OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement dated May 15, 1996 to the
Prospectus dated February 15, 1996
1. The Prospectus supplement dated February 23, 1996 is replaced.
2. The Prospectus dated February 15, 1996 is hereby amended by
eliminating the following paragraphs from the section captioned
"Investment Objective and Policies - Other Investment
Restrictions":
With respect to 75% of its total assets, invest more than
5% of the value of its total assets in the securities of any
one issuer (except that the Fund may in the future invest all
of its investable assets in an open-end management investment
company with substantially the same investment objective and
restrictions as the Fund).
With respect to 75% of its total assets, purchase more than
10% of the voting securities of any one issuer (this
restriction does not apply to U.S. government securities).
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 (this
restriction does not apply to U.S. government securities).
May 15, 1996 PS0229.003
