 6,531,149 90,388,805 74,963,266 79,884,734
------------ ------------ ------------ ------------
Total increase (decrease) in net
assets.................................. 8,483,512 104,617,043 84,292,784 89,089,902
NET ASSETS
Beginning of year.......................... 247,555,623 142,938,580 129,652,961 40,563,059
------------ ------------ ------------ ------------
End of year (including undistributed net
investment income (loss) of $1,464,120,
$549,014; $1,291,867, $2,283,342;
($238,336); ($315,524); $127,460, $99,804;
$0, ($242,693) and $0, $0; respectively... $256,039,135 $247,555,623 $213,945,745 $129,652,961
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
<FN>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>

B-12
<PAGE>
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
SMALL CAPITALIZATION U.S. GOVERNMENT INCOME
FUND GROWTH AND INCOME FUND FUND INVESTMENT QUALITY
INCOME
FUND
YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31, YEAR ENDED
OCTOBER 31,
-------------------------- -------------------------- -------------------------- --------------------------
1994 1993 1994 1993 1994 1993 1994 1993
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ (238,336) $ (271,130) $ 966,108 $ 633,084 $ 8,291,969 $ 9,429,304 $ 3,846,353 $ 2,883,555
3,366,835 8,302,299 1,768,686 4,437,702 (4,366,839) 4,231,587 (952,880) 376,772
(3,118,979) 8,854,657 (189,442) (2,998,170) (11,007,688) 520,464 (9,068,979) 4,549,804
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
9,520 16,885,826 2,545,352 2,072,616 (7,082,558) 14,181,355 (6,175,506) 7,810,131
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
-- -- (936,128) (536,051) (8,071,564) (9,762,803) (3,482,793) (2,877,023)
-- -- (41,545) (1,573) (196,735) (3,601) (244,424) (5,737)
-- -- (7,305) (631) (39,362) (769) (119,136) (795)
(8,036,736) (3,584,330) (4,079,198) (245,866) (2,925,946) (2,276,286) (367,910) (163,898)
(160,831) -- (145,217) -- (38,935) (956) (10,112) --
(19,543) -- (18,475) -- (6,494) (105) (637) --
-- -- (199,276) -- (292,913) -- -- --
-- -- (7,094) -- (3,898) -- -- --
-- -- (903) -- (650) -- -- --
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
(8,217,110) (3,584,330) (5,435,141) (784,121) (11,576,497) (12,044,520) (4,225,012) (3,047,453)
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

127,081,752 71,051,819 5,937,491 9,582,299 17,007,814 95,566,875 12,621,718 36,729,933
-- -- -- 16,543,558 -- -- -- --
7,215,556 3,294,382 5,008,623 741,804 9,588,703 10,124,750 2,758,350 2,116,388
(111,134,238) (22,419,670) (6,040,040) (7,744,229) (74,313,512) (69,938,914) (20,364,228) (12,033,169)
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
23,163,070 51,926,531 4,906,074 19,123,432 (47,716,995) 35,752,711 (4,984,160) 26,813,152
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
15,275,222 1,837,990 2,763,975 319,565 6,748,251 1,386,323 6,440,954 1,582,773
148,570 -- 188,513 1,383 187,137 3,658 185,172 3,747
(811,203) (104,955) (260,750) (4,377) (964,994) (99,835) (800,932) (107,360)
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
14,612,589 1,733,035 2,691,738 316,571 5,970,394 1,290,146 5,825,194 1,479,160
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
3,345,761 233,009 341,819 101,192 1,424,484 140,626 3,141,700 100,200
18,810 -- 26,593 631 46,127 866 93,436 786
(229,505) -- (4,696) -- (289,465) -- (422,838) --
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
3,135,066 233,009 363,716 101,823 1,181,146 141,492 2,812,298 100,986
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
40,910,725 53,892,575 7,961,528 19,541,826 (40,565,455) 37,184,349 3,653,332 28,393,298
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
32,703,135 67,194,071 5,071,739 20,830,321 (59,224,510) 39,321,184 (6,747,186) 33,155,976
106,886,665 39,692,594 28,887,443 8,057,122 190,518,306 151,197,122 62,857,337 29,701,361
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
$139,589,800 $106,886,665 $ 33,959,182 $ 28,887,443 $131,293,796 $190,518,306 $ 56,110,151 $ 62,857,337
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

B-13
<PAGE>
OCTOBER 31, 1994

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Quest for Value Funds are registered under the Investment Company Act of
1940, as diversified, open-end management investment companies. Quest for Value
Fund, Inc. ("Quest for Value") is a Maryland Corporation. Opportunity Fund
("Opportunity"), Small Capitalization Fund ("Small Capitalization"), Growth and
Income Fund ("Growth and Income"), U.S. Government Income Fund ("U.S.
Government") and Investment Quality Income Fund ("Investment Quality") are five
of eight funds currently offered in the Quest for Value Family of Funds, a
Massachusetts business trust. Quest for Value Advisors (the "Adviser") serves as
investment adviser and provides accounting and administrative services to each
fund. Quest for Value Distributors (the "Distributor") serves as each fund's
distributor. Both the Advisor and Distributor are majority-owned (99%)
subsidiaries of Oppenheimer Capital.

Prior to September 1, 1993, the funds only issued one class of shares which
were redesignated Class A shares. Subsequent to that date all funds were
authorized to issue Class A, Class B and Class C shares. Shares of each Class
represent an identical interest in the investment portfolio of their respective
fund and generally have the same rights, but are offered under different sales
charge and distribution fee arrangements. Furthermore, Class B shares will
automatically convert to Class A shares of the same fund eight years after their
respective purchase.

The following is a summary of significant accounting policies consistently
followed by each fund in the preparation of its financial statements:

(A) VALUATION OF INVESTMENTS

Investment securities listed on a national securities exchange and
securities traded in the over-the-counter National Market System are valued at
the last reported sale price on the valuation date; if there are no such
reported sales, the securites are valued at the last quoted bid price. Other
securities traded over-the-counter and not part of the National Market System
are valued at the last quoted bid price. Investment debt securities (other than
short-term obligations) are valued each day by an independent pricing service
approved by the Board of Directors (Trustees) using methods which include
current market quotations from a major market maker in the securities and
trader-reviewed "matrix" prices. Futures contracts are valued based upon their
daily settlement value as of the close of the exchange upon which they trade.
OTC options are valued based upon a formula which utilizes the market value of
the underlying securities, strike prices and expiration of the options.
Short-term debt securities having a remaining maturity of sixty days or less are
valued at amortized cost or amortized value, which approximates market value.
Any securities or other assets for which market quotations are not readily
available are valued at their fair value as determined in good faith under
procedures established by each fund's Board of Directors (Trustees). The ability
of issuers of debt securities held by the funds to meet their obligations may be
affected by economic or political developments in a specific state, industry or
region.

(B) FEDERAL INCOME TAXES

It is each fund's policy to comply with the requirements of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its taxable income to its shareholders; accordingly, no
Federal income tax provision is required.

In connection with each fund's organization, the following approximate costs
were incurred: Opportunity -- $74,000, Small Capitalization -- $72,000, Growth
and Income -- $96,000 and Investment Quality -- $62,000. These costs have been
deferred and are being amortized to expense on a straight-line basis over sixty
months from commencements of each fund's operations.

(D) SECURITY TRANSACTIONS AND OTHER INCOME

Security transactions are accounted for on the trade date. In determining
the gain or loss from the sale of securities, the cost of securities sold is
determined on the basis of identified cost. Dividend income is recorded on the
ex-dividend date and interest income is accrued as earned. Discounts or premiums
on debt securities purchased are accreted or

B-14
<PAGE>
- --------------------------------------------------------------------------------
amortized to interest income over the lives of the respective securities. Net
investment income, other than class specific expenses and unrealized gains and
losses are allocated daily to each class of shares based upon the relative
proportion of net assets, as defined, of each class.

(E) DIVIDENDS AND DISTRIBUTIONS

The following table summarizes each fund's dividend and capital gain
declaration policy:

<TABLE>
<CAPTION>
SHORT-TERM LONG-TERM
INCOME CAPITAL CAPITAL
DIVIDENDS GAINS GAINS
--------- ------------ ------------
<S> <C> <C> <C>
Quest for Value annually annually annually
Opportunity annually annually annually
Small Capitalization annually annually annually
Growth and Income quarterly annually annually
U.S. Government daily * quarterly annually
Investment Quality daily * annually annually
* paid monthly.
</TABLE>

Each fund records dividends and distributions to its shareholders on the
ex-dividend date. The amount of dividends and distributions from net investment
income and net realized capital gains are determined in accordance with federal
income tax regulations, which may differ from generally accepted accounting
principles. These "book-tax" differences are either considered temporary or
permanent in nature. To the extent these differences are permanent in nature,
such amounts are reclassified within the capital accounts based on their federal
tax-basis treatment; temporary differences do not require reclassification.
Dividends and distributions which exceed net investment income and net realized
capital gains for financial reporting purposes but not for tax purposes are
reported as dividends in excess of net investment income or distributions in
excess of net realized capital gains, respectively. To the extent distributions
exceed current and accumulated earnings and profits for federal income tax
purposes, they are reported as distributions of paid-in-surplus or tax return of
capital. Accordingly, permanent book-tax differences relating to shareholder
distributions have been reclassified to paid-in-surplus. Net investment
income(loss), net realized gain(loss) and net assets were not affected by this
change.

During the fiscal year ended October 31, 1994, the Funds adopted Statement
of Position 93-2 Determination, Disclosure, and Financial Statement Presentation
of Income, Capital Gain, and Return of Capital Distributions by Investment
Companies. The following table discloses the cumulative effect of such
differences reclassified from undistributed accumulated net investment
income(loss) and accumulated undistributed capital gain(loss) on investments to
paid-in-surplus:

<TABLE>
<CAPTION>
ACCUMULATED ACCUMULATED
UNDISTRIBUTED UNDISTRIBUTED PAID
NET INVESTMENT NET REALIZED IN
INCOME (LOSS) GAIN (LOSS) SURPLUS
-------------- ------------ ---------
<S> <C> <C> <C>
Quest for Value $ 22,595 $ (50,380) $ 27,785
Opportunity -- 4,061 (4,061)
Small Capitalization 315,524 7,934 (323,458)
Growth and Income 46,526 (198,668) 152,142
U.S. Government 258,385 102,016 (360,401)
Investment Quality -- 3,929 (3,929)
</TABLE>

(F) OPTIONS ACCOUNTING POLICIES

B-15
<PAGE>
OCTOBER 31, 1994

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
stipulated expiration date or if a fund enters into a closing purchase
transaction, the fund will realize a gain (or loss if the cost of a closing
purchase transaction exceeds the premium received when the option was written)
without regard to any unrealized gain or loss on the underlying security, and
the liability related to such option will be extinguished. If a call option
which a fund has written is exercised, the fund realizes a gain or loss from the
sale of the underlying security and the proceeds from such sale are increased by
the premium originally received. If a put option which a fund has written is
exercised, the amount of the premium originally received will reduce the cost of
the security which the fund purchases upon exercise of the option.

(G) FUTURES ACCOUNTING POLICIES

Futures contracts are agreements between two parties to buy and sell a
financial instrument at a set price on a future date. Upon entering into such a
contract, a fund is required to pledge to the broker an amount of cash or U.S.
Government securities equal to the minimum "initial margin" requirements of the
exchange. Pursuant to the contract, a fund agrees to receive from or pay to the
broker an amount of cash equal to the daily fluctuation in the value of the
contract. Such receipts or payments are known as "variation margin" and are
recorded by the fund as unrealized appreciation or depreciation. When a contract
is closed, the fund records a realized gain or loss equal to the difference
between the value of the contract at the time it was opened and the value at the
time it was closed and reverses any unrealized appreciation or depreciation
previously recorded.

(H) REPURCHASE AGREEMENTS

U.S. Government enters into repurchase agreements as part of its investment
program. The fund's custodian takes possession of collateral pledged by the
counterparty. The collateral is marked-to-market daily to ensure that the value,
plus accrued interest, is at least equal to the repurchase price. In the event
of default by the obligor to repurchase, the fund has the right to liquidate the
collateral and apply the proceeds in satisfaction of the obligation. Under
certain circumstances, in the event of default or bankruptcy by the other party
to the agreement, realization and/or retention of the collateral or proceeds may
be subject to legal proceedings.

(I) EXPENSES

2. INVESTMENT ADVISORY FEE, ACCOUNTING SERVICES FEE, DISTRIBUTION FEE AND OTHER
TRANSACTIONS WITH AFFILIATES

(a) The investment advisory fee is payable monthly to the Adviser, and is
computed as a percentage of each fund's net assets as of the close of business
each day at the following annual rates: 1.00% for Quest for Value, Opportunity
and Small Capitalization, respectively; .85% for Growth and Income and .60% for
U.S. Government and Investment Quality, respectively. For the year ended October
31, 1994, the Adviser voluntarily waived $142,772, $38,486 and $180,934 in
investment advisory fees for Growth and Income, U.S. Government and Investment
Quality, respectively.

(b) A portion of the accounting services fee for Opportunity, Small
Capitalization, Growth and Income, U.S. Government and Investment Quality is
payable monthly to the Adviser. Each fund reimburses the Adviser for a portion
of the salaries of officers and employees of Oppenheimer Capital based upon the
amount of time such persons spend in providing services to each fund in
accordance with the provisions of the Investment Advisory Agreement. For the
year ended October 31, 1994, the Adviser received $53,245, $67,578, $68,117,
$70,876 and $64,080, respectively.

B-16
<PAGE>
- --------------------------------------------------------------------------------
Distributor has entered into agreements with securities dealers and other
financial institutions and organizations to obtain various sales-related
services in rendering distribution assistance. To compensate the Distributor for
the services it and other dealers under the Plan provide and for the expenses
they bear under the Plan, the funds pay the Distributor compensation, accrued
daily and payable monthly on each fund's average daily net assets for Class A
shares at the following annual rates: .25% for Quest for Value, Opportunity and
Small Capitalization, respectively; .05% for U.S. Government and .15% for
Investment Quality and Growth and Income, respectively. Each fund's Class A
shares also pay a service fee at the annual rate of .25%. Compensation for Class
B and Class C shares of each fund is at an annual rate of .75% of average daily
net assets. Each fund's Class B and Class C shares also pay a service fee at the
annual rate of .25%. Distribution and service fees may be paid by the
Distributor to broker dealers or others for providing personal service,
maintenance of accounts and ongoing sales or shareholder support functions in
connection with the distribution of fund shares. While payments under the Plan
may not exceed the stated percentage of average daily net assets on an annual
basis, the payments are not limited to the amounts actually incurred by the
Distributor.

(d) Total brokerage commissions paid by Quest for Value, Opportunity, Small
Capitalization and Growth and Income were $318,014, $189,860, $300,037 and
$74,334, respectively, of which Oppenheimer & Co., Inc., an affiliate of the
Adviser, received $162,914, $94,589, $143,991 and $55,911, respectively, for the
year ended October 31, 1994.

(e) Oppenheimer & Co., Inc. has informed the funds that it received
approximately $344,000, $441,000, $353,000, $43,000, $237,000 and $114,000 in
connection with the sale of Class A shares for Quest for Value, Opportunity,
Small Capitalization, Growth and Income, U.S. Government and Investment Quality,
respectively, for the year ended October 31, 1994.

The Distributor has informed the funds that it received contingent deferred
sales charges on the redemption of Class B and Class C shares of approximately
$10,000, $21,000, $10,000, $1,000, $10,000, and $18,000 for Quest for Value,
Opportunity, Small Capitalization, Growth and Income, U.S. Government and
Investment Quality, respectively, for the year ended October 31, 1994.

3. PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 1994, purchases and sales of investment
securities, other than short-term securities, were as follows:

<TABLE>
<CAPTION>
QUEST FOR SMALL GROWTH AND U.S. INVESTMENT
VALUE OPPORTUNITY CAPITALIZATION INCOME GOVERNMENT QUALITY
----------- ----------- -------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Purchases $124,679,001 $96,908,415 $ 101,529,934 $32,706,665 $197,990,061 $26,304,890
Sales 104,609,292 57,124,087 72,829,845 35,060,309 213,763,796 17,448,246
</TABLE>

The following table summarizes activity in written option transactions for
Small Capitalization and U.S. Government for the year ended October 31, 1994:

<TABLE>
<CAPTION>
SMALL CAPITALIZATION U.S. GOVERNMENT
-------------------- -----------------------
CONTRACTS PREMIUMS CONTRACTS PREMIUMS
--------- --------- --------- ------------
<S> <C> <C> <C> <C>
Option contracts written: Outstanding beginning of year 400 $ 38,999 5 $ 263,438
Options written 450 113,460 51 3,941,836
Options terminated in closing purchase transactions -- -- (22) (1,991,406)
Options exercised (450) (113,460) (6) (245,000)
Options expired (400) (38,999) (26) (1,826,680)
--
--------- --------- ------------
Options contracts written: Outstanding end of year 0 $ 0 2 $ 142,188
--
--
--------- --------- ------------
--------- --------- ------------
</TABLE>

B-17
<PAGE>
OCTOBER 31, 1994

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)

4. FUND SHARE TRANSACTIONS

The following tables summarize the fund share activity for the two years
ended October 31, 1994.

<TABLE>
<CAPTION>
QUEST FOR VALUE OPPORTUNITY SMALL CAPITALIZATION
------------------------- ------------------------- -------------------------
YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31, YEAR ENDED
OCTOBER 31,
------------------------- ------------------------- -------------------------
1994 1993 1994 1993 1994 1993
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
CLASS A
Issued..................................... 5,077,999 9,558,313 4,781,210 5,232,397 7,804,081 4,355,629
Fund acquisitions*......................... -- 754,190 -- -- -- --
Dividends and distributions reinvested..... 797,941 605,158 186,714 60,873 450,409 218,171
Redeemed................................... (6,566,112) (3,516,427) (3,470,990) (919,793) (6,835,042) (1,357,953)
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease).................. (690,172) 7,401,234 1,496,934 4,373,477 1,419,448 3,215,847
----------- ----------- ----------- ----------- ----------- -----------
CLASS B**
Issued..................................... 1,020,362 168,973 2,145,988 118,495 936,328 105,179
Dividends and distributions reinvested..... 10,514 -- 6,821 -- 9,286 --
Redeemed................................... (44,566) (7,901) (54,500) (5,427) (50,575) (5,876)
----------- ----------- ----------- ----------- ----------- -----------
Net increase............................. 986,310 161,072 2,098,309 113,068 895,039 99,303
----------- ----------- ----------- ----------- ----------- -----------
CLASS C**
Issued..................................... 289,679 17,648 367,367 16,726 205,454 13,299
Dividends and distributions reinvested..... 1,106 -- 1,789 -- 1,176 --
Redeemed................................... (22,509) -- (13,680) -- (13,923) --
----------- ----------- ----------- ----------- ----------- -----------
Net increase............................. 268,276 17,648 355,476 16,726 192,707 13,299
----------- ----------- ----------- ----------- ----------- -----------
Total net increase..................... 564,414 7,579,954 3,950,719 4,503,271 2,507,194 3,328,449
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME U.S. GOVERNMENT INVESTMENT
QUALITY
------------------------- ------------------------- -------------------------
YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31, YEAR ENDED
OCTOBER 31,
------------------------- ------------------------- -------------------------
1994 1993 1994 1993 1994 1993
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Class A
Issued..................................... 591,037 877,614 1,484,549 7,920,117 1,194,443 3,363,019
Fund acquisitions*......................... -- 1,549,022 -- -- -- --
Dividends and distributions reinvested..... 506,743 68,314 839,276 840,464 263,168 192,408
Redeemed................................... (600,435) (709,066) (6,552,668) (5,796,668) (1,940,417) (1,087,300)
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease).................. 497,345 1,785,884 (4,228,843) 2,963,913 (482,806) 2,468,127
----------- ----------- ----------- ----------- ----------- -----------
CLASS B**
Issued..................................... 269,571 28,678 594,901 114,413 614,495 136,798
Dividends and distributions reinvested..... 19,104 125 16,698 302 18,150 327
Redeemed................................... (26,407) (386) (86,599) (8,244) (77,488) (9,339)
----------- ----------- ----------- ----------- ----------- -----------
Net increase............................. 262,268 28,417 525,000 106,471 555,157 127,786
----------- ----------- ----------- ----------- ----------- -----------
CLASS C**
Issued..................................... 33,894 9,027 123,553 11,593 290,357 8,698
Dividends and distributions reinvested..... 2,697 57 4,123 72 9,047 68
Redeemed................................... (469) -- (25,877) -- (41,081) --
----------- ----------- ----------- ----------- ----------- -----------
Net increase............................. 36,122 9,084 101,799 11,665 258,323 8,766
----------- ----------- ----------- ----------- ----------- -----------
Total net increase (decrease).......... 795,735 1,823,385 (3,602,044) 3,082,049 330,674 2,604,679
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
<FN>
*See note 9
**Initial offering September 2, 1993.
</TABLE>

B-18
<PAGE>
- --------------------------------------------------------------------------------

5. UNREALIZED APPRECIATION (DEPRECIATION) AND COST OF INVESTMENTS FOR FEDERAL
INCOME TAX PURPOSES

At October 31, 1994, the composition of unrealized appreciation
(depreciation) of investment securities and the cost of investments for Federal
income tax purposes were as follows:

<TABLE>
<CAPTION>
APPRECIATION (DEPRECIATION) NET TAX COST
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Quest for Value $34,762,698 $(2,034,414) $32,728,284 $225,191,866
Opportunity 16,932,676 (2,553,482) 14,379,194 198,907,089
Small Capitalization 11,588,568 (6,208,644) 5,379,924 129,522,331
Growth and Income 1,808,807 (1,464,506) 344,301 32,186,880
U.S. Government 72,722 (14,977,671) (14,904,949) 145,952,876
Investment Quality 330,434 (4,021,028) (3,690,594) 58,448,564
</TABLE>

6. AUTHORIZED FUND SHARES AND PAR VALUE PER SHARE

<TABLE>
<CAPTION>
QUEST SMALL GROWTH U.S. INVESTMENT
FOR VALUE OPPORTUNITY CAPITALIZATION AND INCOME GOVERNMENT QUALITY
---------- ----------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Authorized fund shares 35,000,000 unlimited unlimited unlimited unlimited unlimited
Par value per share $1.00 $.01 $.01 $.01 $.01 $.01
</TABLE>

7. DIVIDENDS AND DISTRIBUTIONS

The following tables summarize the per share dividends and distributions
made for the two years ended October 31, 1994:

<TABLE>
<CAPTION>
QUEST FOR SMALL
VALUE OPPORTUNITY CAPITALIZATION
-------------- -------------- --------------
YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31,
-------------- -------------- --------------
1994 1993 1994 1993 1994 1993
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Net investment income:
Class A $ 0.040 $ 0.047 $ 0.326 $ 0.069 -- --
Class B* 0.031 -- 0.313 -- -- --
Class C* 0.033 -- 0.312 -- -- --

Net realized gains:
Class A $ 0.469 $ 0.545 $ 0.219 $ 0.317 $ 1.331 $ 1.137
Class B* 0.469 -- 0.219 -- 1.331 --
Class C* 0.469 -- 0.219 -- 1.331 --
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND U.S. INVESTMENT
INCOME GOVERNMENT QUALITY
-------------- -------------- --------------
YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31,
-------------- -------------- --------------
1994 1993 1994 1993 1994 1993
------ ------ ------ ------ ------ ------

<S> <C> <C> <C> <C> <C> <C>
Net investment income:
Class A $ 0.319 $ 0.264 $ 0.593 $ 0.676 $ 0.680 $ 0.683
Class B* 0.265 0.070 0.510 0.076 0.609 0.081
Class C* 0.261 0.070 0.509 0.082 0.608 0.092

Net realized gains:
Class A $ 1.669 $ 0.333 $ 0.213 $ 0.155 $ 0.069 $ 0.056
Class B* 1.669 -- 0.213 0.009 0.069 --
Class C* 1.669 -- 0.213 0.009 0.069 --

<FN>

*Initial offering September 2, 1993.
</TABLE>

B-19
<PAGE>
OCTOBER 31, 1994

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)

8. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

At October 31, 1994, U.S. Government had written options outstanding.
Written options have elements of risk in excess of the amounts reflected in the
Statement of Assets and Liabilities. The fund, as a writer of an option, has no
control over whether the option is exercised. The underlying security may be
sold and, as a result, the fund bears the market risk of an unfavorable change
in the price of the security underlying the written option.

9. FUND ACQUISITIONS

On December 21, 1992, Growth and Income acquired, in a tax free
reorganization, the net assets of the Unified Income Fund and Unified Mutual
Shares Fund in exchange for 289,151 and 1,259,871 shares, respectively. At that
date, net assets for the Unified Income Fund and Unified Mutual Shares Fund
amounted to $3,088,136 and $13,455,422, respectively, which included $211,357
and $2,822,919, respectively, in unrealized appreciation. These assets were
combined with the net assets of Growth and Income which were $7,881,811,
immediately prior to reorganization. Expenses incurred in connection with this
acquisition approximated $34,000 which include legal costs and independent
accountants' fees. Growth and Income also received $1,168,033 in capital loss
carryovers which can be used as a reduction against future net capital gains.
These carryovers are limited by Section 382 of the Internal Revenue Code to
$188,067 annually as a result of the reorganization.

On December 28, 1992, Quest for Value acquired the net assets of the Unified
Growth Fund in exchange for 754,190 shares. At that date, net assets for Unified
Growth Fund amounted to $8,793,860, which included $486,279 in unrealized
appreciation. These assets were combined with the assets of Quest for Value
which were $157,183,979, immediately prior to reorganization. Expenses incurred
in connection with the acquisition approximated $17,000 which include legal
costs and independent auditors' fees. Quest for Value also received and used
$82,350 in capital loss carryovers to be used as a reduction against future net
capital gains realized before the fiscal year ended 2000.

10. NET CAPITAL LOSS CARRYOVER

For the fiscal year ended October 31, 1994, Growth and Income will utilize
$188,067 of net capital loss carryovers. Growth and Income has net capital loss
carryovers of $791,899 of which $558,150, $177,811 and $55,938 will be available
through the fiscal years ending 1995, 1996 and 2000, respectively, to offset net
capital gains, to the extent provided by regulations. However, due to the
reorganization described in Note 9, the loss carryovers are further limited by
IRC Section 382 to $188,067 annually. To the extent that the capital loss
carryovers are used to offset net capital gains, it is probable that the gains
so offset will not be distributed to shareholders. Also, at October 31, 1994,
Investment Quality had a net capital loss carryover of $952,880 available as a
reduction against future net capital gains realized before the end of fiscal
2002 to the extent provided by regulations.

11. SUBSEQUENT EVENTS

On December 5, 1994, the following funds declared net realized short-term
and long-term capital gain distributions, payable December 5, 1994 to
shareholders of record on the opening of business December 5, 1994 at the
following rates per share, per class:

<TABLE>
<CAPTION>
SHORT-TERM GAIN LONG-TERM GAIN
--------------- ---------------
<S> <C> <C>
Quest for Value $ 0.0924 $ 0.7355
Opportunity 0.2077 0.4058
Small Capitalization 0.3195 0.0959
Growth and Income 0.2351 0.1864
U.S. Government -- 0.0126
</TABLE>

B-20
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
---------------------------------------- ---------------------------
Dividends to Distributions to
Net Asset Net Net Realized Shareholders Shareholders
Value, Investment and Unrealized Total from from Net from Net Total
Beginning Income Gain (Loss) on Investment Investment Realized Gain on Dividends and
of Period (Loss) Investments Operations Income Investments Distributions
<S> <C> <C> <C> <C> <C> <C> <C>
QUEST FOR VALUE FUND, INC.
Class A,
YEAR ENDED OCTOBER 31,
1994 $ 12.51 $ 0.09 $ 0.50 $ 0.59 $ (0.04) $ (0.47) $ (0.51)
1993 11.71 0.05 1.34 1.39 (0.05) (0.54) (0.59)
1992 10.61 0.04 1.77 1.81 (0.07) (0.64) (0.71)
1991 7.84 0.09 2.84 2.93 (0.16) -- (0.16)
1990(2) 9.85 0.18 (1.38) (1.20) (0.26) (0.55) (0.81)
Class B,
YEAR ENDED OCTOBER 31, 1994 12.51 0.02 0.50 0.52 (0.03) (0.47)
(0.50)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 12.66(3) (0.01) (0.14) (0.15) -- -- --
Class C,
YEAR ENDED OCTOBER 31, 1994 12.50 0.01 0.51 0.52 (0.03) (0.47)
(0.50)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 12.66(3) (0.01) (0.15) (0.16) -- -- --

OPPORTUNITY FUND
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Class A,
YEAR ENDED OCTOBER 31,
1994 $ 18.71 $ 0.18 $ 1.35 $ 1.53 $ (0.33) $ (0.22) $ (0.55)
1993 16.73 0.35 2.02 2.37 (0.07) (0.32) (0.39)
1992 14.29 0.09 2.93 3.02 (0.03) (0.55) (0.58)
1991 9.74 0.03 4.78 4.81 (0.23) (0.03) (0.26)
1990 11.59 0.25 (1.64) (1.39) (0.22) (0.24) (0.46)
Class B,
YEAR ENDED OCTOBER 31, 1994 18.70 0.08 1.34 1.42 (0.31) (0.22)
(0.53)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 18.73(3) 0.02 (0.05) (0.03) -- -- --
Class C,
YEAR ENDED OCTOBER 31, 1994 18.70 0.08 1.33 1.41 (0.31) (0.22)
(0.53)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 18.73(3) 0.02 (0.05) (0.03) -- -- --

B-21
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD--CONTINUED)
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
---------------------------------------- ---------------------------
Dividends to Distributions to
Net Asset Net Net Realized Shareholders Shareholders
Value, Investment and Unrealized Total from from Net from Net Total
Beginning Income Gain (Loss) on Investment Investment Realized Gain on Dividends and
of Period (Loss) Investments Operations Income Investments Distributions
<S> <C> <C> <C> <C> <C> <C> <C>

SMALL CAPITALIZATION FUND
Class A,
YEAR ENDED OCTOBER 31,
1994 $ 17.68 $ (0.03) $ 0.01 $ (0.02) $ -- $ (1.33) $ (1.33)
1993 14.60 (0.04) 4.26 4.22 -- (1.14) (1.14)
1992 13.52 0.00 1.50 1.50 -- (0.42) (0.42)
1991 8.80 (0.05) 4.85 4.80 (0.08) -- (0.08)
1990 10.91 0.07 (2.04) (1.97) (0.08) (0.06) (0.14)
Class B,
YEAR ENDED OCTOBER 31, 1994 17.66 (0.11) 0.02 (0.09) -- (1.33) (1.33)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 17.19(3) (0.02) 0.49 0.47 -- -- --
Class C,
YEAR ENDED OCTOBER 31, 1994 17.67 (0.13) 0.02 (0.11) -- (1.33) (1.33)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 17.19(3) (0.02) 0.50 0.48 -- -- --

GROWTH AND INCOME FUND
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Class A,
YEAR ENDED OCTOBER 31,
1994 $ 11.24 $ 0.32 $ 0.55 $ 0.87 $ (0.32) $ (1.70) $ (2.02)
1993 10.80 0.30 0.73 1.03 (0.26) (0.33) (0.59)
NOVEMBER 4, 1991 (3)
TO OCTOBER 31, 1992 10.00(4) 0.28 0.80 1.08 (0.28) -- (0.28)
Class B,
YEAR ENDED OCTOBER 31, 1994 11.23 0.25 0.56 0.81 (0.27) (1.70)
(1.97)
SEPTEMBER 2, 1993 (5)
TO OCTOBER 31, 1993 11.21(4) 0.04 0.05 0.09 (0.07) -- (0.07)
Class C,
YEAR ENDED OCTOBER 31, 1994 11.23 0.24 0.56 0.80 (0.26) (1.70)
(1.96)
SEPTEMBER 2, 1993 (5)
TO OCTOBER 31, 1993 11.21(4) 0.04 0.05 0.09 (0.07) -- (0.07)

B-22
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
---------------------------------------- ---------------------------
Dividends to Distributions to
Net Asset Net Net Realized Shareholders Shareholders
Value, Investment and Unrealized Total from from Net from Net Total
Beginning Income Gain (Loss) on Investment Investment Realized Gain on Dividends and
of Period (Loss) Investments Operations Income Investments Distributions
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT INCOME FUND
Class A,
YEAR ENDED OCTOBER 31,
1994 $ 12.08 $ 0.59 $ (1.08) $ (0.49) $ (0.59) $ (0.21) $ (0.80)
1993 11.92 0.65 0.35 1.00 (0.68) (0.16) (0.84)
1992 11.80 0.74 0.18 0.92 (0.74) (0.06) (0.80)
1991 11.35 0.85 0.61 1.46 (0.86) (0.15) (1.01)
1990 11.50 0.93 (0.06) 0.87 (0.93) (0.09) (1.02)
Class B,
YEAR ENDED OCTOBER 31, 1994 12.08 0.51 (1.08) (0.57) (0.51) (0.21)
(0.72)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 12.13(3) 0.08 (0.04) 0.04 (0.08) (0.01) (0.09)
Class C,
YEAR ENDED OCTOBER 31, 1994 12.08 0.51 (1.08) (0.57) (0.51) (0.21)
(0.72)
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 12.13(3) 0.08 (0.04) 0.04 (0.08) (0.01) (0.09)

<CAPTION>
RATIOS
---------------------------------------
Ratio of Net Ratio of Net
Net Asset Net Assets Operating Investment
Value, End of Expenses Income (Loss) Portfolio
End of Total Period to Average to Average Turnover
Period Return* (000's) Net Assets Net Assets Rate
<S> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT INCOME FUND
Class A,
YEAR ENDED OCTOBER 31,
1994 $ 10.79 (4.15%) $123,257 1.20%(1,2) 5.19%(1,2) 126%
1993 12.08 8.55% 189,091 1.15%(2) 5.33%(2) 315%
1992 11.92 7.98% 151,197 1.15%(2) 6.26%(2) 207%
1991 11.80 13.40% 82,400 1.15%(2) 7.24%(2) 309%
1990 11.35 7.98% 52,742 1.15%(2) 8.21%(2) 101%
Class B,
YEAR ENDED OCTOBER 31, 1994 10.79 (4.84%) 6,813 1.92%(1,2) 4.53%(1,2) 126%
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 12.08 0.29% 1,286 1.85%(2,5) 3.07%(2,5) 315%
Class C,
YEAR ENDED OCTOBER 31, 1994 10.79 (4.84%) 1,224 1.94%(1,2) 4.57%(1,2) 126%
SEPTEMBER 2, 1993 (4)
TO OCTOBER 31, 1993 12.08 0.34% 141 1.85%(2,5) 3.89%(2,5) 315%
<FN>
(1) AVERAGE NET ASSETS FOR THE YEAR ENDED OCTOBER 31, 1994, FOR CLASSES A, B,
AND C WERE $155,279,927, $4,348,538, AND $861,570, RESPECTIVELY.
(2) DURING THE PERIODS PRESENTED ABOVE, THE ADVISER VOLUNTARILY WAIVED A PORTION
OF ITS FEES. IF SUCH WAIVERS HAD NOT BEEN IN EFFECT, THE RATIOS OF NET
OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET INVESTMENT
INCOME TO AVERAGE NET ASSETS FOR CLASS A WOULD HAVE BEEN 1.23% AND 5.16%,
RESEPCTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1994, 1.20% AND 5.28%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1993, 1.17% AND 6.24%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1992, 1.46% AND 6.93%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1991 AND 1.44% AND 7.92%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1990. THE RATIOS OF NET
OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET INVESTMENT
INCOME TO AVERAGE NET ASSETS WOULD HAVE BEEN 1.93% AND 4.52%, RESPECTIVELY,
FOR CLASS B AND 1.95% AND 4.56%, RESPECTIVELY, FOR CLASS C, FOR THE YEAR
ENDED OCTOBER 31, 1994 AND 1.96% AND 2.96%, ANNUALIZED, RESPECTIVELY, FOR
CLASS B AND 1.96% AND 3.78%, ANNUALIZED, RESPECTIVELY, FOR CLASS C, FOR THE
PERIOD SEPTEMBER 2, 1993 (INITIAL OFFERING) TO OCTOBER 31, 1993.
(3) OFFERING PRICE.
(4) INITIAL OFFERING OF CLASS B AND CLASS C SHARES.
(5) ANNUALIZED.
</TABLE>
INVESTMENT QUALITY INCOME FUND
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Class A,
YEAR ENDED OCTOBER 31,
1994 $ 11.49 $ 0.68 $ (1.75) $ (1.07) $ (0.68) $ (0.07) $ (0.75)
1993 10.36 0.68 1.19 1.87 (0.68) (0.06) (0.74)
1992 10.06 0.80 0.30 1.10 (0.80) -- (0.80)
DECEMBER 18, 1990 (3)
TO OCTOBER 31, 1991 10.00(4) 0.71 0.06 0.77 (0.71) -- (0.71)
Class B,
YEAR ENDED OCTOBER 31, 1994 11.49 0.61 (1.75) (1.14) (0.61) (0.07)
(0.68)
SEPTEMBER 2, 1993 (5)
TO OCTOBER 31, 1993 11.52(4) 0.08 (0.03) 0.05 (0.08) -- (0.08)
Class C,
YEAR ENDED OCTOBER 31, 1994 11.49 0.61 (1.75) (1.14) (0.61) (0.07)
(0.68)
SEPTEMBER 2, 1993 (5)
TO OCTOBER 31, 1993 11.52(4) 0.09 (0.03) 0.06 (0.09) -- (0.09)

<CAPTION>
Class A,
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED OCTOBER 31,
1994 $ 9.67 (9.61%) $ 46,922 1.29%(1,2) 6.47%(1,2) 33%
1993 11.49 18.64% 61,288 1.20%(2) 6.07%(2) 12%
1992 10.36 11.21% 29,701 0.95%(2) 7.62%(2) 18%
DECEMBER 18, 1990 (3)
TO OCTOBER 31, 1991 10.06 8.11% 17,235 0.82%(2,6) 8.25%(2,6) 19%
Class B,
YEAR ENDED OCTOBER 31, 1994 9.67 (10.22%) 6,605 1.92%(1,2) 5.85%(1,2) 33%
SEPTEMBER 2, 1993 (5)
TO OCTOBER 31, 1993 11.49 0.45% 1,468 1.84%(2,6) 3.68%(2,6) 12%
Class C,
YEAR ENDED OCTOBER 31, 1994 9.67 (10.23%) 2,583 1.90%(1,2) 6.01%(1,2) 33%
SEPTEMBER 2, 1993 (5)
TO OCTOBER 31, 1993 11.49 0.55% 101 1.84%(2,6) 4.83%(2,6) 12%
<FN>
(1) AVERAGE NET ASSETS FOR THE YEAR ENDED OCTOBER 31, 1994, FOR CLASSES A, B,
AND C WERE $53,805,286, $4,176,936, AND $1,983,143, RESPECTIVELY.
(2) DURING THE PERIODS PRESENTED ABOVE, THE ADVISER VOLUNTARILY WAIVED ALL OR A
PORTION OF ITS FEES AND REIMBURSED THE FUND FOR A PORTION OF ITS OPERATING
EXPENSES. IF SUCH WAIVERS AND REIMBURSEMENTS HAD NOT BEEN IN EFFECT, THE
RATIOS OF NET OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET
INVESTMENT INCOME TO AVERAGE NET ASSETS FOR CLASS A WOULD HAVE BEEN 1.59%
AND 6.17%, RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1994, 1.50% AND
5.77%, RESEPCTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1993, 1.72% AND 6.85%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1992, AND 2.11% AND 6.96%,
ANNUALIZED, RESPECTIVELY, FOR THE PERIOD DECEMBER 18, 1990 (COMMENCEMENT OF
OPERATIONS) TO OCTOBER 31, 1991. THE RATIOS OF NET OPERATING EXPENSES TO
AVERAGE NET ASSETS AND THE RATIOS OF NET INVESTMENT INCOME TO AVERAGE NET
ASSETS WOULD HAVE BEEN 2.23% AND 5.54%, RESPECTIVELY, FOR CLASS B AND 2.21%
AND 5.70%, RESPECTIVELY, FOR CLASS C, FOR THE YEAR ENDED OCTOBER 31, 1994
AND 2.07% AND 3.45%, ANNUALIZED, RESPECTIVELY, FOR CLASS B AND 2.06% AND
4.61%, ANNUALIZED, RESPECTIVELY, FOR CLASS C FOR THE PERIOD SEPTEMBER 2,
1993 (INITIAL OFFERING) TO OCTOBER 31, 1993.
(3) COMMENCEMENT OF OPERATIONS.
(4) OFFERING PRICE.
(5) INITIAL OFFERING OF CLASS B AND CLASS C SHARES.
(6) ANNUALIZED.
- ------------------------------
* ASSUMES REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS, BUT DOES NOT
REFLECT DEDUCTIONS FOR SALES CHARGES. AGGREGATE (NOT ANNUALIZED) TOTAL
RETURN IS SHOWN FOR ANY PERIOD SHORTER THAN ONE YEAR.
</TABLE>
B-23

<PAGE>
APRIL 30, 1995

- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (UNAUDITED)

QUEST FOR VALUE FUND, INC.
<TABLE>
<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
SHORT-TERM CORPORATE NOTES -- 12.9%
<C> <S> <C>
AUTOMOTIVE -- 0.7%
Ford Motor Credit Co.
$ 1,300,000 5.98%, 5/01/95 $ 1,300,000
578,000 5.98%, 5/15/95 576,656
------------
1,876,656
------------
BANKING -- 4.6%
13,000,000 Norwest Financial, Inc.
5.94%, 5/30/95 12,937,795
------------
COMPUTERS -- 0.5%
IBM Credit Corp.
800,000 5.95%, 5/30/95 796,165
700,000 5.99%, 5/08/95 699,185
------------
1,495,350
------------
INSURANCE -- 2.1%
6,000,000 Prudential Funding Corp.
5.98%, 5/08/95 5,993,023
------------
MACHINERY & ENGINEERING -- 1.3%
3,800,000 Deere (John) Capital Corp.
5.94%, 5/30/95 3,781,817
------------
MISCELLANEOUS FINANCIAL SERVICES -- 2.9%
4,800,000 Commercial Credit Co. (A)
5.85%, 5/09/95 4,794,447
Household Finance Corp.
487,000 5.97%, 5/15/95 485,869
3,000,000 5.97%, 5/22/95 2,989,553
------------
8,269,869
------------
OIL/GAS -- 0.8%
2,100,000 Chevron Oil Finance Co.
5.97%, 5/01/95 2,100,000
------------
Total Short-Term Corporate Notes
(cost -- $36,454,510) $ 36,454,510
------------

<CAPTION>
<C> <S> <C>
- ------------------------------------------------------
<CAPTION>
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
<C> <S> <C>

CONVERTIBLE CORPORATE BONDS -- 0.8%
REAL ESTATE
$ 2,314,448 Security Capital Realty, Inc. (B)
12.00%, 6/30/14
(cost -- $2,181,786) $ 2,314,448
------------
<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS -- 86.2%
AEROSPACE -- 8.7%
215,000 AlliedSignal, Inc. $ 8,519,375
177,000 McDonnell Douglas Corp. 10,974,000
90,000 Sundstrand Corp. 4,995,000
------------
24,488,375
------------
APPAREL -- 2.3%
372,600 Warnaco Group, Inc. (Class A)* 6,380,775
------------
BANKING -- 2.7%
196,215 Mellon Bank Corp. 7,701,439
------------
CHEMICALS -- 3.3%
81,000 Hercules, Inc. 4,039,875
64,000 Monsanto Co. 5,328,000
------------
9,367,875
------------
CONGLOMERATES -- 1.8%
90,200 General Electric Co. 5,051,200
------------
CONTAINERS -- 1.4%
90,700 Temple-Inland, Inc. 3,990,800
------------
COSMETICS/TOILETRIES -- 1.5%
67,800 Avon Products, Inc. 4,288,350
------------
DRUGS & MEDICAL PRODUCTS -- 4.6%
163,000 Becton, Dickinson & Co. 9,087,250
48,000 Warner-Lambert Co. 3,828,000
------------
12,915,250
------------
ELECTRONICS -- 6.4%
177,000 Arrow Electronics, Inc.* 8,230,500
97,000 Intel Corp. 9,930,375
------------
18,160,875
------------
HOUSEHOLD PRODUCTS -- 0.9%
52,100 Premark International, Inc. 2,513,825
------------
</TABLE>

* Non-income producing security.

B-25
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
INSURANCE -- 16.9%
<C> <S> <C>
66,000 American International Group,
Inc. $ 7,045,500
434,200 EXEL Ltd. 19,756,100
30,000 General Reinsurance Corp. 3,821,250
212,000 Progressive Corp., Ohio 8,003,000
101,000 Transamerica Corp. 5,719,125
76,000 UNUM Corp. 3,258,500
------------
47,603,475
------------
MACHINERY & ENGINEERING -- 1.4%
160,000 Case Corp. 4,060,000
------------
METALS/MINING -- 2.5%
8,518 Freeport McMoRan, Copper &
Gold (Class A) 177,813
398,000 Freeport McMoRan, Inc. 7,014,750
------------
7,192,563
------------
MISCELLANEOUS FINANCIAL SERVICES -- 11.4%
200,000 American Express Co. 6,950,000
110,000 Citicorp 5,101,250
270,000 Countrywide Credit Industries,
Inc. 4,961,250
152,000 Federal Home Loan Mortgage
Corp. 9,918,000
50,200 John Alden Financial Corp. 909,875
60,000 Morgan Stanley Group, Inc. 4,170,000
------------
32,010,375
------------
REAL ESTATE -- 1.0%
3,050 Security Capital Realty, Inc.
(B) 2,689,844
------------
RETAIL -- 10.5%
210,000 J.C. Penney Co. 9,187,500
348,000 May Department Stores Co. 12,615,000
175,000 Mercantile Stores Co., Inc. 7,743,750
------------
29,546,250
------------
TELECOMMUNICATIONS -- 1.7%
344 Bell Atlantic Corp. 18,877
145,200 Sprint Corp. 4,791,600
------------
4,810,477
------------
TEXTILES -- 1.4%
300,000 Shaw Industries, Inc. $ 3,937,500
------------
TOBACCO/BEVERAGES/FOOD PRODUCTS -- 3.2%
116,000 Dole Food Co. 3,465,500
200,000 Sara Lee Corp. 5,575,000
------------
9,040,500
------------

<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
<C> <S> <C>
TOYS/GAMES/HOBBY -- 2.6%
232,000 Hasbro, Inc. 7,366,000
------------
Total Common Stocks
(cost -- $193,143,927) $243,115,748
------------
</TABLE>

<TABLE>
<S> <C> <C>
Total Investments
(cost -- $231,780,223) 99.9 % $ 281,884,706

Other Assets in Excess of
Other Liabilities 0.1 116,210
--------- -------------
TOTAL NET ASSETS 100.0 % $ 282,000,916
--------- -------------
--------- -------------

OPPORTUNITY FUND
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
U.S. GOVERNMENT AGENCY -- 1.1%
$ 4,020,000 Federal Home Loan Bank
5.93%, 5/01/95
(cost -- $4,020,000) $ 4,020,000
------------
SHORT-TERM CORPORATE NOTES -- 13.8%
AUTOMOTIVE -- 0.4%
$ 1,260,000 Ford Motor Credit Co.
5.96%, 5/01/95 $ 1,260,000
------------
BANKING -- 1.1%
Norwest Financial, Inc.
3,630,000 5.96%, 5/22/95 3,617,380
362,000 5.98%, 5/01/95 362,000
------------
3,979,380
------------
</TABLE>

* Non-income producing security.

(A) Security is segregated as collateral for pending purchase of Security
Capital Realty, Inc.

(B) Restricted Securities (the Fund will not bear any costs, including those
involved in registration under the Securities Act of 1933, in connection
with the disposition of these securities):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
DATE OF VALUATION AS OF
DESCRIPTION ACQUISITION PAR AMOUNT SHARES UNIT COST APRIL 30, 1995

<CAPTION>
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Security Capital
Realty, Inc.
12.00%, 6/30/14 9/15/94 $2,314,448 -- $ 94 $100
Security Capital
Realty, Inc.
Common Stock 9/15/94 -- 3,050 926 882
</TABLE>

B-26
<PAGE>
APRIL 30, 1995

- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (UNAUDITED) (CONTINUED)

OPPORTUNITY FUND (CONT'D)
<TABLE>
<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
<C> <S> <C>
COMPUTERS -- 0.1%
$ 445,000 IBM Credit Corp.
5.99%, 5/08/95 $ 444,482
------------
INSURANCE -- 2.3%
Prudential Funding Corp.
970,000 5.97%, 5/01/95 970,000
7,027,000 5.98%, 5/08/95 7,018,829
------------
7,988,829
------------
MACHINERY & ENGINEERING -- 0.4%
1,465,000 Deere (John) Capital Corp.
5.92%, 5/22/95 1,459,941
------------
MISCELLANEOUS FINANCIAL SERVICES -- 8.4%
4,140,000 Beneficial Corp.
5.95%, 5/08/95 4,135,211
13,690,000 Commercial Credit Co.
5.95%, 5/08/95 13,674,161
11,915,000 Household Finance Corp.
5.97%, 5/15/95 11,887,337
------------
29,696,709
------------
OIL/GAS -- 1.1%
990,000 Chevron Oil Finance Co.
5.97%, 5/01/95 990,000
2,960,000 Texaco, Inc.
5.96%, 5/22/95 2,949,709
------------
3,939,709
------------
Total Short-Term Corporate Notes
(cost -- $48,769,050) $ 48,769,050
------------
U.S. TREASURY NOTES -- 0.9%
$ 1,000,000 7.50%, 11/15/01 $ 1,027,810
1,000,000 7.50%, 5/15/02 1,030,160
550,000 7.875%, 4/15/98 566,588
550,000 7.875%, 8/15/01 575,867
------------
Total U.S. Treasury Notes
(cost -- $3,146,446) $ 3,200,425
------------

<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
<C> <S> <C>
COMMON STOCKS -- 84.1%
AEROSPACE -- 9.6%
400,000 McDonnell Douglas Corp. $ 24,800,000
120,000 Northrop Grumman Corp. 5,955,000
60,000 Sundstrand Corp. 3,330,000
------------
34,085,000
------------
<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
<C> <S> <C>
BANKING -- 16.0%
500,000 Citicorp $ 23,187,500
34,000 First Empire State Corp. 5,457,000
420,000 Mellon Bank Corp. 16,485,000
70,000 Wells Fargo & Co. 11,611,250
------------
56,740,750
------------
CASINOS/GAMING -- 1.1%
100,000 Promus Companies, Inc.* 3,850,000
------------
CHEMICALS -- 3.2%
225,000 Hercules, Inc. 11,221,875
------------
CONSUMER PRODUCTS -- 2.6%
300,000 Reebok International Ltd. 9,375,000
------------
COSMETICS/TOILETRIES -- 1.1%
60,000 Avon Products, Inc. 3,795,000
------------
DRUGS & MEDICAL PRODUCTS -- 3.3%
105,000 Becton, Dickinson & Co. 5,853,750
75,000 Warner-Lambert Co. 5,981,250
------------
11,835,000
------------
ELECTRONICS -- 8.6%
190,000 Intel Corp. 19,451,250
50,000 Raychem Corp. 1,781,250
445,000 Unitrode Corp.* 9,233,750
------------
30,466,250
------------
HEALTHCARE SERVICES -- 1.8%
435,000 National Health Laboratories,
Inc.* 6,525,000
------------
INSURANCE -- 5.9%
300,000 EXEL Ltd. 13,650,000
60,000 Transamerica Corp. 3,397,500
90,000 Travelers, Inc. 3,723,750
------------
20,771,250
------------
METALS/MINING -- 2.2%
200,000 Freeport McMoRan, Copper &
Gold (Class A) 4,175,000
202,500 Freeport McMoRan, Inc. 3,569,062
------------
7,744,062
------------
MISCELLANEOUS FINANCIAL SERVICES -- 10.4%
230,000 American Express Co. 7,992,500
480,000 Countrywide Credit Industries,
Inc. 8,820,000
230,000 Federal Home Loan Mortgage
Corp. 15,007,500
55,000 Federal National Mortgage
Assoc. 4,853,750
------------
36,673,750
------------
</TABLE>

* Non-income producing security.

B-27
<PAGE>
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
OIL/GAS -- 6.0%
<C> <S> <C>
80,000 Mapco, Inc. $ 4,550,000
240,000 Tenneco, Inc. 11,010,000
149,300 Triton Energy Corp.* 5,748,050
------------
21,308,050
------------
PAPER PRODUCTS -- 4.9%
330,000 Champion International Corp. 14,520,000
30,000 Scott Paper Co. 2,673,750
------------
17,193,750
------------
TELECOMMUNICATIONS -- 2.1%
220,000 Sprint Corp. 7,260,000
------------
TEXTILES -- 2.5%
161,500 Collins & Aikman Corp.* 1,211,250
600,000 Shaw Industries, Inc. 7,875,000
------------
9,086,250
------------
TOYS/GAMES/HOBBY -- 2.3%
350,000 Mattel, Inc. 8,312,500
------------
OTHER -- 0.5%
50,000 Alliant Techsystems, Inc.* 1,843,750
------------
Total Common Stocks
(cost -- $250,665,773) $298,087,237
------------
</TABLE>

<TABLE>
<S> <C> <C>
Total Investments
(cost -- $306,601,269) 99.9 % $354,076,712
Other Assets in Excess of
Other Liabilities 0.1 248,508
-------- ------------
TOTAL NET ASSETS 100.0 % $354,325,220
-------- ------------
-------- ------------
</TABLE>

SMALL CAPITALIZATION FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
<C> <S> <C>
SHORT-TERM CORPORATE NOTES -- 18.1%
AUTOMOTIVE -- 0.2%
$ 325,000 Ford Motor Credit Co.
5.96%, 5/01/95 $ 325,000
------------
BANKING -- 1.7%
Norwest Financial, Inc.
1,120,000 5.94%, 5/30/95 1,114,641
1,296,000 5.96%, 5/22/95 1,291,494
------------
2,406,135
------------

<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
<C> <S> <C>
COMPUTERS -- 1.2%
IBM Credit Corp.
$ 1,123,000 5.93%, 5/22/95 $ 1,119,115
550,000 5.95%, 5/30/95 547,364
------------
1,666,479
------------
CONGLOMERATES -- 1.6%
2,335,000 General Electric Capital Corp.
5.96%, 5/22/95 2,326,882
------------
INSURANCE -- 3.6%
Prudential Funding Corp.
400,000 5.93%, 5/30/95 398,089
4,852,000 5.98%, 5/08/95 4,846,358
------------
5,244,447
------------
MACHINERY & ENGINEERING -- 4.8%
6,910,000 Deere (John) Capital Corp.
5.94%, 5/30/95 6,876,936
------------
MISCELLANEOUS FINANCIAL SERVICES -- 3.6%
Beneficial Corp.
386,000 5.95%, 5/08/95 385,554
1,373,000 5.95%, 5/15/95 1,369,823
Commercial Credit Co.
475,000 5.95%, 5/08/95 474,451
1,500,000 5.97%, 5/22/95 1,494,776
1,432,000 Household Finance Corp.
5.97%, 5/15/95 1,428,675
------------
5,153,279
------------
OIL/GAS -- 1.4%
Chevron Oil Finance Co.
875,000 5.94%, 5/30/95 870,813
1,190,000 6.00%, 5/08/95 1,188,612
------------
2,059,425
------------
Total Short-Term Corporate Notes
(cost -- $26,058,583) $ 26,058,583
------------
CORPORATE NOTES & BONDS -- 0.4%
AUTOMOTIVE -- 0.0%
$ 62,950 Collins Industries, Inc.
8.75%, 1/11/00 $ 55,363
------------
OIL/GAS -- 0.4%
500,000 Global Marine, Inc.
12.75%, 12/15/99 546,875
------------
Total Corporate Notes & Bonds
(cost -- $587,196) $ 602,238
------------
</TABLE>

* Non-income producing security.

B-28
<PAGE>
APRIL 30, 1995

- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (UNAUDITED) (CONTINUED)

SMALL CAPITALIZATION FUND (CONT'D)

<TABLE>
<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
CONVERTIBLE CORPORATE BONDS -- 1.0%
<C> <S> <C>
REAL ESTATE
$ 1,385,009 Security Capital Realty, Inc.
(A)
12.00%, 6/30/14
(cost -- $1,306,709) $ 1,385,009
------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
<C> <S> <C>
CONVERTIBLE PREFERRED STOCKS -- 0.1%
RETAIL
36,000 Family Bargain Corp.
$0.95 Conv. Pfd.
(cost -- $360,000) $ 207,000
------------
COMMON STOCKS -- 78.3%
ADVERTISING -- 5.4%
57,600 Katz Media Group, Inc. $ 928,800
39,000 Omnicom Group, Inc. 2,169,375
246,200 True North Communications 4,677,800
------------
7,775,975
------------
AEROSPACE -- 0.6%
130,000 BE Aerospace, Inc.* 926,250
------------
APPAREL -- 1.5%
128,000 Warnaco Group, Inc. (Class A)* 2,192,000
------------
AUTOMOTIVE -- 1.1%
126,000 Collins Industries, Inc.* 267,750
65,100 Masland Corp. 895,125
70,000 Sudbury, Inc.* 476,875
------------
1,639,750
------------
BUILDING & CONSTRUCTION -- 4.3%
145,000 CRSS, Inc. 1,377,500
132,600 D.R. Horton, Inc. 1,292,850
5,500 Insituform Technologies (Class
A)* 70,812
165,000 Martin Marietta Materials,
Inc. 3,423,750
------------
6,164,912
------------
CHEMICALS -- 2.3%
141,400 OM Group, Inc. 3,375,925
------------
COMPUTER SERVICES -- 2.8%
147,700 BancTec, Inc.* 2,510,900
89,000 Exabyte Corp.* 1,123,625
34,600 Globalink, Inc.* 406,550
------------
4,041,075
------------

<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
<C> <S> <C>
DRUGS & MEDICAL PRODUCTS -- 3.3%
125,900 Sybron International Corp.* $ 4,674,038
------------
ELECTRONICS -- 6.5%
37,000 Arrow Electronics, Inc.* 1,720,500
37,000 Dionex Corp.* 1,535,500
195,500 Marshall Industries* 5,400,687
35,000 Unitrode Corp.* 726,250
------------
9,382,937
------------
HEALTHCARE SERVICES -- 1.3%
14,000 Community Health Systems,
Inc.* 486,500
54,000 Spacelabs Medical, Inc. 1,323,000
------------
1,809,500
------------
INSURANCE -- 2.1%
55,300 Capsure Holdings Corp. 725,813
23,400 E.W. Blanch Holdings, Inc. 438,750
112,500 Guaranty National Corp. 1,856,250
------------
3,020,813
------------
JEWELRY -- 1.6%
170,000 North American Watch Corp. 2,337,500
------------
LEASING -- 1.3%
121,700 Interpool, Inc.* 1,795,075
------------
MACHINERY & ENGINEERING -- 5.1%
12,700 Baldwin Technologies Co. 74,612
97,100 BWIP Holdings, Inc. (Class A) 1,711,387
160,000 Crane Co. 5,560,000
------------
7,345,999
------------
MANUFACTURING -- 1.4%
50,000 Giddings & Lewis, Inc. 906,250
55,000 Harmon Industries, Inc. 783,750
131,300 Interlake Corp.* 377,488
------------
2,067,488
------------
METALS/MINING -- 0.5%
70,000 Olympic Steel, Inc.* 682,500
------------
MISCELLANEOUS FINANCIAL SERVICES -- 4.2%
150,000 AmeriCredit Corp.* 1,350,000
49,700 John Alden Financial Corp. 900,813
200,000 SafeCard Services, Inc. 3,500,000
24,300 Union Corp.* 337,163
------------
6,087,976
------------
</TABLE>

* Non-income producing security.

B-29
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
<C> <S> <C>
OIL/GAS -- 7.5%
136,800 Aquila Gas Pipeline Corp. $ 1,162,800
300,155 Global Natural Resources,
Inc.* 2,964,031
125,000 Nahama & Weagant Energy Co.* 1,250
137,500 Noble Drilling Corp.* 910,937
165,000 Petroleum Heat & Power, Inc.
(Class A) 1,196,250
74,400 St. Mary Land & Exploration
Co. 948,600
116,200 Tesoro Petroleum Corp. 1,147,475
65,000 Triton Energy Corp.* 2,502,500
------------
10,833,843
------------
PAPER PRODUCTS -- 0.9%
61,500 CSS Industries, Inc.* 1,030,125
40,000 Repap Enterprises, Inc. 281,250
------------
1,311,375
------------
PRINTING/PUBLISHING -- 3.4%
72,000 CCH, Inc. (Class B) 1,161,000
119,100 Nu-Kote Holdings, Inc. (Class
A)* 3,275,250
12,250 Pulitzer Publishing Co. 494,594
------------
4,930,844
------------
REAL ESTATE -- 8.7%
151,800 Cousins Properties, Inc. 2,542,650
44,000 Post Properties, Inc. 1,303,500
231,600 Security Capital Industrial
Trust, Inc. 3,618,750
199,363 Security Capital Pacific Trust 3,488,853
1,800 Security Capital Realty, Inc.
(A) 1,587,600
------------
12,541,353
------------
RETAIL -- 4.0%
18,000 Blair Corp. 623,250
64,700 Brookstone, Inc.* 331,587
304,700 Cash America International,
Inc. 2,323,337
173,700 Fingerhut Companies, Inc. 2,019,262
52,500 Freds, Inc. 511,875
------------
5,809,311
------------
<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
<C> <S> <C>
SECURITY/INVESTIGATION SERVICES -- 0.3%
202,910 Automated Security Holdings
PLC ADS $ 380,456
------------
TEXTILES -- 4.0%
89,000 Collins & Aikman Corp.* 667,500
15,700 Culp, Inc. 153,075
40,000 Dyersburg Corp. 215,000
42,700 Fab Industries, Inc. 1,286,338
244,900 Mohawk Industries, Inc.* 3,367,375
------------
5,689,288
------------
TOBACCO/BEVERAGES/FOOD PRODUCTS -- 1.0%
55,900 Morningstar Group, Inc. 447,200
89,700 Sylvan Food Holdings, Inc.* 1,031,550
------------
1,478,750
------------
UTILITIES -- 2.0%
221,200 Sithe Energies, Inc.* 1,935,500
46,000 UGI Corp. 891,250
------------
2,826,750
------------
OTHER -- 1.2%
107,500 McGrath RentCorp. 1,679,688
------------
Total Common Stocks
(cost -- $110,337,018) $112,801,371
------------
</TABLE>

<TABLE>
<S> <C> <C>
Total Investments
(cost --
$138,649,506) 97.9 % $141,054,201
Other Assets in
Excess of
Other Liabilities 2.1 3,089,011
--------- -----------
TOTAL NET ASSETS 100.0 % $144,143,212
--------- -----------
--------- -----------
</TABLE>

* Non-income producing security.

(A) Restricted Securities (the Fund will not bear any costs, including those
involved in registration under the Securities Act of 1933, in connection
with the disposition of these securities):

<TABLE>
<CAPTION>
DATE OF VALUATION AS OF
DESCRIPTION ACQUISITION PAR AMOUNT SHARES UNIT COST APRIL 30, 1995
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Security Capital Realty, Inc.
12.00%, 6/30/14 6/16/94 $1,385,009 -- $ 94 $ 100
Security Capital Realty, Inc.
Common Stock 8/02/93 -- 1,800 684 882
</TABLE>

B-30
<PAGE>
APRIL 30, 1995

- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (UNAUDITED) (CONTINUED)

GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
<C> <S> <C>
U.S. GOVERNMENT AGENCY -- 2.0%
$ 755,000 Federal Home Loan Bank
5.93%, 5/01/95
(cost -- $755,000) $ 755,000
------------
SHORT-TERM CORPORATE NOTES -- 27.2%
AUTOMOTIVE -- 3.4%
$ 1,295,000 Ford Motor Credit Co.
5.94%, 5/12/95 $ 1,292,650
------------
COMPUTERS -- 2.6%
1,000,000 IBM Credit Corp.
5.93%, 5/15/95 997,694
------------
CONGLOMERATES -- 4.7%
General Electric Capital Corp.
860,000 5.93%, 5/05/95 859,433
929,000 5.96%, 5/08/95 927,923
------------
1,787,356
------------
MACHINERY/ENGINEERING -- 3.0%
1,133,000 Deere (John) Capital Corp.
5.90%, 5/03/95 1,132,629
------------
MISCELLANEOUS FINANCIAL SERVICES -- 11.6%
1,729,000 American Express Credit Corp.
5.95%, 5/02/95 1,728,714
CIT Group Holdings, Inc.
715,000 5.89%, 5/08/95 714,181
1,134,000 5.92%, 5/03/95 1,133,627
860,000 Household Finance Corp.
5.94%, 5/05/95 859,432
------------
4,435,954
------------
OIL/GAS -- 1.9%
716,000 Chevron Oil Finance Co.
5.90%, 5/08/95 715,179
------------
Total Short-Term Corporate Notes
(cost -- $10,361,462) $ 10,361,462
------------
CORPORATE NOTES & BONDS -- 8.6%
ENTERTAINMENT -- 4.2%
$ 5,000,000 Time Warner, Inc.
Zero Coupon, 12/17/12 $ 1,618,750
------------
TELECOMMUNICATIONS -- 4.4%
3,000,000 Nextel Communications, Inc.
0.00/11.50%, 9/01/03 ** 1,657,500
------------
Total Corporate Notes & Bonds
(cost -- $3,655,626) $ 3,276,250
------------

- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
<C> <S> <C>
CONVERTIBLE PREFERRED STOCKS -- 9.9%
OIL/GAS -- 6.0%
180,000 Gerrity Oil & Gas Corp.
$1.50 Conv. Pfd. $ 2,295,000
------------
TOBACCO/BEVERAGES/FOOD PRODUCTS -- 3.9%
80,000 Flagstar Companies, Inc.
$2.25 Conv. Pfd. 1,500,000
------------
Total Convertible Preferred Stocks
(cost -- $4,504,546) $ 3,795,000
------------
COMMON STOCKS -- 53.7%
AEROSPACE -- 7.4%
20,000 Boeing Co. $ 1,100,000
28,000 McDonnell Douglas Corp. 1,736,000
------------
2,836,000
------------
AUTOMOTIVE -- 1.2%
10,000 General Motors Corp. 451,250
------------
BANKING -- 7.4%
35,000 Citicorp 1,623,125
5,000 First Interstate Bancorp 384,375
10,000 Mellon Bank Corp. 392,500
15,000 U.S. Bancorp 414,375
------------
2,814,375
------------
CONGLOMERATES -- 1.6%
40,000 Canadian Pacific Ltd. 610,000
------------
CONTAINERS -- 6.2%
30,000 Stone Container Corp.* 596,250
40,000 Temple-Inland, Inc. 1,760,000
------------
2,356,250
------------
ELECTRONICS -- 4.3%
16,000 Intel Corp. 1,638,000
------------
HEALTHCARE SERVICES -- 1.1%
10,000 Columbia/HCA Healthcare Corp. 420,000
------------
HOUSEHOLD PRODUCTS -- 4.4%
35,000 Premark International, Inc. 1,688,750
------------
</TABLE>

<TABLE>
<C> <S> <C>
INSURANCE -- 4.3%
10,000 AFLAC, Inc. 412,500
10,000 Progressive Corp., Ohio 377,500
20,000 Travelers, Inc. 827,500
------------
1,617,500
------------
METALS/MINING -- 5.1%
93,687 Freeport McMoRan, Copper &
Gold (Class A) 1,955,716
------------
</TABLE>

* Non-income producing security.

** Represents a step-up floater which will receive 0.00% interest until 9/01/98,
then will "step-up" to 11.50% until maturity.

B-31
<PAGE>
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------
SHARES VALUE
- ------------------------------------------------------
METALS/MINING (CONT'D)
<C> <S> <C>
MISCELLANEOUS FINANCIAL SERVICES -- 2.0%
20,000 Countrywide Credit Industries,
Inc. $ 367,500
6,000 Federal Home Loan Mortgage
Corp. 391,500
------------
759,000
------------
OIL/GAS -- 1.9%
5,000 McMoRan Oil & Gas Corp. 13,750
10,000 Triton Energy Corp.* 385,000
15,000 Union Texas Petroleum
Holdings, Inc. 320,625
------------
719,375
------------
TELECOMMUNICATIONS -- 4.8%
55,000 Sprint Corp. 1,815,000
------------
</TABLE>

<TABLE>
<S> <C> <C> <C>
TEXTILES -- 2.0%
20,000 Shaw Industries, Inc. 262,500
20,000 Unifi, Inc. 502,500
-------------
765,000
-------------
Total Common Stocks
(cost -- $17,690,285) $ 20,446,216
-------------
Total Investments
(cost -- $36,966,919) 101.4% $ 38,633,928
Other Liabilities in Excess of
Other Assets (1.4) (536,829)
------- -------------
TOTAL NET ASSETS 100.0 % $ 38,097,099
------- -------------
------- -------------
</TABLE>

U.S. GOVERNMENT INCOME FUND
<TABLE>
<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
<C> <S> <C>
REPURCHASE AGREEMENT -- 24.1%
$30,850,000 Lehman Brothers, 5.90%,
5/02/95
(proceeds at maturity:
$30,855,056, collateralized
by $19,275,000 and
$10,940,000 par, $20,423,790
and $11,051,588 value, U.S.
Treasury Notes, 7.50%,
10/31/99 and 6.875%,
8/31/99, respectively.)
(cost -- $30,850,000) $ 30,850,000
------------
FEDERAL HOME LOAN MORTGAGE
CORPORATION -- 0.6%
$ 735,108 9.50%, 12/01/02 - 11/01/03
(cost -- $740,736) $ 763,593
------------

<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
<C> <S> <C>
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION I -- 47.6%
$20,299,186 7.00%, 10/15/22 - 11/15/23 (A) $ 19,214,398
16,436,078 7.50%, 2/15/22 - 2/15/24 16,030,271
13,594,094 8.00%, 4/15/02 - 2/15/23 (A) 13,617,665
11,189,477 8.50%, 6/15/01 - 9/15/24 (A) 11,412,022
566,178 10.50%, 1/15/98 - 12/15/00 596,961
------------
Total Government National Mortgage
Association I (cost -- $63,765,062) $ 60,871,317
------------
U.S. TREASURY BOND -- 7.8%
$10,000,000 7.50%, 11/15/16 (A)
(cost -- $9,314,127) $ 10,045,300
------------
U.S. TREASURY NOTES -- 26.9%
$20,000,000 6.625%, 3/31/97 (A) $ 20,012,400
14,000,000 7.75%, 11/30/99 14,468,160
------------
(cost -- $34,434,623) $ 34,480,560
------------
</TABLE>

<TABLE>
<C> <S> <C> <C>
Total Investments
(cost -- $139,104,548) 107.0% $137,010,770
----- ------------
- ------------------------------------------------------
PRINCIPAL
AMOUNT
SUBJECT
TO CALL VALUE
- ------------------------------------------------------
WRITTEN CALL OPTIONS OUTSTANDING -- (0.2%)
$10,000,000 Government National
Mortgage Association I,
7.00%, expiring May '95,
strike @ $94.22 $ (68,750)
10,000,000 Government National
Mortgage Association I,
8.00%, expiring May '95,
strike @ $100.06 (31,250)
10,000,000 Government National
Mortgage Association I,
8.50%, expiring May '95,
strike @ $101.56 (59,375)
10,000,000 U.S. Treasury Bonds,
7.50%, expiring May '95,
strike @ $100.67 (78,125)
20,000,000 U.S. Treasury Notes,
6.625%, expiring May '95,
strike @ $100.34 (12,500)
------------
Total Written Call Options
Outstanding (premiums
received: $301,562) $ (250,000)
------------
Other Liabilities in Excess of
Other Assets (6.8 ) (8,710,696)
----- ------------
TOTAL NET ASSETS 100.0 % $128,050,074
----- ------------
----- ------------
</TABLE>

* Non-income producing security.

(A) Securities segregated (full or partial) as collateral for written call
options outstanding. The aggregate market value of such segregated
securities is $60,393,531.

B-32
<PAGE>
APRIL 30, 1995

- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (UNAUDITED) (CONTINUED)

INVESTMENT QUALITY INCOME FUND
<TABLE>
<CAPTION>
<C> <S> <C>
- ------------------------------------------------------

<CAPTION>
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
<C> <S> <C>
SHORT-TERM CORPORATE NOTES -- 5.8%
AUTOMOTIVE -- 2.4%
$ 1,430,000 Ford Motor Credit Co.
5.92%, 5/09/95 $ 1,428,119
------------
COMPUTERS -- 0.8%
455,000 IBM Credit Corp.
5.93%, 5/15/95 453,951
------------
OIL/GAS -- 2.6%
1,500,000 Chevron Oil Finance Co.
5.96%, 5/02/95 1,499,751
------------
Total Short-Term Corporate Notes
(cost -- $3,381,821) $ 3,381,821
------------
CORPORATE NOTES & BONDS -- 91.5%
AEROSPACE -- 3.1%
$ 2,000,000 Boeing Co.
7.50%, 8/15/42 $ 1,835,260
------------
AIRLINES -- 2.8%
1,000,000 American Airlines
9.73%, 9/29/14 1,028,920
550,000 Delta Air Lines, Inc.
10.375%, 2/01/11 598,812
------------
1,627,732
------------
BANKING -- 6.4%
70,000 NatWest Bancorp, Inc.
9.375%, 11/15/03 77,305
1,300,000 NCNB Corp.
10.20%, 7/15/15 1,510,223
500,000 RBSG Capital Corp.
10.125%, 3/01/04 568,735
1,500,000 Westpac Banking Corp.
9.125%, 8/15/01 1,603,080
------------
3,759,343
------------
CHEMICALS -- 0.9%
500,000 Rohm & Haas Co.
9.50%, 4/01/21 554,480
------------
CONGLOMERATES -- 3.8%
2,000,000 Canadian Pacific Ltd.
9.45%, 8/01/21 2,241,860
------------
ENTERTAINMENT -- 5.0%
3,000,000 Time Warner, Inc.
9.15%, 2/01/23 2,898,900
------------
<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
<C> <S> <C>
INSURANCE -- 11.3%
$ 1,000,000 Aetna Life & Casualty Co.
8.00%, 1/15/17 $ 937,090
1,200,000 Capital Holding Corp.
8.75%, 1/15/17 1,247,928
2,000,000 CNA Financial Corp.
7.25%, 11/15/23 1,653,300
3,000,000 Torchmark, Inc.
7.875%, 5/15/23 2,759,130
------------
6,597,448
------------
LEASING -- 2.8%
1,600,000 Ryder Systems, Inc.
8.75%, 3/15/17 1,619,008
------------
MACHINERY & ENGINEERING -- 3.3%
1,750,000 Caterpillar, Inc.
9.75%, 6/01/19 1,940,452
------------
MISCELLANEOUS FINANCIAL SERVICES -- 13.9%
20,000 Beneficial Corp.
12.875%, 8/01/13 23,819
1,500,000 BHP Finance USA Ltd.
8.50%, 12/01/12 1,557,030
1,000,000 ITT Financial Corp.
6.50%, 5/01/11 808,410
Lehman Brothers, Inc.
865,000 9.875%, 10/15/00 919,063
115,000 10.00%, 5/15/99 121,478
205,000 Midland American Capital Corp.
12.75%, 11/15/03 238,251
800,000 Paine Webber Group, Inc.
9.25%, 12/15/01 835,136
3,000,000 Prudential Funding Corp.
6.75%, 9/15/23 2,400,900
1,250,000 Source One Mortgage Services
Corp.
9.00%, 6/01/12 1,212,450
------------
8,116,537
------------
OIL/GAS -- 6.0%
3,000,000 Occidental Petroleum Corp.
11.125%, 6/01/19 3,507,540
------------
PAPER PRODUCTS -- 0.2%
100,000 Union Camp Corp.
10.00%, 5/01/19 111,152
------------
PIPELINES -- 3.0%
1,500,000 TransCanada Pipelines Ltd.
9.875%, 1/01/21 1,747,020
------------
</TABLE>

B-33
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
RETAIL -- 1.3%
<C> <S> <C>
May Department Stores Co.
$ 250,000 9.875%, 6/01/17 $ 272,925
405,000 10.625%, 11/01/10 496,137
------------
769,062
------------
TELECOMMUNICATIONS -- 12.5%
420,000 GTE Corp.
10.25%, 11/01/20 472,492
2,500,000 New York Telephone Co.
9.375%, 7/15/31 2,708,775
2,000,000 Pacific Bell
8.50%, 8/15/31 2,015,700
2,000,000 Southern New England Telephone
Co.
8.70%, 8/15/31 2,123,880
------------
7,320,847
------------
TOBACCO/BEVERAGES/FOOD PRODUCTS -- 3.3%
2,000,000 American Brands, Inc.
7.875%, 1/15/23 1,920,560
------------

<CAPTION>
- ------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
- ------------------------------------------------------
<C> <S> <C>

UTILITIES -- 6.9%
$ 2,000,000 Hydro-Quebec
8.50%, 12/01/29 $ 1,987,680
2,000,000 Southern California Edison Co.
8.875%, 6/01/24 2,039,640
------------
4,027,320
------------
OTHER -- 5.0%
1,468,228 DLJ Mortgage Acceptance Corp.
8.75%, 11/25/24 1,408,122
1,500,000 Nova Scotia (Province of)
8.875%, 7/01/19 1,524,345
------------
2,932,467
------------
Total Corporate Notes & Bonds
(cost -- $53,950,659) $ 53,526,988
------------
Total Investments
(cost -- $57,332,480) 97.3 % $ 56,908,809
Other Assets in Excess of
Other Liabilities 2.7 1,549,987
----- ------------
TOTAL NET ASSETS 100.0 % $ 58,458,796
----- ------------
----- ------------
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

B-34
<PAGE>
APRIL 30, 1995

- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

<TABLE>
<CAPTION>
QUEST FOR SMALL GROWTH U.S. INVESTMENT
VALUE FUND, OPPORTUNITY CAPITALIZATION AND GOVERNMENT
QUALITY
INC. FUND FUND INCOME FUND INCOME FUND INCOME
FUND
------------ ------------ ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at value (cost --
$231,780,223, $306,601,269,
$138,649,506, $36,966,919,
$108,254,548 and $57,332,480,
respectively)........................ $281,884,706 $354,076,712 $141,054,201 $38,633,928 $106,160,770 $56,908,809
Repurchase agreement (cost --
$30,850,000)......................... -- -- -- -- 30,850,000 --
Cash.................................. 192,917 6,009 7,649 4,785 42,627 7,874
Receivable for investments sold....... 6,121,804 4,960,166 4,386,238 -- -- --
Receivable for fund shares sold....... 1,373,346 7,437,751 530,404 161,403 552,378 344,370
Dividends receivable.................. 490,541 682,550 99,920 106,583 -- --
Interest receivable................... 18,808 80,066 81,628 -- 1,266,952 1,415,841
Receivable for mortgage prepayments... -- -- -- -- 8,659 --
Receivable for options written........ -- -- -- -- 81,250 --
Deferred organization expenses........ -- -- -- 29,014 -- 7,835
Other assets.......................... 43,688 27,106 18,450 22,152 33,006 18,897
------------ ------------ ------------- ----------- ------------ -----------
Total Assets........................ 290,125,810 367,270,360 146,178,490 38,957,865 138,995,642 58,703,626
------------ ------------ ------------- ----------- ------------ -----------
LIABILITIES
Written call options outstanding, at
value (premiums received:
$301,562)............................ -- -- -- -- 250,000 --
Payable for investments purchased..... 7,304,992 11,854,122 1,469,403 773,238 10,006,250 --
Payable for fund shares redeemed...... 637,029 825,136 417,908 19,581 466,636 70,490
Investment advisory fee payable....... 38,549 48,250 19,738 4,507 10,495 4,781
Distribution fee payable.............. 36,734 95,043 24,513 5,223 13,601 10,314
Dividends payable..................... -- -- -- -- 96,618 96,734
Other payables and accrued expenses... 107,590 122,589 103,716 58,217 101,968 62,511
------------ ------------ ------------- ----------- ------------ -----------
Total Liabilities................... 8,124,894 12,945,140 2,035,278 860,766 10,945,568 244,830
------------ ------------ ------------- ----------- ------------ -----------
NET ASSETS
Par value............................. 22,152,829 166,616 89,258 36,874 115,966 57,361
Paid-in-surplus....................... 203,275,875 304,361,426 136,615,872 34,963,133 139,644,958 60,186,256
Accumulated undistributed net
investment income.................... 857,581 1,269,754 89,051 116,490 -- --
Accumulated undistributed net realized
gain (loss) on investments........... 5,610,148 1,053,210 4,944,336 1,520,866 (9,371,173) (1,361,150 )
Distributions in excess of
undistributed net realized gains..... -- (1,229) -- (207,273 ) (297,461) --
Net unrealized appreciation
(depreciation) on investments........ 50,104,483 47,475,443 2,404,695 1,667,009 (2,042,216) (423,671 )
------------ ------------ ------------- ----------- ------------ -----------
Total Net Assets.................... $282,000,916 $354,325,220 $144,143,212 $38,097,099 $128,050,074 $58,458,796
------------ ------------ ------------- ----------- ------------ -----------
------------ ------------ ------------- ----------- ------------ -----------
CLASS A:
Fund shares outstanding............... 19,766,758 10,873,320 7,345,404 3,189,862 10,497,081 4,499,943
------------ ------------ ------------- ----------- ------------ -----------
Net asset value per share............. $ 12.74 $ 21.33 $ 16.18 $ 10.34 $ 11.04 $ 10.19
------------ ------------ ------------- ----------- ------------ -----------
------------ ------------ ------------- ----------- ------------ -----------
Maximum offering price per share*..... $ 13.48 $ 22.57 $ 17.12 $ 10.86 $ 11.59 $ 10.70
------------ ------------ ------------- ----------- ------------ -----------
------------ ------------ ------------- ----------- ------------ -----------
CLASS B:
Fund shares outstanding............... 1,881,688 4,838,180 1,225,644 410,588 930,025 911,890
------------ ------------ ------------- ----------- ------------ -----------
Net asset value and offering price per
share................................ $ 12.65 $ 21.16 $ 16.03 $ 10.31 $ 11.04 $ 10.19
------------ ------------ ------------- ----------- ------------ -----------
------------ ------------ ------------- ----------- ------------ -----------
CLASS C:
Fund shares outstanding............... 504,383 950,086 354,729 86,947 169,500 324,279
------------ ------------ ------------- ----------- ------------ -----------
Net asset value and offering price per
share................................ $ 12.64 $ 21.15 $ 16.03 $ 10.32 $ 11.04 $ 10.19
------------ ------------ ------------- ----------- ------------ -----------
------------ ------------ ------------- ----------- ------------ -----------
<FN>
*Sales charges decrease on purchases of $50,000 or higher.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>

B-35
<PAGE>
SIX MONTHS ENDED APRIL 30, 1995

- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
QUEST FOR SMALL GROWTH U.S. INVESTMENT
VALUE OPPORTUNITY CAPITALIZATION AND GOVERNMENT
QUALITY
FUND, INC. FUND FUND INCOME FUND INCOME FUND INCOME
FUND
----------- ----------- --------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends................... $2,464,480 $2,280,636 $ 1,042,987 $ 460,092 $ -- $ --
Interest.................... 932,852 1,585,855 590,633 507,119 4,558,825 2,416,775
----------- ----------- --------------- ------------ ------------ ------------
Total investment income... 3,397,332 3,866,491 1,633,620 967,211 4,558,825 2,416,775
----------- ----------- --------------- ------------ ------------ ------------
OPERATING EXPENSES
Investment advisory fees
(note 2a).................. 1,277,397 1,301,376 691,364 143,923 377,214 164,771
Distribution fees (note
2c)........................ 695,255 840,342 400,554 79,492 223,379 141,037
Transfer and dividend
disbursing agent fees (note
1i)........................ 145,940 121,890 93,680 31,356 62,635 29,006
Accounting service fees
(note 2b).................. -- 51,874 54,475 56,400 60,655 52,681
Registration fees........... 24,615 54,230 19,488 15,018 17,130 16,605
Reports and notices to
shareholders............... 18,150 14,988 14,257 9,430 13,141 11,207
Custodian fees.............. 16,433 12,971 8,306 9,529 34,387 11,110
Auditing, consulting and tax
return preparation fees.... 11,800 9,188 9,858 7,939 18,160 8,652
Directors'(Trustees') fees
and expenses............... 8,574 8,535 8,535 4,369 8,534 8,530
Legal fees.................. 5,604 3,720 3,720 2,655 3,490 2,852
Amortization of deferred
organization expenses (note
1c)........................ -- -- -- 9,495 -- 6,136
Miscellaneous............... 12,664 10,106 1,996 9,352 13,715 8,818
----------- ----------- --------------- ------------ ------------ ------------
Total operating
expenses................. 2,216,432 2,429,220 1,306,233 378,958 832,440 461,405
Less: Investment advisory
fees waived (note 2a).... -- -- -- (41,225) -- (42,245)
----------- ----------- --------------- ------------ ------------ ------------
Net operating
expenses............... 2,216,432 2,429,220 1,306,233 337,733 832,440 419,160
----------- ----------- --------------- ------------ ------------ ------------
Net investment income... 1,180,900 1,437,271 327,387 629,478 3,726,385 1,997,615
----------- ----------- --------------- ------------ ------------ ------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS -- NET
Net realized gain (loss) on
security transactions...... 5,717,144 1,058,240 5,111,342 1,177,023 (3,993,026) (299,770)
Net realized loss on option
transactions (note 1f)..... -- -- -- -- (227,109) --
Net realized loss on futures
transactions (note 1g)..... -- -- -- -- -- (108,500)
----------- ----------- --------------- ------------ ------------ ------------
Net realized gain (loss)
on investments........... 5,717,144 1,058,240 5,111,342 1,177,023 (4,220,135) (408,270)
Net change in unrealized
appreciation (depreciation)
on investments............. 17,252,568 33,095,020 (3,141,681) 1,260,709 7,204,799 3,266,923
----------- ----------- --------------- ------------ ------------ ------------
Net realized gain (loss)
and change in unrealized
appreciation
(depreciation) on
investments.............. 22,969,712 34,153,260 1,969,661 2,437,732 2,984,664 2,858,653
----------- ----------- --------------- ------------ ------------ ------------
Net increase in net assets
resulting from
operations................. $24,150,612 $35,590,531 $ 2,297,048 $ 3,067,210 $ 6,711,049 $ 4,856,268
----------- ----------- --------------- ------------ ------------ ------------
----------- ----------- --------------- ------------ ------------ ------------

<FN>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>

B-36
<PAGE>
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
QUEST FOR VALUE FUND,
INC. OPPORTUNITY FUND
SIX MONTHS SIX MONTHS
ENDED YEAR ENDED ENDED YEAR ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
1995* 1994 1995* 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATIONS
Net investment income (loss).......... $ 1,180,900 $ 1,726,225 $ 1,437,271 $ 1,397,364
Net realized gain (loss) on
investments.......................... 5,717,144 16,664,331 1,058,240 7,139,720
Net change in unrealized appreciation
(depreciation) on investments........ 17,252,568 (6,250,090) 33,095,020 4,721,481
------------ ------------ ------------ ------------
Net increase (decrease) in net
assets resulting from operations... 24,150,612 12,140,466 35,590,531 13,258,565
------------ ------------ ------------ ------------
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS
Net investment income -- Class A...... (1,649,576) (819,873) (1,066,642) (2,269,483)
Net investment income -- Class B...... (108,497) (11,801) (335,822) (98,258)
Net investment income -- Class C...... (29,366) (2,040) (56,920) (21,098)
Net realized gains -- Class A......... (15,501,438) (9,227,704) (5,314,298) (1,497,052)
Net realized gains -- Class B......... (1,014,005) (115,604) (1,562,718) (30,460)
Net realized gains -- Class C......... (255,884) (11,081) (267,734) (11,467)
Distributions in excess of net
realized gains -- Class A............ -- -- -- (1,196)
Distributions in excess of net
realized gains -- Class B............ -- -- -- (24)
Distributions in excess of net
realized gains -- Class C............ -- -- -- (9)
------------ ------------ ------------ ------------
Total dividends and distributions to
shareholders....................... (18,558,766) (10,188,103) (8,604,134) (3,929,047)
------------ ------------ ------------ ------------
FUND SHARE TRANSACTIONS
CLASS A
Net proceeds from sales............... 22,813,206 61,908,256 62,597,373 90,332,759
Reinvestment of dividends and
distributions........................ 16,047,556 9,385,655 6,034,648 3,405,284
Cost of shares redeemed............... (29,730,613) (80,014,950) (18,132,883) (65,200,453)
------------ ------------ ------------ ------------
Net increase (decrease) -- Class
A.................................. 9,130,149 (8,721,039) 50,499,138 28,537,590
------------ ------------ ------------ ------------
CLASS B
Net proceeds from sales............... 8,806,276 12,409,864 53,070,214 40,604,196
Reinvestment of dividends and
distributions........................ 1,045,812 123,599 1,804,130 124,021
Cost of shares redeemed............... (1,208,420) (544,061) (3,356,853) (1,026,439)
------------ ------------ ------------ ------------
Net increase -- Class B............. 8,643,668 11,989,402 51,517,491 39,701,778
------------ ------------ ------------ ------------
CLASS C
Net proceeds from sales............... 2,794,417 3,521,667 11,871,650 6,945,412
Reinvestment of dividends and
distributions........................ 280,898 13,020 314,273 32,567
Cost of shares redeemed............... (479,197) (271,901) (809,474) (254,081)
------------ ------------ ------------ ------------
Net increase -- Class C............. 2,596,118 3,262,786 11,376,449 6,723,898
------------ ------------ ------------ ------------
Total net increase (decrease) in net
assets from fund share
transactions......................... 20,369,935 6,531,149 113,393,078 74,963,266
------------ ------------ ------------ ------------
Total increase (decrease) in net
assets............................. 25,961,781 8,483,512 140,379,475 84,292,784
NET ASSETS
Beginning of period................... 256,039,135 247,555,623 213,945,745 129,652,961
------------ ------------ ------------ ------------
End of period (including undistributed
net investment income (loss) of
$857,581, $1,464,120; $1,269,754,
$1,291,867; $89,051, ($238,336);
$116,490, $127,460; $0, $0 and $0,
$0, respectively..................... $282,000,916 $256,039,135 $354,325,220 $213,945,745
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
<FN>
*Unaudited.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>

B-37
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SMALL CAPITALIZATION FUND GROWTH AND INCOME FUND
SIX MONTHS SIX MONTHS
ENDED YEAR ENDED ENDED YEAR ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
1995* 1994 1995* 1994
------------ ------------ ------------ ------------

<S> <C> <C> <C> <C>
Net investment income (loss).......... $ 327,387 $ (238,336) $ 629,478 $ 966,108
Net realized gain (loss) on
investments............................. 5,111,342 3,366,835 1,177,023 1,768,686
Net change in unrealized appreciation
(depreciation) on investments........... (3,141,681) (3,118,979) 1,260,709 (189,442)
------------ ------------ ------------ ------------
Net increase (decrease) in net
assets resulting from operations........ 2,297,048 9,520 3,067,210 2,545,352
------------ ------------ ------------ ------------
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS
Net investment income -- Class A...... -- -- (571,223) (936,128)
Net investment income -- Class B...... -- -- (59,120) (41,545)
Net investment income -- Class C...... -- -- (10,105) (7,305)
Net realized gains -- Class A......... (3,008,172) (8,036,736) (1,274,907) (4,079,198)
Net realized gains -- Class B......... (433,897) (160,831) (129,812) (145,217)
Net realized gains -- Class C......... (91,772) (19,543) (20,124) (18,475)
Distributions in excess of net
realized gains -- Class A............... -- -- -- (199,276)
Distributions in excess of net
realized gains -- Class B............... -- -- -- (7,094)
Distributions in excess of net
realized gains -- Class C............... -- -- -- (903)
------------ ------------ ------------ ------------
Total dividends and distributions to
shareholders............................ (3,533,841) (8,217,110) (2,065,291) (5,435,141)
------------ ------------ ------------ ------------
Fund Share Transactions
CLASS A
Net proceeds from sales............... 18,655,389 127,081,752 2,360,697 5,937,491
Reinvestment of dividends and
distributions........................... 2,840,961 7,215,556 1,765,990 5,008,623
Cost of shares redeemed............... (21,690,503) (111,134,238) (2,560,041) (6,040,040)
------------ ------------ ------------ ------------
Net increase (decrease) -- Class A.. (194,153) 23,163,070 1,566,646 4,906,074
------------ ------------ ------------ ------------

CLASS B
Net proceeds from sales............... 4,874,110 15,275,222 1,175,765 2,763,975
Reinvestment of dividends and
distributions........................ 408,265 148,570 174,643 188,513
Cost of shares redeemed............... (1,631,572) (811,203) (185,264) (260,750)
------------ ------------ ------------ ------------
Net increase -- Class B............... 3,650,803 14,612,589 1,165,144 2,691,738
------------ ------------ ------------ ------------

CLASS C
Net proceeds from sales............... 2,624,975 3,345,761 395,836 341,819
Reinvestment of dividends and
distributions........................... 88,907 18,810 28,952 26,593
Cost of shares redeemed............... (380,327) (229,505) (20,580) (4,696)
------------ ------------ ------------ ------------
Net increase -- Class C............. 2,333,555 3,135,066 404,208 363,716
------------ ------------ ------------ ------------
Total net increase (decrease) in net
assets from fund share transactions..... 5,790,205 40,910,725 3,135,998 7,961,528
------------ ------------ ------------ ------------
Total increase (decrease) in net
assets.................................. 4,553,412 32,703,135 4,137,917 5,071,739
NET ASSETS
Beginning of period................... 139,589,800 106,886,665 33,959,182 28,887,443
------------ ------------ ------------ ------------
End of period (including undistributed
net investment income (loss) of
$857,581, $1,464,120; $1,269,754,
$1,291,867; $89,051, ($238,336);
$116,490, $127,460; $0, $0 and $0, $0,
respectively............................ $144,143,212 $139,589,800 $ 38,097,099 $ 33,959,182
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------

<CAPTION>
INVESTMENT QUALITY INCOME
U.S. GOVERNMENT INCOME FUND FUND
SIX MONTHS SIX MONTHS
ENDED YEAR ENDED ENDED YEAR ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
1995* 1994 1995* 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net investment income (loss).......... $ 3,726,385 $ 8,291,969 $ 1,997,615 $ 3,846,353
Net realized gain (loss) on
investments............................. (4,220,135) (4,366,839) (408,270) (952,880)
Net change in unrealized appreciation
(depreciation) on investments........... 7,204,799 (11,007,688) 3,266,923 (9,068,979)
------------ ------------ ------------ ------------
Net increase (decrease) in net
assets resulting from operations........ 6,711,049 (7,082,558) 4,856,268 (6,175,506)
------------ ------------ ------------ ------------
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS
Net investment income -- Class A...... (3,470,735) (8,071,564) (1,649,048) (3,482,793)
Net investment income -- Class B...... (220,601) (196,735) (252,908) (244,424)
Net investment income -- Class C...... (36,512) (39,362) (95,659) (119,136)
Net realized gains -- Class A......... (140,061) (2,925,946) -- (367,910)
Net realized gains -- Class B......... (8,675) (38,935) -- (10,112)
Net realized gains -- Class C......... (1,431) (6,494) -- (637)
Distributions in excess of net
realized gains -- Class A............... -- (292,913) -- --
Distributions in excess of net
realized gains -- Class B............... -- (3,898) -- --
Distributions in excess of net
realized gains -- Class C............... -- (650) -- --
------------ ------------ ------------ ------------
Total dividends and distributions to
shareholders............................ (3,878,015) (11,576,497) (1,997,615) (4,225,012)
------------ ------------ ------------ ------------
Fund Share Transactions
CLASS A
Net proceeds from sales............... 8,337,955 17,007,814 3,437,254 12,621,718
Reinvestment of dividends and
distributions........................... 3,118,963 9,588,703 1,160,982 2,758,350
Cost of shares redeemed............... (21,385,264) (74,313,512) (7,963,295) (20,364,228)
------------ ------------ ------------ ------------
Net increase (decrease) -- Class A.. (9,928,346) (47,716,995) (3,365,059) (4,984,160)
------------ ------------ ------------ ------------
CLASS B
Net proceeds from sales............... 3,810,282 6,748,251 2,929,597 6,440,954
Reinvestment of dividends and
distributions........................ 163,256 187,137 203,461 185,172
Cost of shares redeemed............... (734,031) (964,994) (846,378) (800,932)
------------ ------------ ------------ ------------
Net increase -- Class B............... 3,239,507 5,970,394 2,286,680 5,825,194
------------ ------------ ------------ ------------
CLASS C
Net proceeds from sales............... 668,202 1,424,484 576,084 3,141,700
Reinvestment of dividends and
distributions........................... 36,507 46,127 40,824 93,436
Cost of shares redeemed............... (92,626) (289,465) (48,537) (422,838)
------------ ------------ ------------ ------------
Net increase -- Class C............. 612,083 1,181,146 568,371 2,812,298
------------ ------------ ------------ ------------
Total net increase (decrease) in net
assets from fund share transactions..... (6,076,756) (40,565,455) (510,008) 3,653,332
------------ ------------ ------------ ------------
Total increase (decrease) in net
assets.................................. (3,243,722) (59,224,510) 2,348,645 (6,747,186)
NET ASSETS
Beginning of period................... 131,293,796 190,518,306 56,110,151 62,857,337
------------ ------------ ------------ ------------
End of period (including undistributed
net investment income (loss) of
$857,581, $1,464,120; $1,269,754,
$1,291,867; $89,051, ($238,336);
$116,490, $127,460; $0, $0 and $0, $0,
respectively............................ $128,050,074 $131,293,796 $ 58,458,796 $ 56,110,151
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>

B-38
<PAGE>
APRIL 30, 1995

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Quest for Value Funds are registered under the Investment Company Act of
1940, as diversified, open-end management investment companies. Quest for Value
Fund, Inc. ("Quest for Value") is a Maryland corporation. Opportunity Fund
("Opportunity"), Small Capitalization Fund ("Small Capitalization"), Growth and
Income Fund ("Growth and Income"), U.S. Government Income Fund ("U.S.
Government") and Investment Quality Income Fund ("Investment Quality") are five
of nine funds currently offered in the Quest for Value Family of Funds, a
Massachusetts business trust. Quest for Value Advisors (the "Adviser") serves as
investment adviser and provides accounting and administrative services to each
fund. Quest for Value Distributors (the "Distributor") serves as each fund's
distributor. Both the Advisor and Distributor are majority-owned (99%)
subsidiaries of Oppenheimer Capital.

Prior to September 1, 1993, the funds issued only one class of shares which
were redesignated Class A shares. Subsequent to that date all funds were
authorized to issue Class A, Class B and Class C shares. Shares of each Class
represent an identical interest in the investment portfolio of their respective
fund and generally have the same rights, but are offered under different sales
charges and distribution fee arrangements. Furthermore, Class B shares will
automatically convert to Class A shares of the same fund eight years after their
respective purchase.

The following is a summary of significant accounting policies consistently
followed by each fund in the preparation of its financial statements:

(A) VALUATION OF INVESTMENTS

Investment securities listed on a national securities exchange and
securities traded in the over-the-counter National Market System are valued at
the last reported sale price on the valuation date; if there are no such
reported sales, the securites are valued at the last quoted bid price. Other
securities traded over-the-counter and not part of the National Market System
are valued at the last quoted bid price. Investment debt securities (other than
short-term obligations) are valued each day by an independent pricing service
approved by the Board of Directors (Trustees) using methods which include
current market quotations from a major market maker in the securities and
trader-reviewed "matrix" prices. Futures contracts are valued based upon their
daily settlement value as of the close of the exchange upon which they trade.
OTC options are valued based upon formulas which utilize the market value of the
underlying securities, strike prices and expiration dates of the options.
Short-term debt securities having a remaining maturity of sixty days or less are
valued at amortized cost or amortized value, which approximates market value.
Any securities or other assets for which market quotations are not readily
available are valued at their fair values as determined in good faith under
procedures established by each fund's Board of Directors (Trustees). The ability
of issuers of debt securities held by the funds to meet their obligations may be
affected by economic or political development in a specific state, industry or
region.

(B) FEDERAL INCOME TAXES

The following approximate costs were incurred in connection with their
organization: Growth and Income -- $96,000 and Investment Quality -- $62,000.
These costs have been deferred and are being amortized to expense on a
straight-line basis over sixty months from commencement of each fund's
operations.

(D) SECURITY TRANSACTIONS AND OTHER INCOME

B-39
<PAGE>
- --------------------------------------------------------------------------------
amortized to interest income over the lives of the respective securities. Net
investment income, other than class specific expenses and unrealized gains and
losses are allocated daily to each class of shares based upon the relative
proportion of net assets, as defined, of each class.

(E) DIVIDENDS AND DISTRIBUTIONS

The following table summarizes each fund's dividend and capital gain
declaration policy:

<TABLE>
<CAPTION>
SHORT-TERM LONG-TERM
INCOME CAPITAL CAPITAL
DIVIDENDS GAINS GAINS
--------- ------------ ------------
<S> <C> <C> <C>
Quest for Value annually annually annually
Opportunity annually annually annually
Small
Capitalization annually annually annually
Growth and
Income quarterly annually annually
U.S. Government daily * quarterly annually
Investment
Quality daily * annually annually
* paid monthly.
</TABLE>

(F) WRITTEN OPTIONS ACCOUNTING POLICIES

When a fund writes a call option or a put option, an amount equal to the
premium received by the fund is included in the fund's Statement of Assets and
Liabilities as an asset and an equivalent liability. The amount of the liability
is subsequently marked-to-market to reflect the current market value of the
option written. If the option expires on its stipulated expiration date or if a
fund enters into a closing purchase transaction, the fund will realize a gain
(or loss if the cost of a closing purchase tranaction exceeds the premium
received when the option was written) without regard to any unrealized gain or
loss on the underlying security, and the liability related to such option will
be extinguished. If a call option which a fund has written is exercised, the
fund realizes a gain or loss from the sale of the underlying security and the
proceeds from such sale are increased by the premium originally received. If a
put option which a fund has written is exercised, the amount of the premium
originally received will reduce the cost of the security which the fund
purchases upon exercise of the option.

(G) FUTURES ACCOUNTING POLICIES

B-40
<PAGE>
APRIL 30, 1995

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
depreciation. When a contract is closed, the fund records a realized gain or
loss equal to the difference between the value of the contract at the time it
was opened and the value at the time it was closed and reverses any unrealized
appreciation or depreciation previously recorded.

(H) REPURCHASE AGREEMENTS

(I) ALLOCATION OF EXPENSES

Expenses specifically identifiable to a particular fund or class are borne
by that fund or class. Other expenses are allocated to each fund or class based
on its net assets in relation to the total net assets of all applicable funds or
classes or on another reasonable basis. For the six months ended April 30, 1995,
transfer and dividend disbursing agent fees accrued to classes A, B and C were
$129,947, $12,171 and $3,822, respectively, for Quest for Value; $75,445,
$38,525 and $7,920, respectively, for Opportunity; $68,052, $19,412 and $6,216,
respectively, for Small Capitalization; $27,244, $3,447 and $665, respectively,
for Growth and Income; $55,832, $4,401 and $2,402, respectively, for U.S.
Government and $22,873, $4,242 and $1,891, respectively, for Investment Quality
Income.

2. INVESTMENT ADVISORY FEE, ACCOUNTING SERVICES FEE, DISTRIBUTION FEE AND OTHER
TRANSACTIONS WITH AFFILIATES

(a) The investment advisory fee is payable monthly to the Adviser, and is
computed as a percentage of each fund's net assets as of the close of business
each day at the following annual rates: 1.00% for Quest for Value, Opportunity
and Small Capitalization, respectively; .85% for Growth and Income and .60% for
U.S. Government and Investment Quality, respectively. For the six months ended
April 30, 1995, the Adviser voluntarily waived $41,225 and $42,245 in investment
advisory fees for Growth and Income and Investment Quality, respectively.

(b) A portion of the accounting services fee for Opportunity, Small
Capitalization, Growth and Income, U.S. Government and Investment Quality is
payable monthly to the Adviser. These funds reimburse the Adviser for a portion
of the salaries of officers and employees of Oppenheimer Capital based upon the
amount of time such persons spend in providing services to each fund in
accordance with the provisions of the Investment Advisory Agreement. For the six
months ended April 30, 1995, the Adviser received $24,374, $26,976, $28,900,
$28,155 and $25,181, respectively.

(c) The funds have adopted a Plan and Agreement of Distribution (the
"Plan") pursuant to which each fund is permitted to compensate the Distributor
in connection with the distribution of fund shares. Under the Plan, the
Distributor has entered into agreements with securities dealers and other
financial institutions and organizations to obtain various sales-related
services in rendering distribution assistance. To compensate the Distributor for
the services it and other dealers under the Plan provide and for the expenses
they bear under the Plan, the funds pay the Distributor compensation, accrued
daily and payable monthly on each fund's average daily net assets for Class A
shares at the following annual rates: .25% for Quest for Value, Opportunity and
Small Capitalization, respectively, .05% for U.S. Government and .15% for
Investment Quality and Growth and Income, respectively. Each fund's Class A
shares also pay a service fee at the annual rate of .25%. Compensation for Class
B and Class C shares of each fund is at an annual rate of .75% of average daily
net assets. Each fund's Class B and Class C shares also pay a service fee at the
annual rate of .25%. Distribution and service fees may be paid by the
Distributor to broker dealers or others for providing personal service,
maintenance of accounts and ongoing sales or shareholder support functions in
connection with the distribution of fund shares. While payments under the plan
may not exceed the stated percentage of average daily net assets on an annual
basis, the payments are not limited to the amounts actually incurred by the
Distributor.

B-41
<PAGE>
- --------------------------------------------------------------------------------

For the six months ended April 30, 1995, distribution and service fees
charged to classes A, B and C were $582,142, $90,112 and $23,001, respectively,
for Quest for Value; $461,034, $320,958 and $58,350, respectively, for
Opportunity; $290,811, $87,657 and $22,086, respectively, for Small
Capitalization; $59,886, $16,582 and $3,024, respectively, for Growth and
Income; $173,704, $42,572 and $7,103, respectively, for for U.S. Government and
$89,054, $37,698 and $14,285, respectively, for Investment Quality Income.

(d) Total brokerage commissions paid by Quest for Value, Opportunity, Small
Capitalization and Growth and Income were $133,585, $220,756, $192,780 and
$56,481, respectively, of which Oppenheimer & Co., Inc., an affiliate of the
Adviser, received $72,545, $95,213, $87,012 and $37,521, respectively, for the
six months ended April 30, 1995.

(e) Oppenheimer & Co., Inc. has informed the funds that it received
approximately $175,000, $324,000, $122,000, $15,000, $88,000 and $39,000 in
connection with the sale of Class A shares for Quest for Value, Opportunity,
Small Capitalization, Growth and Income, U.S. Government and Investment Quality,
respectively, for the six months ended April 30, 1995.

The Distributor has informed the funds that it received contingent deferred
sales charges on the redemption of Class C shares of approximately $200, $1,800,
$700, $200, and $200 for Quest for Value, Opportunity, Small Capitalization,
U.S. Government and Investment Quality, respectively, for the six months ended
April 30, 1995.

(f) The Distributor has assigned the right to receive the compensation and
contingent deferred sales charge on the Class B shares to a bank in return for
the banks reimbursement to the Distributor of commissions paid by the
Distributor to broker/dealers on Class B shares.

3. PURCHASES AND SALES OF SECURITIES

For the six months ended April 30, 1995, purchases and sales of investment
securities, other than short-term securities, were as follows:

<TABLE>
<CAPTION>
QUEST FOR SMALL GROWTH AND U.S. INVESTMENT
VALUE OPPORTUNITY CAPITALIZATION INCOME GOVERNMENT QUALITY
----------- ----------- -------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Purchases $38,600,646 $118,902,351 $ 36,306,804 $15,994,318 $220,176,718 $3,096,231
Sales 46,184,287 20,875,977 46,436,460 19,114,061 246,008,186 1,990,980
</TABLE>

The following table summarizes activity in written option transactions for
U.S. Government for the six months ended April 30, 1995:

<TABLE>
<CAPTION>
CONTRACTS PREMIUMS
---------- ------------
<S> <C> <C>
Option contracts written: Outstanding beginning of period 2 $ 142,188
Options written 34 2,465,702
Options terminated in closing purchase transaction (20) (1,501,640)
Options exercised (7) (503,125)
Options expired (4) (301,563)
--
------------
Option contracts written: Outstanding end of period 5 $ 301,562
--
--
------------
------------
</TABLE>

B-42
<PAGE>
APRIL 30, 1995

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

4. FUND SHARE TRANSACTIONS

The following tables summarize the fund share activity for the six months
ended April 30, 1995 and the year ended October 31, 1994:

<TABLE>
<CAPTION>
QUEST FOR VALUE OPPORTUNITY SMALL CAPITALIZATION
---------------------------- ---------------------------- ----------------------------
SIX MONTHS SIX MONTHS SIX MONTHS
ENDED YEAR ENDED ENDED YEAR ENDED ENDED YEAR
ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
1995* 1994 1995* 1994 1995* 1994
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
CLASS A
Issued.................... 1,887,076 5,077,999 3,177,603 4,781,210 1,168,097 7,804,081
Dividends and
distributions
reinvested............... 1,440,961 797,941 328,864 186,714 181,647 450,409
Redeemed.................. (2,476,129) (6,566,112) (928,610) (3,470,990) (1,357,550) (6,835,042)
------------ ------------ ------------ ------------ ------------ ------------
Net increase
(decrease)............. 851,908 (690,172) 2,577,857 1,496,934 (7,806) 1,419,448
------------ ------------ ------------ ------------ ------------ ------------
CLASS B
Issued.................... 740,489 1,020,362 2,702,721 2,145,988 308,792 936,328
Dividends and
distributions
reinvested............... 94,418 10,514 98,923 6,821 26,272 9,286
Redeemed.................. (100,601) (44,566) (174,841) (54,500) (103,762) (50,575)
------------ ------------ ------------ ------------ ------------ ------------
Net increase............ 734,306 986,310 2,626,803 2,098,309 231,302 895,039
------------ ------------ ------------ ------------ ------------ ------------
CLASS C
Issued.................... 231,783 289,679 600,865 367,367 166,967 205,454
Dividends and
distributions
reinvested............... 25,381 1,106 17,240 1,789 5,721 1,176
Redeemed.................. (38,705) (22,509) (40,221) (13,680) (23,965) (13,923)
------------ ------------ ------------ ------------ ------------ ------------
Net increase............ 218,459 268,276 577,884 355,476 148,723 192,707
------------ ------------ ------------ ------------ ------------ ------------
Total net increase.... 1,804,673 564,414 5,782,544 3,950,719 372,219 2,507,194
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME U.S. GOVERNMENT INVESTMENT
QUALITY
---------------------------- ---------------------------- ----------------------------
SIX MONTHS SIX MONTHS SIX MONTHS
ENDED YEAR ENDED ENDED YEAR ENDED ENDED YEAR
ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
1995* 1994 1995* 1994 1995* 1994
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
CLASS A
Issued.................... 240,232 591,037 764,507 1,484,549 347,221 1,194,443
Dividends and
distributions
reinvested............... 186,609 506,743 286,809 839,276 116,979 263,168
Redeemed.................. (266,050) (600,435) (1,972,889) (6,552,668) (815,458) (1,940,417)
------------ ------------ ------------ ------------ ------------ ------------
Net increase
(decrease)............. 160,791 497,345 (921,573) (4,228,843) (351,258) (482,806)
------------ ------------ ------------ ------------ ------------ ------------
CLASS B
Issued.................... 121,157 269,571 350,917 594,901 294,053 614,495
Dividends and
distributions
reinvested............... 18,473 19,104 15,011 16,698 20,468 18,150
Redeemed.................. (19,727) (26,407) (67,374) (86,599) (85,574) (77,488)
------------ ------------ ------------ ------------ ------------ ------------
Net increase............ 119,903 262,268 298,554 525,000 228,947 555,157
------------ ------------ ------------ ------------ ------------ ------------
CLASS C
Issued.................... 40,779 33,894 61,226 123,553 58,013 290,357
Dividends and
distributions
reinvested............... 3,054 2,697 3,354 4,123 4,105 9,047
Redeemed.................. (2,092) (469) (8,544) (25,877) (4,928) (41,081)
------------ ------------ ------------ ------------ ------------ ------------
Net increase............ 41,741 36,122 56,036 101,799 57,190 258,323
------------ ------------ ------------ ------------ ------------ ------------
Total net increase
(decrease)........... 322,435 795,735 (566,983) (3,602,044) (65,121) 330,674
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
<FN>
*Unaudited.
</TABLE>

B-43
<PAGE>
- --------------------------------------------------------------------------------

5. UNREALIZED APPRECIATION (DEPRECIATION) AND COST OF INVESTMENTS FOR FEDERAL
INCOME TAX PURPOSES

At April 30, 1995, the composition of unrealized appreciation (depreciation)
of investment securities and the cost of investments for Federal income tax
purposes were as follows:

<TABLE>
<CAPTION>
APPRECIATION (DEPRECIATION) NET TAX COST
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Quest for Value $51,733,096 $ (1,752,244) $ 49,980,852 $ 231,903,854
Opportunity 49,286,577 (1,812,363) 47,474,214 306,602,498
Small Capitalization 10,004,767 (7,766,524) 2,238,243 138,815,958
Growth and Income 2,889,041 (1,284,031) 1,605,010 37,028,918
U.S. Government 966,818 (8,766,967) (7,800,149) 144,810,919
Investment Quality 1,588,495 (2,012,166) (423,671) 57,332,480
</TABLE>

6. AUTHORIZED FUND SHARES AND PAR VALUE PER SHARE

<TABLE>
<CAPTION>
QUEST SMALL GROWTH U.S. INVESTMENT
FOR VALUE OPPORTUNITY CAPITALIZATION AND INCOME GOVERNMENT
QUALITY
----------- ------------ --------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Authorized fund shares 35,000,000 unlimited unlimited unlimited unlimited unlimited
Par value per share $1.00 $.01 $.01 $.01 $.01 $.01
</TABLE>

7. DIVIDENDS AND DISTRIBUTIONS

The following tables summarize the per share dividends and distributions
made for the six months ended April 30, 1995 and the year ended October 31,
1994:

<TABLE>
<CAPTION>
QUEST FOR VALUE OPPORTUNITY SMALL CAPITALIZATION
------------------------- ------------------------- -------------------------
SIX MONTHS SIX MONTHS SIX MONTHS
ENDED YEAR ENDED ENDED YEAR ENDED ENDED YEAR ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
1995* 1994 1995* 1994 1995* 1994
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME:
Class A................... $ 0.083 $ 0.040 $ 0.117 $ 0.326 -- --
Class B................... 0.074 0.031 0.117 0.313 -- --
Class C................... 0.081 0.033 0.117 0.312 -- --
NET REALIZED GAINS:
Class A................... $ 0.828 $ 0.469 $ 0.614 $ 0.219 $ 0.415 $ 1.331
Class B................... 0.828 0.469 0.614 0.219 0.415 1.331
Class C................... 0.828 0.469 0.614 0.219 0.415 1.331
</TABLE>

<TABLE>
<CAPTION>
GROWTH AND INCOME U.S. GOVERNMENT INVESTMENT QUALITY
------------------------- ------------------------- -------------------------
SIX MONTHS SIX MONTHS SIX MONTHS
ENDED YEAR ENDED ENDED YEAR ENDED ENDED YEAR ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
1995* 1994 1995* 1994 1995* 1994
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME:
Class A................... $ 0.182 $ 0.319 $ 0.322 $ 0.593 $ 0.362 $ 0.680
Class B................... 0.162 0.265 0.284 0.510 0.332 0.609
Class C................... 0.142 0.261 0.279 0.509 0.329 0.608
NET REALIZED GAINS:
Class A................... $ 0.422 $ 1.669 $ 0.013 $ 0.213 -- $ 0.069
Class B................... 0.422 1.669 0.013 0.213 -- 0.069
Class C................... 0.422 1.669 0.013 0.213 -- 0.069
<FN>
*Unaudited.
</TABLE>

8. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

At April 30, 1995, U.S. Government had written options outstanding. Written
options have elements of risk in excess of the amounts reflected in the
Statement of Assets and Liabilities. The fund, as a writer of an option, has no
control over whether the option is exercised. The underlying security may be
sold and, as a result, the fund bears the market risk of an unfavorable change
in the price of the security underlying the written option.

B-44
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
----------------------------------- ---------------------------------------
Net Distributions
Realized Dividends to
and to Shareholders Net
Net Asset Net Unrealized Shareholders from Net Total Asset
Value, Investment Gain Total from from Net Realized Dividends Value,
Beginning Income (Loss) on Investment Investment Gain on and End of Total
of Period (Loss) Investments Operations Income Investments Distributions Period Return*
Quest for Value Fund, Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $12.59 $ 0.06 $ 1.00 $ 1.06 $(0.08) $(0.83) $(0.91) $12.74 9.52%
YEAR ENDED
OCTOBER 31,
1994 12.51 0.09 0.50 0.59 (0.04) (0.47) (0.51) 12.59 5.01%
1993 11.71 0.05 1.34 1.39 (0.05) (0.54) (0.59) 12.51 12.27%
1992 10.61 0.04 1.77 1.81 (0.07) (0.64) (0.71) 11.71 18.45%
1991 7.84 0.09 2.84 2.93 (0.16) -- (0.16) 10.61 37.94%
1990 (2) 9.85 0.18 (1.38) (1.20) (0.26) (0.55) (0.81) 7.84 (13.43%)
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 12.53 0.03 0.99 1.02 (0.07) (0.83) (0.90) 12.65 9.23%
YEAR ENDED
OCTOBER 31, 1994 12.51 0.02 0.50 0.52 (0.03) (0.47) (0.50) 12.53 4.43%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 12.66(3) (0.01) (0.14) (0.15) -- -- -- 12.51 (1.19%)
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 12.52 0.03 1.00 1.03 (0.08) (0.83) (0.91) 12.64 9.31%
YEAR ENDED
OCTOBER 31, 1994 12.50 0.01 0.51 0.52 (0.03) (0.47) (0.50) 12.52 4.45%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 12.66(3) (0.01) (0.15) (0.16) -- -- -- 12.50 (1.26%)

<CAPTION>
RATIOS
----------------------------------------------
Ratio of Net
Net Ratio of Net Investment
Assets Operating Income
End of Expenses to (Loss) to Portfolio
Period Average Net Average Net Turnover
(000's) Assets Assets Rate
Quest for Value Fund, Inc.
<S> <C> <C> <C> <C>
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $ 251,821 1.69%(1,5) 0.97%(1,5) 17%
YEAR ENDED
OCTOBER 31,
1994 238,085 1.71% 0.72% 49%
1993 245,320 1.75% 0.40% 27%
1992 142,939 1.75% 0.53% 41%
1991 79,914 1.83% 1.06% 48%
1990 (2) 49,740 1.82% 1.71% 51%
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 23,805 2.21%(1,5) 0.45%(1,5) 17%
YEAR ENDED
OCTOBER 31, 1994 14,373 2.24% 0.14% 49%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 2,015 2.27%(5) (1.19%)(5) 27%
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 6,375 2.24%(1,5) 0.43%(1,5) 17%
YEAR ENDED
OCTOBER 31, 1994 3,581 2.28% 0.09% 49%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 221 2.27%(5) (0.90%)(5) 27%
<FN>
(1) AVERAGE NET ASSETS FOR THE SIX MONTHS ENDED APRIL 30, 1995, FOR CLASSES A,
B, AND C WERE $234,786,678, $18,171,756, $4,638,234, RESPECTIVELY.
(2) SHARE AND PER SHARE DATA HAVE BEEN RETROACTIVELY RESTATED TO REFLECT A 200%
STOCK DIVIDEND AS OF JULY 1, 1991.
</TABLE>
<TABLE>
<CAPTION>
INCOME FROM INVESTMENT OPERATIONS
----------------------------------- DIVIDENDS AND DISTRIBUTIONS
Net ---------------------------------------
Realized Distributions
and Dividends to
Unreal- to Shareholders Net
Net Asset Net In- ized Gain Shareholders from Net Asset
Value, Be- vestment (Loss) on Total from from Net Realized Total Divi- Value, Total
ginning of Income In- Investment Investment Gain on dends and End of Re-
Period (Loss) vestments Operations Income Investments Distributions Period turn*
Opportunity Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Class A,
SIX MONTHS
ENDED APRIL 30,
1995 (6) $19.69 $ 0.12 $ 2.25 $ 2.37 $(0.12) $(0.61) $(0.73) $ 21.33 12.66%
YEAR ENDED
OCTOBER 31,
1994 18.71 0.18 1.35 1.53 (0.33) (0.22) (0.55) 19.69 8.41%
1993 16.73 0.35 2.02 2.37 (0.07) (0.32) (0.39) 18.71 14.34%
1992 14.29 0.09 2.93 3.02 (0.03) (0.55) (0.58) 16.73 21.93%
1991 9.74 0.03 4.78 4.81 (0.23) (0.03) (0.26) 14.29 50.44%
1990 11.59 0.25 (1.64) (1.39) (0.22) (0.24) (0.46) 9.74 (12.62%)
Class B,
SIX MONTHS
ENDED APRIL 30,
1995 (6) 19.59 0.07 2.23 2.30 (0.12) (0.61) (0.73) 21.16 12.36%
YEAR ENDED
OCTOBER 31,
1994 18.70 0.08 1.34 1.42 (0.31) (0.22) (0.53) 19.59 7.84%
SEPTEMBER 2,
1993 (4) TO
OCTOBER 31,
1993 18.73(3) 0.02 (0.05) (0.03) -- -- -- 18.70 (0.16%)
Class C,
SIX MONTHS
ENDED APRIL 30,
1995 (6) 19.58 0.07 2.23 2.30 (0.12) (0.61) (0.73) 21.15 12.37%
YEAR ENDED
OCTOBER 31,
1994 18.70 0.08 1.33 1.41 (0.31) (0.22) (0.53) 19.58 7.78%
SEPTEMBER 2,
1993 (4) TO
OCTOBER 31,
1993 18.73(3) 0.02 (0.05) (0.03) -- -- -- 18.70 (0.16%)

B-45
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
----------------------------------- ---------------------------------------
Net Distributions
Realized to
and Dividends Shareholders
Unrealized to from Net Net
Net Asset Net Gain Shareholders Realized Total Asset
Value, Investment (Loss) Total from from Net Gain Dividends Value,
Beginning Income on Investment Investment on and End of Total
of Period (Loss) Investments Operations Income Investments Distributions Period Return*
Small Capitalization Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $16.33 $ 0.05 $ 0.22 $ 0.27 $-- $(0.42) $(0.42) $16.18 1.71%
YEAR ENDED
OCTOBER 31,
1994 17.68 (0.03) 0.01 (0.02) -- (1.33) (1.33) 16.33 0.04%
1993 14.60 (0.04) 4.26 4.22 -- (1.14) (1.14) 17.68 30.21%
1992 13.52 0.00 1.50 1.50 -- (0.42) (0.42) 14.60 11.60%
1991 8.80 (0.05) 4.85 4.80 (0.08) -- (0.08) 13.52 55.01%
1990 10.91 0.07 (2.04) (1.97) (0.08) (0.06) (0.14) 8.80 (18.33%)
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 16.24 (0.01) 0.22 0.21 -- (0.42) (0.42) 16.03 1.35%
YEAR ENDED
OCTOBER 31, 1994 17.66 (0.11) 0.02 (0.09) -- (1.33) (1.33) 16.24 (0.39%)
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 17.19(3) (0.02) 0.49 0.47 -- -- -- 17.66 2.73%
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 16.23 0.00 0.22 0.22 -- (0.42) (0.42) 16.03 1.41%
YEAR ENDED
OCTOBER 31, 1994 17.67 (0.13) 0.02 (0.11) -- (1.33) (1.33) 16.23 (0.51%)
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 17.19(3) (0.02) 0.50 0.48 -- -- -- 17.67 2.79%

Growth and Income Fund
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
----------------------------------- ---------------------------------------
Net Distributions
Realized to
and Dividends Shareholders
Unrealized to from Net Net
Net Asset Net Gain Shareholders Realized Total Asset
Value, Investment (Loss) Total from from Net Gain Dividends Value,
Beginning Income on Investment Investment on and End of Total
of Period (Loss) Investments Operations Income Investments Distributions Period Return*
Growth and Income Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $10.09 $ 0.18 $ 0.67 $ 0.85 $(0.18) $(0.42) $(0.60) $10.34 9.11%
YEAR ENDED
OCTOBER 31,
1994 11.24 0.32 0.55 0.87 (0.32) (1.70) (2.02) 10.09 8.64%
1993 10.80 0.30 0.73 1.03 (0.26) (0.33) (0.59) 11.24 9.93%
NOVEMBER 4, 1991
(7) TO OCTOBER
31, 1992 10.00(3) 0.28 0.80 1.08 (0.28) -- (0.28) 10.80 10.84%
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 10.07 0.16 0.66 0.82 (0.16) (0.42) (0.58) 10.31 8.79%
YEAR ENDED
OCTOBER 31, 1994 11.23 0.25 0.56 0.81 (0.27) (1.70) (1.97) 10.07 7.96%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 11.21(3) 0.04 0.05 0.09 (0.07) -- (0.07) 11.23 0.81%
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 10.07 0.14 0.67 0.81 (0.14) (0.42) (0.56) 10.32 8.67%
YEAR ENDED
OCTOBER 31, 1994 11.23 0.24 0.56 0.80 (0.26) (1.70) (1.96) 10.07 7.91%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 11.21(3) 0.04 0.05 0.09 (0.07) -- (0.07) 11.23 0.81%

B-46
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
----------------------------------- ---------------------------------------
Net Distributions
Realized Dividends to
and to Shareholders Net
Net Asset Net Unrealized Shareholders from Net Total Asset
Value, Investment Gain Total from from Net Realized Dividends Value,
Beginning Income (Loss) on Investment Investment Gain on and End of Total
of Period (Loss) Investments Operations Income Investments Distributions Period Return*
U.S. Government Income F und
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $10.79 $ 0.32 $ 0.26 $ 0.58 $(0.32) $(0.01) $(0.33) $11.04 5.50%
YEAR ENDED
OCTOBER 31,
1994 12.08 0.59 (1.08) (0.49) (0.59) (0.21) (0.80) 10.79 (4.15%)
1993 11.92 0.65 0.35 1.00 (0.68) (0.16) (0.84) 12.08 8.55%
1992 11.80 0.74 0.18 0.92 (0.74) (0.06) (0.80) 11.92 7.98%
1991 11.35 0.85 0.61 1.46 (0.86) (0.15) (1.01) 11.80 13.40%
1990 11.50 0.93 (0.06) 0.87 (0.93) (0.09) (1.02) 11.35 7.98%
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 10.79 0.28 0.26 0.54 (0.28) (0.01) (0.29) 11.04 5.14%
YEAR ENDED
OCTOBER 31, 1994 12.08 0.51 (1.08) (0.57) (0.51) (0.21) (0.72) 10.79 (4.84%)
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 12.13(3) 0.08 (0.04) 0.04 (0.08) (0.01) (0.09) 12.08 0.29%
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 10.79 0.28 0.26 0.54 (0.28) (0.01) (0.29) 11.04 5.09%
YEAR ENDED
OCTOBER 31, 1994 12.08 0.51 (1.08) (0.57) (0.51) (0.21) (0.72) 10.79 (4.84%)
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 12.13(3) 0.08 (0.04) 0.04 (0.08) (0.01) (0.09) 12.08 0.34%

<CAPTION>
RATIOS
----------------------------------------------
Ratio of Net
Net Ratio of Net Investment
Assets Operating Income
End of Expenses (Loss) Portfolio
Period to Average to Average Turnover
(000's) Net Assets Net Assets Rate
U.S. Government Income Fund
<S> <C> <C> <C> <C>
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $ 115,898 1.27%(1,5) 5.99%(1,5) 205%
YEAR ENDED
OCTOBER 31,
1994 123,257 1.20%(2) 5.19%(2) 126%
1993 189,091 1.15%(2) 5.33%(2) 315%
1992 151,197 1.15%(2) 6.26%(2) 207%
1991 82,400 1.15%(2) 7.24%(2) 309%
1990 52,742 1.15%(2) 8.21%(2) 101%
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 10,280 1.93%(1) 5.18%(1) 205%
YEAR ENDED
OCTOBER 31, 1994 6,813 1.92%(2) 4.53%(2) 126%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 1,286 1.85%(2,5) 3.07%(2,5) 315%
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 1,872 2.05%(1) 5.14%(1) 205%
YEAR ENDED
OCTOBER 31, 1994 1,224 1.94%(2) 4.57%(2) 126%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 141 1.85%(2,5) 3.89%(2,5) 315%
<FN>
(1) AVERAGE NET ASSETS FOR THE SIX MONTHS ENDED APRIL 30, 1995, FOR CLASSES A,
B, AND C WERE $116,762,622, $8,585,009, $1,432,342, RESPECTIVELY.
(2) DURING THE PERIODS PRESENTED ABOVE, THE ADVISER VOLUNTARILY WAIVED A
PORTION OF ITS FEES. IF SUCH WAIVERS HAD NOT BEEN IN EFFECT, THE RATIOS OF
NET OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET
INVESTMENT INCOME TO AVERAGE NET ASSETS FOR CLASS A WOULD HAVE BEEN 1.23%
AND 5.16%, RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1994, 1.20% AND
5.28%, RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1993, 1.17% AND 6.24%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1992, 1.46% AND 6.93%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1991 AND 1.44% AND 7.92%,
RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1990. THE RATIOS OF NET
OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET INVESTMENT
INCOME TO AVERAGE NET ASSETS WOULD HAVE BEEN 1.93% AND 4.52%, RESPECTIVELY,
FOR CLASS B AND 1.95% AND 4.56%, RESPECTIVELY, FOR CLASS C, FOR THE YEAR
ENDED OCTOBER 31, 1994 AND 1.96% AND 2.96%, ANNUALIZED, RESPECTIVELY, FOR
CLASS B AND 1.96% AND 3.78%, ANNUALIZED, RESPECTIVELY, FOR CLASS C, FOR THE
PERIOD SEPTEMBER 2, 1993 (INITIAL OFFERING) TO OCTOBER 31, 1993.
</TABLE>
<TABLE>
<CAPTION>
INCOME FROM
INVESTMENT OPERATIONS DIVIDENDS AND DISTRIBUTIONS
----------------------------------- ---------------------------------------

Net Distributions
Realized Dividends to
and to Shareholders Net
Net Asset Net Unrealized Shareholders from Net Total Asset
Value, Investment Gain Total from from Net Realized Dividends Value,
Beginning Income (Loss) on Investment Investment Gain on and End of Total
of Period (Loss) Investments Operations Income Investments Distributions Period Return*
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Investment Quality Income Fund
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $ 9.67 $ 0.36 $ 0.52 $ 0.88 $(0.36) $-- $(0.36) $10.19 9.28%
YEAR ENDED
OCTOBER 31,
1994 11.49 0.68 (1.75) (1.07) (0.68) (0.07) (0.75) 9.67 (9.61%)
1993 10.36 0.68 1.19 1.87 (0.68) (0.06) (0.74) 11.49 18.64%
1992 10.06 0.80 0.30 1.10 (0.80) -- (0.80) 10.36 11.21%
DECEMBER 18, 1990
(7) TO OCTOBER
31, 1991 10.00(3) 0.71 0.06 0.77 (0.71) -- (0.71) 10.06 8.11%
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 9.67 0.33 0.52 0.85 (0.33) -- (0.33) 10.19 8.96%
YEAR ENDED
OCTOBER 31, 1994 11.49 0.61 (1.75) (1.14) (0.61) (0.07) (0.68) 9.67 (10.22%)
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 11.52(3) 0.08 (0.03) 0.05 (0.08) -- (0.08) 11.49 0.45%
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 9.67 0.33 0.52 0.85 (0.33) -- (0.33) 10.19 8.92%
YEAR ENDED
OCTOBER 31, 1994 11.49 0.61 (1.75) (1.14) (0.61) (0.07) (0.68) 9.67 (10.23%)
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 11.52(3) 0.09 (0.03) 0.06 (0.09) -- (0.09) 11.49 0.55%

<CAPTION>
RATIOS
----------------------------------------------
Ratio of Net
Net Ratio of Net Investment
Assets Operating Income
End of Expenses (Loss) Portfolio
Period to Average to Average Turnover
(000's) Net Assets Net Assets Rate
<S> <C> <C> <C> <C>
Investment Quality Income Fund
Class A,
SIX MONTHS ENDED
APRIL 30, 1995
(6) $ 45,860 1.41%(1,2,5) 7.41%(1,2,5) 4%
YEAR ENDED
OCTOBER 31,
1994 46,922 1.29%(2) 6.47%(2) 33%
1993 61,288 1.20%(2) 6.07%(2) 12%
1992 29,701 0.95%(2) 7.62%(2) 18%
DECEMBER 18, 1990
(7) TO OCTOBER
31, 1991 17,235 0.82%(2,5) 8.25%(2,5) 19%
Class B,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 9,293 2.01%(1,2,5) 6.71%(1,2,5) 4%
YEAR ENDED
OCTOBER 31, 1994 6,605 1.92%(2) 5.85%(2) 33%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 1,468 1.84%(2,5) 3.68%(2,5) 12%
Class C,
SIX MONTHS ENDED
APRIL 30, 1995
(6) 3,306 2.07%(1,2,5) 6.70%(1,2,5) 4%
YEAR ENDED
OCTOBER 31, 1994 2,583 1.90%(2) 6.01%(2) 33%
SEPTEMBER 2, 1993
(4) TO OCTOBER
31, 1993 101 1.84%(2,5) 4.83%(2,5) 12%
<FN>
(1) AVERAGE NET ASSETS FOR THE SIX MONTHS ENDED APRIL 30, 1995, FOR CLASSES A,
B, AND C WERE $44,895,780, $7,602,107, $2,880,817, RESPECTIVELY.
(2) DURING THE PERIODS PRESENTED ABOVE, THE ADVISER VOLUNTARILY WAIVED ALL OR A
PORTION OF ITS FEES AND REIMBURSED THE FUND FOR A PORTION OF ITS OPERATING
EXPENSES. IF SUCH WAIVERS AND REIMBURSEMENTS HAD NOT BEEN IN EFFECT, THE
RATIOS OF NET OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF
NET INVESTMENT INCOME TO AVERAGE NET ASSETS FOR CLASS A WOULD HAVE BEEN
1.26% AND 7.56%, ANNUALIZED, RESPECTIVELY, FOR THE SIX MONTHS ENDED APRIL
30, 1995, 1.59% AND 6.17%, RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31,
1994, 1.50% AND 5.77%, RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1993,
1.72% AND 6.85%, RESPECTIVELY, FOR THE YEAR ENDED OCTOBER 31, 1992, AND
2.11% AND 6.96%, ANNUALIZED, RESPECTIVELY, FOR THE PERIOD DECEMBER 18, 1990
(COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1991. THE RATIOS OF NET
OPERATING EXPENSES TO AVERAGE NET ASSETS AND THE RATIOS OF NET INVESTMENT
INCOME TO AVERAGE NET ASSETS WOULD HAVE BEEN 1.86% AND 6.86%, ANNUALIZED,
RESPECTIVELY, FOR CLASS B AND 1.92% AND 6.85%, ANNUALIZED, RESPECTIVELY FOR
CLASS C, FOR THE SIX MONTHS ENDED APRIL 30, 1995, 2.23% AND 5.54%,
RESPECTIVELY, FOR CLASS B AND 2.21% AND 5.70%, RESPECTIVELY, FOR CLASS C,
FOR THE YEAR ENDED OCTOBER 31, 1994 AND 2.07% AND 3.45%, ANNUALIZED,
RESPECTIVELY, FOR CLASS B AND 2.06% AND 4.61%, ANNUALIZED, RESPECTIVELY,
FOR CLASS C FOR THE PERIOD SEPTEMBER 2, 1993 (INITIAL OFFERING) TO OCTOBER
31, 1993.
- ------------------------------
(3) OFFERING PRICE.
(4) INITIAL OFFERING OF CLASS B AND CLASS C SHARES.
(5) ANNUALIZED.
(6) UNAUDITED.
(7) COMMENCEMENT OF OPERATIONS.
* ASSUMES REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS, BUT DOES NOT
REFLECT DEDUCTIONS FOR SALES CHARGES. AGGREGATE (NOT ANNUALIZED) TOTAL
RETURN IS SHOWN FOR ANY PERIOD SHORTER THAN ONE YEAR.
</TABLE>

<PAGE>

Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Growth & Income Value Fund
Two World Trade Center
New York, NY 10048-0203
1-800-525-7048

Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203

Sub-Adviser
OpCap Advisors
One World Financial Center
New York, New York 10281

Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203

Transfer Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian of Portfolio Securities
State Street Bank and Trust Company
P.O. Box 8505
Boston, Massachusetts 02266-8505

Independent Accountants
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036

PROSP/236SAI

<PAGE>

Oppenheimer Quest Officers Value Fund
Prospectus dated November 24, 1995

Oppenheimer Quest Officers Value Fund (the "Fund"), a series of
Oppenheimer Quest for Value Funds, is a mutual fund that seeks capital
appreciation through investment in securities (primarily equity
securities) of companies believed to be undervalued in the marketplace in
relation to factors such as the companies' assets, earnings, growth
potential and cash flows through a non-diversified portfolio. The Fund
may invest its assets in equity securities of companies with no limit as
to market capitalization. The Fund may invest up to 25% of its net assets
in bonds rated below Baa 3 by Moody's Investors Service, Inc. or BBB- by
Standard & Poor's Corporation (commonly known as "high yield" or "junk
bonds"). Please refer to "Investment Restrictions and Techniques" and
"Risk Factors" for more information about the types of securities the Fund
invests in and the risks of investing in the Fund.

This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the November 24, 1995 Statement of Additional Information. For
a free copy, call Oppenheimer Shareholder Services, the Fund's Transfer
Agent, at 1-800-525-7048, or write to the Transfer Agent at the address
on the back cover. The Statement of Additional Information has been filed
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).
[OppenheimerFunds logo]

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

Contents

ABOUT THE FUND

Expenses
A Brief Overview of the Fund
Financial Highlights
Investment Objective and Policies of the Fund
Risk Factors
Investment Restrictions and Techniques
Investment Management Agreement

ABOUT YOUR ACCOUNT

How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
How to Sell Shares
By Mail
By Telephone
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes

Appendix A: Sales Charges and Waivers for Certain Former Quest
Shareholders, and for Certain Shares Purchased Prior to the Date of
this Prospectus

Appendix B: Description of Ratings

<PAGE>

ABOUT THE FUND

Expenses

-- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account" for an
explanation of how and when these charges apply.

<TABLE>
<CAPTION>
Class Class Class
A Shares B Shares C Shares
<S> <C> <C> <C>
Maximum Sales Charge 5.75% None None
on Purchases
(as a % of
offering price)

Sales Charge on None None None
Reinvested Dividends

Deferred Sales Charge None(1) 5% in the first 1% if
(as a % of the year, declining redeemed
lower of the to 1% in the within 12
original purchase sixth year months of
price or redemption and eliminated purchase(2)
proceeds) thereafter(2)

Redemption Fee None None None

Exchange Fee None None None
</TABLE>

(1) If you invest $1 million or more ($500,000 or more for purchases by
OppenheimerFunds prototype 401(k) plans) in Class A shares, you may have
to pay a sales charge of up to 1% if you sell your shares within 12, 18
or 24 calendar months from the end of the calendar month during which you
purchased those shares, depending upon when you purchased such shares.
See "How to Buy Shares - Class A Shares," below.

(2) See "How to Buy Shares - Class B Shares" and "How to Buy Shares -
Class C Shares" below, for more information on the contingent deferred
sales charges.

-- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (referred to in this Prospectus as the "Manager").
The rates of the Manager's fees are set forth in "How the Fund is
Managed," below. The Fund has other regular expenses for services, such
as transfer agent fees, custodial fees paid to the bank that holds its
portfolio securities, audit fees and legal expenses. Those expenses are
detailed in the Fund's Financial Statements in the Statement of Additional
Information.

The numbers in the table below are estimates of the Fund's business
expenses based on the Fund's expenses from its inception (November 8,
1994) through April 30, 1995. These amounts are shown as a percentage of
the average net assets of each class of the Fund's shares for that year.
Class B and C shares are currently not publicly offered; accordingly, the
Annual Fund Operating Expenses for Class B and Class C shares are
estimates based on amounts that would have been payable if such shares had
been outstanding from the Fund's inception through April 30, 1995. The
fees and expenses in the table below have been restated to reflect the
elimination, concurrently with the acquisition by the Manager described
below, of certain voluntary fee waivers and expense assumptions. Had the
voluntary fee waivers and expense assumptions remained in effect, the
"Management Fees" for each class of shares would have been waived in their
entirety, the "12b-1 Distribution Plan Fees" for each class of shares
would have been waived in their entirety, "Other Expenses" for each class
of shares would have been 2.50% and "Total Fund Operating Expenses" for
each class of shares would have been 2.50%. The 12b-1 Fees for Class A
shares are service fees (the maximum fee is 0.25% of average annual net
assets of that class) and a distribution fee of 0.25% of the average
annual net assets of that class. For Class B and Class C shares, the 12b-
1 Fees are the service fees (the maximum fee is 0.25% of average annual
net assets of those classes) and the annual asset-based sales charges of
0.75% of the average annual net assets of the class. These plans are
described in greater detail in "How to Buy Shares."

The actual expenses for each class of shares in future years may be
more or less than the numbers in the table, depending on a number of
factors, including changes in the actual value of the Fund's assets
represented by each class of shares.

<TABLE>
<CAPTION>
Class Class Class
A Shares B Shares C Shares
<S> <C> <C> <C>
Management Fees 1.00% 1.00% 1.00%
12b-1 Distribution 0.50% 1.00% 1.00%
Plan Fees
Other Expenses 1.15% 1.15% 1.15%
----- ----- -----
Total Fund Operating
Expenses 2.65% 3.15% 3.15%
</TABLE>

-- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make a $1,000 investment in each class of shares
of the Fund, and the Fund's annual return is 5%, and that its operating
expenses for each class are the ones shown in the Annual Fund Operating
Expenses table above and that Class B shares automatically convert into
Class A shares six years after purchase. If you were to redeem your
shares at the end of each period shown below, your investment would incur
the following expenses by the end of 1, 3, 5 and 10 years:

1 year 3 years 5 years 10 years*

Class A Shares $83 $135 $190 $339
Class B Shares $82 $127 $185 $324
Class C Shares $42 $97 $165 $346

If you did not redeem your investment, it would incur the following
expenses:

Class A Shares $83 $135 $190 $339
Class B Shares $32 $97 $165 $324
Class C Shares $32 $97 $165 $346

* The Class B expenses in years 7 through 10 are based on the Class A
expenses shown above, because the Fund automatically converts your Class
B shares into Class A shares after 6 years. Because of the asset-based
sales charge and the contingent deferred sales charge on Class B and Class
C shares, long term Class B and Class C shareholders could pay the
economic equivalent of more than the maximum front-end sales charge
allowed under applicable regulations. For Class B shareholders, the
automatic conversion of Class B shares to Class A shares is designed to
minimize the likelihood that this will occur. Please refer to "How to Buy
Shares - Class B Shares" for more information.

These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary.

A Brief Overview of the Fund

-- What Is the Fund's Investment Objective? The Fund seeks capital
appreciation through investment in securities (primarily equity
securities) of companies believed to be undervalued in the marketplace in
relation to factors such as the companies' assets, earnings, growth
potential and cash flows through a non-diversified portfolio.

-- What does the Fund Invest In? The Fund invests primarily in equity
securities including common stocks and preferred stocks; bonds, debentures
and notes convertible into common stock and depository receipts for such
securities. The Fund may invest its assets in equity securities of
companies with no limit as to market capitalization. The Fund may invest
up to 25% of its net assets in bonds rated below Baa 3 by Moody's
Investors Service, Inc. or BBB- by Standard & Poor's Corporation (commonly
known as "high yield" or "junk bonds"). The Fund may also write covered
calls and use certain types of securities called "derivative investments"
and hedging instruments to try to manage investment risks. These
investments are more fully explained in "Investment Objective and Policies
of the Fund."

-- Who Manages the Fund? The Fund's investment adviser (the "Manager")
is Oppenheimer Management Corporation, which (including a subsidiary)
manages investment companies currently having over $38 billion in assets.
The Manager is paid an advisory fee by the Fund, based on its net assets.
The Fund's subadvisor is OpCap Advisors (the "Sub-Adviser"), a subsidiary
of Oppenheimer Capital, which is paid a fee by the Manager. The Fund's
portfolio manager is employed by the Sub-Adviser and is primarily
responsible for the selection of the Fund's securities. The Fund's Board
of Trustees, elected by shareholders, oversees the investment adviser, the
subadvisor and the portfolio manager. Please refer to "Investment
Management Agreement," for more information about the Manager and its
fees.

-- Will I Pay A Sales Charge to Buy Shares? The Fund has three classes
of shares. All classes have the same investment portfolio but different
expenses. Class A shares are offered with a front-end sales charge,
starting at 5.75%, and reduced for larger purchases. Purchases of $1
million or more of Class A shares have no initial sales charge but are
subject to a contingent deferred sales charge of up to 1% if held for less
than 12, 18 or 24 months, depending upon when you purchased such shares.
Class B shares are offered without a front-end sales charge, but if you
sell your shares within six years of buying them, you will normally pay
a contingent deferred sales charge that varies depending on how long you
owned your shares. Class C shares are offered without a front-end sales
charge, but may be subject to a contingent deferred sales charge of 1% if
redeemed within one year of buying them. There is also an annual asset-
based sales charge on each class of shares. Please review "How To Buy
Shares" for more details, including a discussion about factors you and
your financial advisor should consider in determining which class may be
appropriate for you.

-- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer. Please refer to "How To Sell Shares". The Fund also offers
exchange privileges with other OppenheimerFunds, described in "How To
Exchange Shares".

Financial Highlights

The table on the following page presents unaudited selected financial
information about the Fund, including per share data, expense ratios and
other data based on the Fund's average net assets for the period from
November 8, 1994 (inception) to April 30, 1995.

QUEST FOR VALUE FAMILY OF FUNDS
OFFICERS FUND
FINANCIAL HIGHLIGHTS (UNAUDITED)
NOVEMBER 8, 1994 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1995

<TABLE>
<S> <C>
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:

Net Asset Value, beginning of period....................................... $10.00 (1)
-----------
Net investment income...................................................... 0.10

Net realized and unrealized gain on investments............................ 1.00
-----------
Total from investment operations........................................ 1.10

Dividends to shareholders from net investment income....................... (0.04)
-----------

Net Asset Value, end of period............................................. $11.06
-----------
-----------

Total investment return*................................................... 11.00%
-----------

Net assets, end of period.................................................. $2,988,509
-----------

Ratio of net operating expenses to average net assets...................... 0.00%(2,3,4)
-----------

Ratio of net investment income to average net assets....................... 2.10%(2,3,4)
-----------

Portfolio turnover rate.................................................... 60%
-----------
<FN>
- -------------------------------------------------------------------------------
(1) Offering price.
(2) During the period presented above, the Adviser has voluntarily waived
all of its fees and reimbursed the Fund for all of its operating
expenses. If such waivers and reimbursements had not been in effect, the
annualized ratio of net operating expenses to average daily net
assets and the annualized ratio of net investment income to average
daily net assets would have been 2.15% and (.05%), respectively.
(3) Average net assets for the period November 8, 1994 (commencement of
operations) to April 30, 1995 were $2,295,379.
(4) Annualized.
* Assumes reinvestment of all dividends. Aggregate (not annualized) total
return is shown.
</TABLE>

<PAGE>

Investment Objective and Policies Of The Fund

The Sub-Adviser, OpCap Advisors (formerly known as Quest for Value
Advisors), manages the Fund in accordance with the Fund's investment
objective and policies described below pursuant to a Subadvisory Agreement
with the Manager.

The Fund seeks capital appreciation through investment in securities
(primarily equity securities) of companies believed by the Sub-Adviser,
to be undervalued in the marketplace in relation to factors such as the
companies' assets, earnings, growth potential and cash flows through a
non-diversified portfolio. The Fund may invest its assets in equity
securities of companies with no limit as to market capitalization. See
"Risk Factors." The Fund may invest up to 25% of its net assets in bonds
rated below Baa 3 by Moody's Investors Service, Inc. ("Moody's") or BBB-
by Standard & Poor's Corporation ("S&P")(commonly known as "high yield"
or "junk bonds"). For the purposes of this Prospectus the term equity
securities is defined as common stocks and preferred stocks; bonds,
debentures and notes convertible into common stocks; and depository
receipts for such securities. Investments of the Fund are managed by
Jeffrey C. Whittington, Senior Vice President of Oppenheimer Capital. He
has been Portfolio Manager of the Fund since its inception. Mr.
Whittington has been a portfolio manager at Oppenheimer Capital since
August, 1994, and from June, 1986 to May, 1991. From August, 1993 to
July, 1994 he was a portfolio manager with Neuberger & Berman. From
October, 1991 to July, 1993 he was a portfolio manager with Oppenheimer
& Co., Inc. The Sub-Adviser's equity investment policy is overseen by
George Long, Managing Director and Chief Investment Officer for
Oppenheimer Capital, the parent of OpCap Advisors. Mr. Long has been with
Oppenheimer Capital since 1982.

To provide liquidity for the purchase of new instruments and to
effect redemptions of shares, the Fund typically invests a part of its
assets in various types of U.S. government securities and high quality,
short-term debt securities with remaining maturities of one year or less
such as government obligations, certificates of deposit, bankers'
acceptances, commercial paper, short-term corporate securities and
repurchase agreements ("money market instruments"). For temporary
defensive purposes, the Fund may invest up to 100% of its assets in such
securities. At any time that the Fund for temporary defensive purposes
invests in such securities, to the extent of such investments, it is not
pursuing its investment objective. It is anticipated that the Fund will
have an annual turnover rate (excluding turnover of securities having a
maturity of one year or less) of 100% or less. Brokerage costs are not
incurred in connection with debt obligations or U.S. government securities
transactions; however, mark-ups to dealers are paid. These may be
considered transaction costs which will be increased by any increase in
turnover rate. Options and futures may increase the turnover rate. To
the extent that higher portfolio turnover increases capital gains, more
taxes will be payable.

Except as indicated, the investment objective and policies described
above are fundamental and may not be changed without a vote of the
shareholders.

Risk Factors

The value of the Fund's shares will fluctuate and on redemption the
value of your shares may be more or less than your investment.

There are two types of risk generally associated with owning equity
securities: market risk and financial risk. Market risk is the risk
associated with the movement of the stock market in general. Financial
risk is associated with the financial condition and profitability of the
underlying company. Smaller capitalization companies may experience
higher growth rates and higher failure rates than do larger capitalization
companies. The trading volume of securities of smaller capitalization
companies is normally less than that of larger capitalization companies
and, therefore, may disproportionately affect their market price, tending
to make them rise more in response to buying demand and fall more in
response to selling pressure than is the case with larger capitalization
companies. The Fund may invest 5% of its net assets in the securities of
companies that have operated less than three years, including the
operations of predecessors. Securities of unseasoned companies may have
a limited trading market, which may adversely affect their disposition by
the Fund and can result in their shares being priced at a lower level than
might otherwise be the case.

There are two types of risk associated with owning debt securities:
interest rate risk and credit risk. Interest rate risk relates to
fluctuations in market value arising from changes in interest rates. If
interest rates rise, the value of debt securities will normally decline
and if interest rates fall, the value of debt securities will normally
increase. All debt securities, including U.S. government securities,
which are generally considered to be the most creditworthy of all debt
obligations, are subject to interest rate risk. Securities with longer
maturities generally will have a more pronounced reaction to interest rate
changes than shorter term securities.

Credit risk relates to the ability of the issuer to make periodic
interest payments and ultimately repay principal at maturity. Bonds rated
below Baa3 by Moody's or BBB- by S&P, which the Fund may acquire, are
commonly known as "junk bonds." Such securities may be subject to higher
risks and greater market fluctuations than are lower-yielding higher-rated
securities. Securities rated Ba by Moody's are judged to have speculative
elements; their future cannot be considered well assured and often the
protection of interest and principal payments may be very moderate.
Securities rated BB by S&P are regarded as having predominately
speculative characteristics and, while such obligations have less near-
term vulnerability to default than other speculative grade debt, they face
major ongoing uncertainties or exposure to adverse business, financial or
economic conditions which could lead to inadequate capacity to meet timely
interest and principal payment. Securities rated Caa by Moody's or CCC
by S&P are considered to have predominately speculative characteristics
with respect to capacity to pay interest and repay principal and to be of
poor standing. Securities rated Ca by Moody's are speculative to a high
degree; such issues are often in default or have other marked
shortcomings. A security rated CI by S&P are income bonds on which no
interest is being paid, and securities rated D by S&P are in payment
default. The Fund does not intend to hold such lower-rated securities
unless the opportunities for capital appreciation and income, combined,
remain attractive. See Appendix B for a more complete general description
of Moody's and S&P ratings. The ratings of Moody's and S&P represent
their opinions as to the quality of the obligations which they undertake
to rate. It should be emphasized, however, that ratings are relative and
subjective and although ratings may be useful in evaluating the safety of
interest and principal payments, they do not evaluate the market risk of
these securities. Therefore, although these ratings may be an initial
criterion for selection of such investments, the Sub-Adviser also will
evaluate these securities and the ability of the issuers of such
securities to pay interest and principal. The Fund's ability to achieve
its investment objective may be more dependent on the Sub-Adviser's credit
analysis than might be the case for a fund that invested in higher rated
securities. The market price and yield of securities rated Ba or lower
by Moody's and BB or lower by S&P are more volatile than those of higher
rated securities. Factors adversely affecting the market price and yield
of these securities may adversely affect the Fund's net asset value. In
addition, the retail secondary market of these securities may be less
liquid than that of higher rated securities; adverse market conditions
could make it difficult at times for the Fund to sell certain securities.
The market values of certain lower rated debt securities tend to reflect
individual corporate developments to a greater extent than do higher rated
securities, which react primarily to fluctuations in the general level of
interest rates, and tend to be more sensitive to economic conditions than
higher rated securities. Companies that issue such securities are often
highly leveraged and may not have available to them more traditional
methods of financing. Consequently, the risk associated with acquiring
the securities of such issuers is greater than with higher rated
securities. The Fund is not obliged to dispose of securities due to
changes by the rating agencies. The Fund may invest in bonds which are
in default, which could result in increased costs associated with the sale
or recovery of such bonds.

The Fund is non-diversified as that term is defined in the Investment
Company Act of 1940 but intends to continue to qualify as a "regulated
investment company" for Federal income tax purposes. This means generally
that more than 5% of the Fund's total assets may be invested in any one
issuer, but only if at the close of each fiscal quarter the aggregate
amount of such holdings does not exceed 50% of the value of its total
assets and no more than 25% of the value of its total assets is invested
in the securities of a single issuer. As a non-diversified investment
company, the Fund may present greater risks than diversified companies
because the Fund can invest in a smaller number of issuers.

Additional Risks of Foreign Securities: The Fund may purchase foreign
securities that are listed on a domestic or foreign securities exchange,
traded in domestic or foreign over-the-counter markets or represented by
American Depository Receipts. There is no limit to the amount of such
foreign securities the Fund may acquire. Certain factors and risks are
presented by investment in foreign securities which are in addition to the
usual risks inherent in domestic securities. Foreign companies are not
necessarily subject to uniform accounting, auditing and financial
reporting standards or other regulatory requirements comparable to those
applicable to U.S. companies. Thus, there may be less available
information concerning non-U.S. issuers of securities held by the Fund
than is available concerning U.S. companies. In addition, with respect
to some foreign countries, there is the possibility of nationalization,
expropriation or confiscatory taxation; income earned in the foreign
nation being subject to taxation, including withholding taxes on interest
and dividends, or other taxes imposed with respect to investments in the
foreign nation; limitations on the removal of securities, property or
other assets of a fund; difficulties in pursuing legal remedies and
obtaining judgments in foreign courts; or political or social instability
or diplomatic developments which could affect U.S. investments in those
countries. For a description of the risks of possible losses through
holding of securities in foreign custodian banks and depositories, see
"Risk Factors and Special Considerations" in the Statement of Additional
Information ("SAI").

Securities of many non-U.S. companies may be less liquid and their
prices more volatile than securities of comparable U.S. companies. Non-
U.S. stock exchanges and brokers are generally subject to less
governmental supervision and regulation than in the U.S. and commissions
on foreign stock exchanges are generally higher than negotiated
commissions on U.S. transactions. In addition, there may in certain
instances be delays in the settlement of non-U.S. stock exchange
transactions. Certain countries restrict foreign investments in their
securities markets. These restrictions may limit or preclude investment
in certain countries, industries or market sectors, or may increase the
cost of investing in securities of particular companies. Purchasing the
shares of investment companies which invest in securities of a given
country may be the only or the most efficient way to invest in that
country. This may require the payment of a premium above the net asset
value of such investment companies and the return will be reduced by the
operating expenses of those investment companies.

A decline in the value of the U.S. dollar against the value of any
particular currency will cause an increase in the U.S. dollar value of a
Fund's holdings denominated in such currency. Conversely, a decline in
the value of any particular currency against the U.S. dollar will cause
a decline in the U.S. dollar value of the Fund's holdings of securities
denominated in such currency. Some foreign currency values may be
volatile and there is the possibility of governmental controls on currency
exchange or governmental intervention in currency markets which could
adversely affect the Fund. The Fund does not intend to speculate in
foreign currency in connection with the purchase or sale of securities on
a foreign securities exchange but may enter into foreign currency
contracts to hedge their foreign currency exposure. While those
transactions may minimize the impact of currency appreciation and
depreciation, the Fund will bear a cost for entering into the transaction
and such transactions do not protect against a decline in the security's
value relative to other securities denominated in that currency.

The Fund may invest its assets in American Depository Receipts
("ADRs"), European Depository Receipts ("EDRs") or Global Depository
Receipts ("GDRs") which are U.S. dollar-denominated receipts that
represent and may be converted into the underlying foreign security.
ADRs, GDRs or EDRs are issued by persons other than the underlying issuer,
typically a domestic bank or trust company. Issuers of the stock of ADRs,
EDRs or GDRs sponsored by banks or trust companies are not obligated to
disclose material information in the United States and therefore, there
may not be a correlation between such information and the market value of
such ADRs, GDRs or EDRs.

Options and Futures: Different uses of futures and options have different
risk and return characteristics. Generally, selling futures contracts,
purchasing put options and writing call options are strategies designed
to protect against falling security prices and can limit potential gains
if prices rise. Purchasing futures contracts, purchasing call options and
writing put options are strategies whose returns tend to rise and fall
together with securities prices and can cause losses if prices fall. If
securities prices remain unchanged over time, option writing strategies
tend to be profitable while option buying strategies tend to be
unprofitable. The Fund intends to engage in futures contracts, options
on futures contracts or options on stock indexes for bona fide hedging or
other non-speculative purposes, may write covered call options and
purchase put options, and may write covered call options on individual
securities. The Fund will not enter into any leveraged futures
transactions.

Repurchase Agreements and Reverse Repurchase Agreements: The Fund may
acquire securities subject to repurchase agreements and reverse repurchase
agreements. Repurchase agreements and reverse repurchase agreements
involve certain risks.

For a further description of options and futures, repurchase
agreements and reverse repurchase agreements and other investment
techniques used by the Fund, see "Investment Restrictions and Techniques",
below.

Investment Restrictions And Techniques

The Fund is subject to certain investment restrictions which are
fundamental policies changeable only by shareholder vote. The
restrictions in a, b and c below do not apply to U.S. government
securities. The Fund may not (a) Purchase more than 10% of the voting
securities of any one issuer (with respect to 75% of its total assets);
(b) Purchase more than 10% of any class of security of any issuer, with
all outstanding debt securities and all preferred stock of an issuer each
being considered as one class; (c) Concentrate its investments in any
particular industry, but if deemed appropriate for attaining its
investment objective, the Fund may invest up to 25% of its total assets
(valued at the time of investment) in any one industry classification used
by the Fund for investment purposes (for this purpose, a foreign
government is considered an industry). Concentration of investment in
securities of one issuer may tend to increase the Fund's financial risk
(See "Risk Factors"); (d) Borrow money in excess of 33 1/3% of the value
of the Fund's total assets; the Fund may borrow only from banks and only
as a temporary measure for extraordinary or emergency purposes and will
make no additional investments while such borrowings exceed 5% of the
total assets; (e) Invest more than 15% of the Fund's total assets in
illiquid securities, including securities for which there is no readily
available market, repurchase agreements which have a maturity of longer
than seven days, securities subject to legal or contractual restrictions
and certain over-the-counter options; and (f) Invest more than 5% of the
Fund's total assets in securities of issuers having a record, together
with predecessors, of less than three years of continuous operation.
(This restriction is not a fundamental policy of the Fund, but was adopted
to comply with a state's securities laws). Notwithstanding investment
restriction (e) above, the Fund may purchase securities which are not
registered under the Securities Act of 1933 ("1933 Act") but which can be
sold to "qualified institutional buyers" in accordance with Rule 144A
under the 1933 Act. Any such security will not be considered illiquid so
long as it is determined by the Board of Trustees or the Sub-Adviser,
acting under guidelines approved and monitored by the Board, which has the
ultimate responsibility for any determination regarding liquidity, that
an adequate trading market exists for that security. This investment
practice could have the effect of increasing the level of illiquidity in
the Fund during any period that qualified institutional buyers become
uninterested in purchasing these restricted securities. The ability to
sell to qualified institutional buyers under Rule 144A is a recent
development and it is not possible to predict how this market will
develop. The Board will carefully monitor any investments by the Fund in
these securities. Other investment restrictions are described in the SAI.

The investment techniques or instruments described below are used for
the investment program of the Fund.

Repurchase Agreements: The Fund may acquire securities subject to
repurchase agreements. Under a typical repurchase agreement, the Fund
acquires a debt security for a relatively short period (usually for one
day and very seldom for more than one week) subject to an obligation of
the seller to repurchase (and the Fund's obligation to resell) the
security at an agreed-upon higher price, thereby establishing a fixed
investment return during the holding period. Pending such repurchase, the
seller of the instrument maintains securities as collateral equal in
market value to the repurchase price. Repurchase agreements may be
characterized as loans collateralized by the underlying securities.

The Fund may enter into reverse repurchase agreements. Under a
reverse repurchase agreement, the Fund sells securities and agrees to
repurchase them at a mutually agreed upon date and price. At the time the
Fund enters into a reverse repurchase agreement, it will establish and
maintain a segregated account with an approved custodian containing liquid
high grade securities having a value not less than the repurchase price
(including accrued interest). Reverse repurchase agreements involve the
risk that the market value of the securities retained in lieu of sale by
the Fund may decline more than or appreciate less than the securities the
Fund has sold but is obligated to repurchase. In the event the buyer of
securities under a reverse repurchase agreement files for bankruptcy or
becomes insolvent, such buyer or its trustee or receiver may receive an
extension of time to determine whether to enforce the Fund's obligation
to repurchase the securities and the Fund's use of the proceeds of the
reverse repurchase agreements may effectively be restricted pending such
decisions. Reverse repurchase agreements create leverage, a speculative
factor, and will be considered borrowings for purposes of the Fund's
limitation on borrowing.

Loans of Portfolio Securities: The Fund may lend portfolio securities if
collateral (cash, U.S. Government or agency obligations or letters of
credit) securing such loans is maintained daily in an amount at least
equal to the market value of the securities loaned and if the Fund does
not incur any fees (except transaction fees of the custodian bank) in
connection with such loans. The value of the securities loaned, if any,
is not expected to exceed 33 1/3% of the value of the total assets of the
Fund. There is a risk that the borrower of the securities may default and
the Fund may have difficulty in reacquiring the loaned securities.

Options and Futures: The Fund may buy and sell options on stock indexes,
futures contracts and options on futures to hedge its investments against
changes in value or as a temporary substitute for purchases or sales of
actual securities. The Fund may write covered call options on individual
securities. When the Fund anticipates a significant market or market
sector advance, the purchase of a futures contract affords a hedge against
not participating in the advance at a time when the Fund is not fully
invested ("anticipatory hedge"). Such a purchase of a futures contract
would serve as a temporary substitute for the purchase of individual
securities, which may be purchased in an orderly fashion once the market
has stabilized. As individual securities are purchased, an equivalent
amount of futures contracts could be terminated by offsetting sales. The
Fund may sell futures contracts in anticipation of or in a general market
or market sector decline or increase in interest rates that may adversely
affect the market value of the Fund's securities ("defensive hedge"). To
the extent that the Fund's portfolio of securities changes in value in
correlation with the underlying security or index, the sale of futures
contracts would substantially reduce the risk to the Fund of a market
decline and by so doing, provide an alternative to the liquidation of
securities positions in the Fund with attendant transaction costs. All
options purchased or sold by the Fund will be traded on a U.S. or foreign
commodities exchange or will result from separate, privately negotiated
transactions with a primary government securities dealer recognized by the
Board of Governors of the Federal Reserve System or with other broker-
dealers approved by the Fund's Board. Options on securities, futures
contracts and options on futures contracts that are traded on foreign
exchanges are subject to the risk of governmental action affecting trading
in or the prices of foreign currencies or securities. The value of such
positions also could be adversely affected by (i) other complex foreign
political and economic factors, (ii) lesser availability than in the
United States of data on which to make trading decisions, (iii) delays in
the Fund's ability to act upon economic events occurring in foreign
markets during nonbusiness hours in the United States, (iv) the imposition
of different exercise and settlement terms and procedures and margin
requirements than in the United States, (v) lesser trading volume and (vi)
in certain circumstances, currency fluctuations.

So long as Commodities Futures Trading Commission rules so require,
the Fund will not enter into any financial futures or options contract
unless such transactions are for bona-fide hedging purposes or for other
purposes only if the aggregate initial margins and premiums required to
establish such non-hedging positions would not exceed 5% of the
liquidation value of the Fund's total assets. A call option written or
sold by the Fund is "covered" if the Fund owns the underlying security
covered by the call or has an absolute and immediate right to acquire that
security without additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian) upon
conversion or exchange of other securities held in its portfolio. A call
option is also covered if the Fund holds a call on the same security and
in the same principal amount as the call written where the exercise price
of the call held (a) is equal to or less than the exercise price of the
call written or (b) is greater than the exercise price of the call written
if the difference is maintained by the Fund in cash, U.S. Government
Securities or other liquid high-grade debt securities in a segregated
account with its custodian. A put option written or sold by the Fund is
"covered" if the Fund maintains cash, U.S. Government securities or other
liquid high-grade debt securities with a value equal to the exercise price
in a segregated account with its custodian, or else holds a put on the
same security and in the same principal amount as the put written where
the exercise price of the put held is equal to or greater than the
exercise price of the put written. As a result, the Fund forgoes the
opportunity of trading the segregated assets or writing calls against
those assets. There may not be a complete correlation between the price
of options or futures and the market prices of the underlying securities.
The Fund may lose the ability to profit from an increase in the market
value of the underlying securities or may lose its premium payment. If
due to a lack of a market the Fund could not effect a closing purchase
transaction with respect to an OTC option, it would have to hold the
callable securities until the call lapsed or was exercised.

When-Issued and Delayed Delivery Securities and Firm Commitments: The
Fund may purchase securities on a "when-issued" or "delayed delivery"
basis or may either purchase or sell securities on a "firm commitment
basis", whereby the price is fixed at the time of commitment but delivery
and payment may be as much as a month or more later. The underlying
securities are subject to market fluctuations and no interest accrues
prior to delivery of the securities. The Fund will maintain cash, U.S.
Government securities or other liquid high grade debt obligations in a
segregated account with its custodian bank equal in value to its
obligations to purchase such securities.

Rights and Warrants: The Fund may invest up to 5% of its total assets in
rights or warrants which entitle the holder to buy equity securities at
a specific price for a specific period of time. The 5% limitation is not
a fundamental policy.

Investment Management Agreement

The Fund is managed by the Manager, Oppenheimer Management
Corporation, which supervises the Fund's investment program and handles
its day-to-day business. The Manager carries out its duties, subject to
the policies established by the Board of Trustees under an Investment
Advisory Agreement with the Fund which states the Manager's
responsibilities. The Agreement sets forth the fees paid by the Fund to
the Manager and describes the expenses that the Fund pays to conduct its
business.

For its services under the Investment Advisory Agreement, the Fund
pays the Manager an annual fee based on the Fund's daily net assets at the
rate of 1.00%.

The Manager has retained the Sub-Adviser to provide day-to-day
portfolio management of 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. The Manager will pay the Sub-Adviser an annual fee
based on the average daily net assets of the Fund equal to 40% of the
advisory fee collected by the Manager based on the total net assets of the
Fund as of November 22, 1995 (the "Base Amount") plus 30% of the
investment advisory fee collected by the Manager based on the total net
assets of the Fund that exceed the base amount. Oppenheimer Financial
Corp., a holding company, holds a 33% 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 67%
interest. Oppenheimer Capital has operated as an investment advisor since
1968. The Manager is not affiliated with Oppenheimer Capital or OpCap
Advisors.

Prior to the date of this Prospectus, the Sub-Adviser was named Quest
for Value Advisors and was the investment adviser to the Fund. Effective
the date of this Prospectus, the Manager acquired the investment advisory
and other contracts and business relationships and certain assets and
liabilities of Quest for Value Advisors, Quest for Value Distributors and
Oppenheimer Capital relating to twelve Quest for Value mutual funds,
including the Fund. Pursuant to this acquisition and Fund shareholder
approval received on November 3, 1995, the Fund entered into the following
agreements, effective the date of this Prospectus: the Investment Advisory
Agreement between the Fund and the Manager, and the distribution and
service plans and agreements between the Fund and the Distributor.
Further, the Manager entered into a subadvisory agreement with the Sub-
Adviser for the benefit of the Fund. The distribution and service plans
are described below.

The Sub-Adviser may select its affiliate Oppenheimer & Co., Inc.
("Opco"), a registered broker-dealer to execute transactions for the Fund,
provided that the commissions, fees or other remuneration received by OpCo
are reasonable and fair compared to those paid to other brokers in
connection with comparable transactions. When selecting broker-dealers
other than OpCo, the Sub-Adviser may consider their record of sales of
shares of the Fund.

The Fund is responsible for bearing certain expenses attributable to the
Fund but not to a particular class ("Fund Expenses"), including deferred
organization expenses; taxes; registration fees; typesetting of
prospectuses and financial reports required for distribution to
shareholders; brokerage commissions; fees and related expenses of trustees
who are not interested persons; legal, accounting and audit expenses;
custodian fees; insurance premiums; and trade association dues. Fund
Expenses will be allocated based on the total net assets of each class.
Each class of shares of the Fund will also be responsible for certain
expenses attributable only to that class ("Class Expenses"). These
Class Expenses may include distribution and service fees, transfer and
shareholder servicing agent fees, professional fees, printing and postage
expenses for materials distributed to current shareholders, state
registration fees and shareholder meeting expenses. Such items are
considered Class Expenses provided such fees and expenses relate solely
to such Class. A portion of printing expenses, such as typesetting costs,
will be divided equally among the Funds, while other printing expenses,
such as the number of copies printed, will be considered Class Expenses.

ABOUT YOUR ACCOUNT

How to Buy Shares

Classes of Shares. The Fund offers investors three different classes of
shares. Currently, only Class A shares are offered to the following
individuals and entities: (i) officers, directors, trustees and employees
(and members of their "immediate families", as hereinafter defined) of the
Fund, the Manager and its affiliates, and retirement plans established by
them for their employees and (ii) officers, directors, trustees and
employees of Oppenheimer Capital, and its affiliates, their relatives or
any trust, pension, profit sharing or other benefit plan for any of them.
The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will
likely have different share prices.

-- Class A Shares. If you buy Class A shares, you may pay an initial
sales charge on investments up to $1 million (up to $500,000 for purchases
by Oppenheimer funds prototype 401(k) plans). If you purchase Class A
shares as part of an investment of at least $1 million ($500,000 for
OppenheimerFunds prototype 401(k) plans) in shares of one or more
Oppenheimer funds or former Quest Funds, you will not pay an initial sales
charge, but if you sell any of those shares within 12, 18 or 24 months of
buying them, you may pay a contingent deferred sales charge at a rate that
depends upon when you bought such shares. The amount of that sales charge
will vary depending on the amount you invested. Sales charges are
described in "Buying Class A Shares" below.

-- Class B Shares. If you buy Class B shares, you pay no sales charge
at the time of purchase, but if you sell your shares within six years you
will normally pay a contingent deferred sales charge that varies,
depending on how long you have owned your shares. It is described in
"Buying Class B Shares" below.

However, if you plan to invest more than $100,000 for the shorter term,
then the more you invest and the more your investment horizon increases
toward six years, Class C shares might not be as advantageous as Class A
shares. That is because the annual asset-based sales charge on Class C
shares will have a greater impact on your account over the longer term
than the reduced front-end sales charge available for larger purchases of
Class A shares. For example, Class A might be more advantageous than
Class C (as well as Class B) for investments of more than $100,000
expected to be held for 5 or 6 years (or more). For investments over
$250,000 expected to be held 4 to 6 years (or more), Class A shares may
become more advantageous than Class C (and B). If investing $500,000 or
more, Class A may be more advantageous as your investment horizon
approaches 3 years or more.

Of course, these examples are based on approximations of the effect of
current sales charges and expenses on a hypothetical investment over time,
using the assumed annual performance return stated above, and therefore
should not be relied on as rigid guidelines.

With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7) custodial
plans and military allotment plans, you can make initial and subsequent
investments of as little as $25; and subsequent purchases of at least $25
can be made by telephone through AccountLink.

There is no minimum investment requirement if you are buying shares by
reinvesting dividends from the Fund or other OppenheimerFunds (a list of
them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.

-- Buying Shares Through Your Dealer. Your dealer will place your order
with the Distributor on your behalf.

-- Buying Shares Through the Distributor. Complete an OppenheimerFunds
New Account Application and return it with a check payable to "Oppenheimer
Funds Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.
If you don't list a dealer on the application, the Distributor will act
as your agent in buying the shares. However, we recommend that you
discuss your investment first with a financial advisor, to be sure it is
appropriate for you.

-- Asset Builder Plans. You may purchase shares of the Fund (and up to
four other Oppenheimer funds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.

If you buy shares through a dealer, the dealer must receive your order
by the regular close of business of the New York Stock Exchange on a
regular business day and transmit it to the Distributor so that it is
received before the Distributor's close of business that day, which is
normally 5:00 P.M. The Distributor may reject any purchase order for the
Fund's shares, in its sole discretion.

$25,000 or more but
less than $50,000 5.50% 5.82% 4.75%

$50,000 or more but
less than $100,000 4.75% 4.99% 4.00%

$100,000 or more but
less than $250,000 3.75% 3.90% 3.00%

$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%

$500,000 or more but
less than $1 million 2.00% 2.04% 1.60%
</TABLE>

The Distributor reserves the right to reallow the entire commission to
dealers. If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.

-- Class A Contingent Deferred Sales Charge. There is no initial
sales charge on purchases of Class A shares of any one or more of the
Oppenheimer funds in the following cases:

-- Purchases aggregating $1 million or more, or

If you redeem any of those shares 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") will be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of
(1) the aggregate net asset value of the redeemed shares (not including
shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less.
However, the Class A contingent deferred sales charge will not exceed the
aggregate commissions the Distributor paid to your dealer on all Class A
shares of all Oppenheimer funds you purchased subject to the Class A
contingent deferred sales charge. Class A shares of the Fund purchased
without a sales charge on or prior to the date of this Prospectus will be
subject to a sales charge at the applicable rate set forth in Appendix A
to this Prospectus.

No Class A contingent deferred sales charge is charged on exchanges
of shares under the Fund's exchange privilege (described below). However,
if the shares acquired by exchange are redeemed within 12, 18 or 24 months
of the end of the calendar month of the purchase of the exchanged shares,
depending upon the date of purchase, the sales charge will apply.

Reduced Sales Charges for Class A Share Purchases. You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:

Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers. Class A shares purchased by the following investors are not
subject to any Class A sales charges:

-- the Manager or its affiliates;

-- registered management investment companies, or separate accounts
of insurance companies having an agreement with the Manager or the
Distributor for that purpose;

-- dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees;

-- directors, trustees, officers or full time employees of OpCap
Advisors or its affiliates, their relatives or any trust, pension, profit
sharing or other benefit plan for any of them;

-- accounts advised by Oppenheimer Capital or persons who are
directors or trustees of such accounts;

-- purchases made with the proceeds of maturing principal of any
Qualified Unit Investment Liquid Trust Series;

-- any unit investment trust that has entered into an appropriate
agreement with the Distributor; or

-- purchases by a Quest-sponsored TRAC-2000 401(k) plan that
originally purchased Class B or Class C shares of a former Quest fund and
which shares were exchanged for Class A shares at net asset value due to
the termination of the Class B and Class C shares TRAC-2000 program (any
such TRAC-2000 shareholders on the date of this Prospectus will be
assessed an administrative fee equal to 1.0% of their account value on the
date of this Prospectus).

See Appendix A for further details regarding sales charge waivers on
purchases by certain shareholders of the former Quest for Value funds.

Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions. Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:

-- shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;

-- shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates
acts as sponsor;

See Appendix A for further details regarding sales charge waivers in
certain transactions involving shareholders of the former Quest for Value
funds.

-- to return excess contributions made to Retirement Plans;

-- to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;

-- involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules
and Policies," below);

-- Distribution and Service Plan for Class A Shares. The Fund has
adopted a Distribution and Service Plan for Class A shares to reimburse
the Distributor for a portion of its costs incurred in connection with the
personal service and maintenance of shareholder accounts that hold Class
A shares. Under the Plan, the Fund pays an annual asset-based sales
charge to the Distributor of 0.25% of the average annual net assets of the
class. The Fund also pays a service fee to the Distributor of 0.25% of
the average annual net assets of the class. The Distributor uses the
service fee and asset-based sales charge to compensate dealers, brokers,
banks and other financial institutions quarterly for providing personal
service and maintenance of accounts of their customers that hold Class A
shares.

The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:

Years Since Contingent Deferred Sales Charge
Beginning of Month In Which on Redemptions in that Year
Purchase Order was Accepted (As % of Amount Subject to Charge)

0 - 1 5.0%
1 - 2 4.0%
2 - 3 3.0%
3 - 4 3.0%
4 - 5 2.0%
5 - 6 1.0%
6 and following None

In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the first regular business day of the month in which
the purchase was made.

-- Waivers of Class B Sales Charges. The Class B contingent
deferred sales charge will not apply to shares purchased in certain types
of transactions, nor will it apply to shares redeemed in certain
circumstances, as described below under "Buying Class C Shares - Waivers
of Class B and Class C Sales Charges."

To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.

Waivers for Redemptions in Certain Cases. The Class B and Class C
contingent deferred sales charges will be waived for redemptions of shares
in the following cases:

-- returns of excess contributions to Retirement Plans;

-- shares redeemed involuntarily, as described in "Shareholder
Account Rules and Policies," below; or

Waivers for Shares Sold or Issued in Certain Transactions. The
contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:

-- shares sold to the Manager or its affiliates;

-- shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; or

-- shares issued in plans or reorganization to which the Fund is a
party.

Special Investor Services

-- Exchanging Shares. With the OppenheimerFunds exchange privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another Oppenheimer funds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.

Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
Oppenheimer funds account on a regular basis:

-- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses

-- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations

-- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR/SEP IRAs

-- Pension and Profit-Sharing Plans for self-employed persons and
small business owners

-- 401(k) prototype retirement plans for businesses

Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.

How to Sell Shares

Selling Shares by Mail. Write a "letter of instructions" that includes:

-- To redeem shares through a service representative, call 1-800-852-
8457
-- To redeem shares automatically on PhoneLink, call 1-800-533-3310

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain Oppenheimer
fund at net asset value per share at the time of exchange, without sales
charge. To exchange shares, you must meet several conditions:

Exchanges may be requested in writing or by telephone:

-- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."

There are certain exchange policies you should be aware of:

-- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

-- Net Asset Value Per Share is determined for each class of shares
as of the close of the New York Stock Exchange, which is normally 4:00
P.M. but may be earlier on some days, on each day the Exchange is open by
dividing the value of the Fund's net assets attributable to a class by the
number of shares of that class that are outstanding. The Fund's Board of
Trustees has established procedures to value the Fund's securities to
determine net asset value. In general, securities values are based on
market value. There are special procedures for valuing illiquid and
restricted securities and obligations for which market values cannot be
readily obtained. These procedures are described more completely in the
Statement of Additional Information.

-- Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Funds at any
time. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.

Dividends and Distributions

The Fund declares and pay dividends from net investment income on an
annual basis following the end of its fiscal year (October 31). The Fund
may at times make payments from sources other than income or net capital
gains. Payments from such sources would, in effect, represent a return
of each shareholders's investment. All or a portion of such payments
would not be taxable to shareholders.

Distributions from net long-term capital gains, if any, for the Fund
normally are declared and paid annually, subsequent to the end of its
fiscal year. Distributions from net short-term capital gains, if any,
will be made annually. Short-term capital gains include the gains from
the disposition of securities held less than one year, a portion of the
premiums from expired put and call options written by the Fund and net
gains from closing transactions with respect to such options. If required
by tax laws to avoid excise or other taxes, dividends and/or capital gains
distributions may be made more frequently.

Dividends paid by the Fund with respect to Class A, B and C shares,
to the extent any dividends are paid, will be calculated in the same
manner at the same time on the same day, with each class bearing its own
distribution and other class-related expenses. Accordingly, the higher
distribution fees paid by Class B and C shares and the higher resulting
expense ratio will cause such shares to be paid lower per share dividends
than those paid on Class A shares. However, a Class B or C shareholder
will receive more shares at the time of purchase than a Class A
shareholder investing the same dollar amount since no sales charge is
deducted from the amount invested in Class B or C shares.

-- Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.

-- Reinvest Capital Gains Only. You can elect to reinvest long-term
capital gains in the Fund while receiving dividends by check or sent to
your bank account on AccountLink.

-- Receive All Distributions in Cash. You can elect to receive a
check for all dividends and long-term capital gains distributions or have
them sent to your bank on AccountLink.

-- Reinvest Your Distributions in Another Oppenheimer Funds Account.
You can reinvest all distributions in another Oppenheimer funds account
you have established.

Additional Information

-- Organization of the Fund. The Fund is one of four portfolios of
Oppenheimer Quest for Value Funds (the "Trust"), an open-end management
investment company organized as a Massachusetts business trust on April
17, 1987. The Trust may establish additional portfolios which may have
different investment objectives from those stated in this prospectus.

The Fund is not required to hold annual shareholder meetings,
although special meetings may be called as required by applicable law or
as requested in writing by holders of 10% or more of the outstanding
shares of the Fund for the purpose of voting upon the question of removal
of a trustee. The Fund will assist shareholders in communicating with one
another in connection with such a meeting. For matters affecting only one
portfolio of the Trust, only the shareholders of that portfolio are
entitled to vote. For matters affecting all the portfolios, but affecting
them differently, separate votes by portfolio are required. Stock
certificates for Class B or Class C shares will not be issued. No stock
certificates for Class A shares will be issued unless specifically
requested in writing.

Under Massachusetts law shareholders of the Trust could, in certain
circumstances, be held personally liable as partners for obligations of
the Trust. The Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Trust and its
portfolios and requires that notice of such disclaimer be given in each
instrument entered into or executed by the Trust on behalf of its
portfolios. The Declaration of Trust also provides indemnification out
of the Trust's property for any shareholder held personally liable for any
of the obligations of the Trust. Thus, the risk of loss to a shareholder
from being held personally liable for the obligations of the Trust is
limited to the unlikely circumstance in which the Trust would be unable
to meet its obligations.

Each class of shares represents identical interests in the Fund's
investment portfolio. As such, they have the same rights, privileges and
preferences, except with respect to the: (a) designation of each class,
(b) effect of the respective sales charges, if any, for each class, (c)
distribution fees borne by each class, (d) expenses allocable exclusively
to each class, (e) voting rights on matters exclusively affecting a single
class and (f) exchange privilege of each class.

-- Performance Information: From time to time the Fund may
advertise yield and total return figures, based on historical earnings.
The figures are not intended to indicate future performance. "Yield" is
calculated by dividing the net investment income for the stated period
(exclusive of gains, if any, from options and financial futures
transactions) by the value, at maximum offering price on the last day of
the period, of the average number of shares entitled to receive dividends
during the period. The yield formula assumes that net investment income
is earned at a constant rate and reinvested semi-annually. "Total Return"
refers to the average annual compounded rates of return over some
representative period that would equate an initial amount invested at the
beginning of a stated period to the ending redeemable value of the
investment, after giving effect to the reinvestment of all dividends and
distributions and deductions of expenses during the period. The Fund also
may advertise its total return over different periods of time by means of
aggregate, average, year by year or other types of total return figures.
In addition, reference in advertisements may be made to ratings and
rankings among similar funds by independent evaluators such as Lipper
Analytical Services, Inc. or Morningstar and the performance of the Funds
may be compared to recognized indices of market performance. Performance
data will be computed separately for each Class of shares in accordance
with formulas specified by the Securities and Exchange Commission.

-- Possible Conflicts of Interest Between Classes. The Board of the
Fund has determined that currently no conflict of interest exists between
Class A, B and/or C shares of the Fund. On an ongoing basis, the Board
will monitor the Fund for the existence of any material conflicts between
the interests of the classes of outstanding shares. The Board will take
such action as is reasonably necessary to eliminate any such conflicts
that may develop, up to and including establishing a new Fund.

-- Custodian. The custodian of the assets for the Fund is State
Street Bank and Trust Company, whose principal business address is P.O.
Box 8505, Boston, MA 0226-8505. Cash balances of the Fund with the
Custodian in excess of $100,000 are unprotected by Federal deposit
insurance. Such uninsured balances may at times be substantial.

-- Transfer Agent and Shareholder Servicing Agent. The transfer
agent and shareholder servicing agent is Oppenheimer Shareholder Services,
a division of the Manager, whose address is P.O. Box 5270, Denver,
Colorado 80217.

<PAGE>

APPENDIX A

Sales Charges and Waivers for Certain Former
Quest Shareholders, and for Certain Shares
Purchased Prior to the Date of this Prospectus

A. Class A Sales Charge

1. Class A Reduced Sales Charge for Certain Former Quest
Shareholders.

-- Group and Association Purchases and Purchases by Certain Qualified
Retirement Plans. The following table sets forth the applicable sales
charge for purchases of Class A shares made through a single broker or
dealer by qualified retirement plans which, for purposes of this Appendix
A only, are 401(k) plans, 403(b) plans and SEP/IRA and IRA plans of a
single employer, and by members of associations formed for any purpose
other than the purchase of securities that purchased shares of any former
Quest Fund or that received a proposal from OCC Distributors prior to the
date of this Prospectus:

<TABLE>
<CAPTION>
Front-End Front-End
Sales Charge Sales Charge
As a % of As a % Commission
Number of Eligible Offering Amount as % of
Employees or Members Price Invested Offering Price
<S> <C> <C> <C>
9 or less 2.50% 2.56% 2.00%
Between 10 & 49 2.00% 2.04% 1.60%
50 or more 0% See "Class A Contingent
Deferred Sales Charge,"
of the Prospectus.
</TABLE>

Purchases made under the Group Purchase provision will qualify for
the lower of the sales charge computed according to the table based on the
number of eligible employees in a plan or members of an association or the
sales charge level under the Rights of Accumulation described above.
Purchases by retirement plans covering 50 or more eligible employees or
by associations or groups with 50 or more members shall be entitled to the
sales charge waiver applicable to purchases of $1 million or more. In
addition, purchases by 401(k) plans can qualify for this sales charge
waiver if, in the opinion of OCC Distributors, the distributor of the
prior Quest funds, the initial purchase plus projected contributions to
be invested in the plan for the following 12 months will exceed
$1,000,000. Individuals who qualify for reduced sales charges as members
of associations, groups or eligible employees in plans as set forth in the
above table also may purchase shares for their individual or custodial
accounts at the same sales charge level, upon request to the Fund's
Distributor.

2. Rate of Class A Contingent Deferred Sales Charge. Class A
shares of the Fund purchased without a sales charge prior to July 1, 1994
are subject to a contingent deferred sales charge if they are redeemed
within 24 months of the end of the calendar month in which they were
purchased in an amount equal to 1% if the redemption occurs within the
first 12 months and equal to .5 of 1% if the redemption occurs in the next
12 months. Class A shares of the Fund purchased without a sales charge
on or after July 1, 1994 but prior to the date of this prospectus are
subject to a contingent deferred sales charge if they are redeemed within
12 months of the end of the calendar month of their purchase in an amount
equal to 1%.

-- Shareholders who acquired shares of any former Quest for Value
Fund pursuant to the combination of certain Quest Funds with portfolios
of the Unified Funds.

4. Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions Involving Former Quest Shareholders. The Class A contingent
deferred sales charge will not apply with respect to Class A shares of the
Fund purchased by certain investors who were shareholders of any former
Quest for Value Funds prior to the date of this Prospectus, as follows:

B. Class A, Class B and Class C Contingent Deferred Sales Charge Waivers

2. Waivers for Redemptions with Respect to Purchases on or After
March 6, 1995 but Prior to Date of the Prospectus. The contingent deferred
sales charge will be waived in the case of redemptions of Class A, B or
C shares of the Fund purchased on or after March 6, 1995, but prior to the
date of this Prospectus in connection with (1) distributions to
participants or beneficiaries from individual retirement accounts under
Section 408(a) of the IRC and retirement plans under Section 401(a),
401(k), 403(b) and 457 of the IRC, which distributions are made either
(a) to an individual participant as a result of separation from service
or (b) following the death or disability (as defined in the IRC) of the
participant or beneficiary; (2) returns of excess contributions to such
retirement plans; (3) redemptions other than from retirement plans
following the death or disability of the shareholder(s) (as evidenced by
a determination of total disability by the U.S. Social Security
Administration); (4) withdrawals under an automatic withdrawal plan where
the annual withdrawals do not exceed 10% of the opening value of the
account (only for Class B and C shares); and (5) liquidation of a
shareholder's account if the aggregate net asset value of shares held in
the account is less than the required minimum. A shareholder will be
credited with any contingent deferred sales charge paid in connection with
the redemption of any Class A, B or C shares if within 90 days after such
redemption, the proceeds are invested in the same Class of shares in the
same and/or another Oppenheimer fund.

C. Dealer Arrangements

<PAGE>

Appendix B

DESCRIPTION OF RATINGS

Bond Ratings

- -- Moody's Investors Service, Inc.

Caa: Bonds which are rated "Caa" are of poor standing and may be in
default or there may be present elements of danger with respect to
principal or interest.

Ca: Bonds which are rated "Ca" represent obligations which are speculative
in a high degree and are often in default or have other marked
shortcomings.

C: Bonds which are rated "C" can be regarded as having extremely poor
prospects of ever retaining any real investment standing.

- -- Standard & Poor's Corporation

AAA: "AAA" is the highest rating assigned to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.

A: Bonds rated "A" have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to adverse effects of change
in circumstances and economic conditions.

C, D: Bonds on which no interest is being paid are rated "C." Bonds rated
"D" are in default and payment of interest and/or repayment of principal
is in arrears.

Short-Term Debt Ratings.

Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which
have demand features may also be designated as "VMIG". These rating
categories are as follows: