OPPENHEIMER QUEST GROWTH & INCOME VALUE FUND
Supplement dated January 1, 1997 to the
Prospectus dated February 15 , 1996
The Prospectus is changed as follows:
1. In addition to paying dealers the regular commission for (1)
sales of Class A shares stated in the sales charge table in "Buying
Class A Shares" on page 28, (2) sales of Class B shares described
in the fourth paragraph in "Distribution and Service Plans for
Class B and Class C Shares" on page 35, and (3) sales of Class C
shares described in the fifth paragraph in "Distribution and
Service Plans for Class B and Class C Shares" on page 35, the
Distributor will pay additional commission to each broker, dealer
and financial institution that has a sales agreement with the
Distributor and agrees to accept that additional commission (these
are referred to as "participating firms") for Class A, Class B and
Class C shares of the Fund sold in "qualifying transactions" (the
"promotion"). The additional commission will be 1.00% of the
offering price of shares of the Fund sold by a registered
representative or sales representative of a participating firm
during the promotion. If the additional commission is paid on the
sale of Class A shares of $500,000 or more or the sale of Class A
shares to a SEP IRA with 100 or more eligible participants and
those shares are redeemed within 13 months from the end of the
month in which they were purchased, the participating firm will be
required to return the additional commission.
"Qualifying transactions" are aggregate sales of $150,000 or
more of Class A, Class B and/or Class C shares of any one or more
of the Oppenheimer funds (except money market funds and municipal
bond funds) for rollovers or trustee-to-trustee transfers from
another retirement plan trustee, of IRA assets or other employee
benefit plan assets from an account or investment other than an
account or investment in the Oppenheimer funds to (1) IRAs,
rollover IRAs, SEP IRAs and SAR-SEP IRAs, using the
OppenheimerFunds, Inc. prototype IRA agreement, if the rollover
contribution is received during the period from January 1, 1997
through April 15, 1997 (the "promotion period"), or the acceptance
of a direct rollover or trustee-to-trustee transfer is acknowledged
by the trustee of the OppenheimerFunds prototype IRA during the
promotion period, and (2) IRAs, rollover IRAs, SEP IRAs and SAR-
SEP IRAs using the A.G. Edwards & Sons, Inc. prototype IRA
agreement, if the rollover contribution or trustee-to-trustee
payment is received during the promotion period. "Qualifying
transactions" do not include (1) purchases of Class A shares
intended but not yet made under a Letter of Intent, and (2)
purchases of Class A, Class B and/or Class C shares with the
redemption proceeds from an existing Oppenheimer funds account.
2. The first paragraph of the section captioned "Class A
Contingent Deferred Sales Charge" in "Buying Class A Shares" on
page 28, is revised by adding the following subparagraph:
Purchases by a retirement plan qualified under section
401(a) if the retirement plan has total plan assets of $500,000 or
more.
January 1, 1997 PS0257.005
<PAGE>
OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement dated January 1, 1997 to the
Prospectus dated February 15, 1996
The Prospectus is changed as follows:
1. In addition to paying dealers the regular commission for (1)
sales of Class A shares stated in the sales charge table in "Buying
Class A Shares" on page 24, (2) sales of Class B shares described
in the third paragraph in "Distribution and Service Plans for Class
B Shares" on page 30, and (3) sales of Class C shares described in
the third paragraph in "Distribution and Service Plans for Class C
Shares" on page 31, the Distributor will pay additional commission
to each broker, dealer and financial institution that has a sales
agreement with the Distributor and agrees to accept that additional
commission (these are referred to as "participating firms") for
Class A, Class B and Class C shares of the Fund sold in "qualifying
transactions" (the "promotion"). The additional commission will be
1.00% of the offering price of shares of the Fund sold by a
registered representative or sales representative of a
participating firm during the promotion. If the additional
commission is paid on the sale of Class A shares of $500,000 or
more or the sale of Class A shares to a SEP IRA with 100 or more
eligible participants and those shares are redeemed within 13
months from the end of the month in which they were purchased, the
participating firm will be required to return the additional
commission.
"Qualifying transactions" are aggregate sales of $150,000 or
more of Class A, Class B and/or Class C shares of any one or more
of the Oppenheimer funds (except money market funds and municipal
bond funds) for rollovers or trustee-to-trustee transfers from
another retirement plan trustee, of IRA assets or other employee
benefit plan assets from an account or investment other than an
account or investment in the Oppenheimer funds to (1) IRAs,
rollover IRAs, SEP IRAs and SAR-SEP IRAs, using the
OppenheimerFunds, Inc. prototype IRA agreement, if the rollover
contribution is received during the period from January 1, 1997
through April 15, 1997 (the "promotion period"), or the acceptance
of a direct rollover or trustee-to-trustee transfer is acknowledged
by the trustee of the OppenheimerFunds prototype IRA during the
promotion period, and (2) IRAs, rollover IRAs, SEP IRAs and SAR-
SEP IRAs using the A.G. Edwards & Sons, Inc. prototype IRA
agreement, if the rollover contribution or trustee-to-trustee
payment is received during the promotion period. "Qualifying
transactions" do not include (1) purchases of Class A shares
intended but not yet made under a Letter of Intent, and (2)
purchases of Class A, Class B and/or Class C shares with the
redemption proceeds from an existing Oppenheimer funds account.
2. The first paragraph of the section captioned "Class A
Contingent Deferred Sales Charge" in "Buying Class A Shares" on
page 24, is revised by adding the following subparagraph:
Purchases by a retirement plan qualified under section
401(a) if the retirement plan has total plan assets of $500,000 or
more.
January 1, 1997 PS0229.006
<PAGE>
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Supplement dated January 1, 1997 to the
Prospectus dated December 16, 1996
The Prospectus is changed as follows:
1. In addition to paying dealers the regular commission for (1)
sales of Class A shares stated in the sales charge table in "Buying
Class A Shares" on page 27, (2) sales of Class B shares described
in the fifth paragraph in "Distribution and Service Plans for Class
B and Class C Shares" on page 35, and (3) sales of Class C shares
described in the sixth paragraph in "Distribution and Service
Plans for Class B and Class C Shares" on page 35, the Distributor
will pay additional commission to each broker, dealer and financial
institution that has a sales agreement with the Distributor and
agrees to accept that additional commission (these are referred to
as "participating firms") for Class A, Class B and Class C shares
of the Fund sold in "qualifying transactions" (the "promotion").
The additional commission will be 1.00% of the offering price of
shares of the Fund sold by a registered representative or sales
representative of a participating firm during the promotion. If
the additional commission is paid on the sale of Class A shares of
$500,000 or more or the sale of Class A shares to a SEP IRA with
100 or more eligible participants and those shares are redeemed
within 13 months from the end of the month in which they were
purchased, the participating firm will be required to return the
additional commission.
"Qualifying transactions" are aggregate sales of $150,000 or
more of Class A, Class B and/or Class C shares of any one or more
of the Oppenheimer funds (except money market funds and municipal
bond funds) for rollovers or trustee-to-trustee transfers from
another retirement plan trustee, of IRA assets or other employee
benefit plan assets from an account or investment other than an
account or investment in the Oppenheimer funds to (1) IRAs,
rollover IRAs, SEP IRAs and SAR-SEP IRAs, using the
OppenheimerFunds, Inc. prototype IRA agreement, if the rollover
contribution is received during the period from January 1, 1997
through April 15, 1997 (the "promotion period"), or the acceptance
of a direct rollover or trustee-to-trustee transfer is acknowledged
by the trustee of the OppenheimerFunds prototype IRA during the
promotion period, and (2) IRAs, rollover IRAs, SEP IRAs and SAR-
SEP IRAs using the A.G. Edwards & Sons, Inc. prototype IRA
agreement, if the rollover contribution or trustee-to-trustee
payment is received during the promotion period. "Qualifying
transactions" do not include (1) purchases of Class A shares
intended but not yet made under a Letter of Intent, and (2)
purchases of Class A, Class B and/or Class C shares with the
redemption proceeds from an existing Oppenheimer funds account.
2. The first paragraph of the section captioned "Class A
Contingent Deferred Sales Charge" in "Buying Class A Shares" on
page 28, is revised by adding the following subparagraph:
Purchases by a retirement plan qualified under section
401(a) if the retirement plan has total plan assets of $500,000 or
more.
January 1, 1997 PS0236.005
<PAGE>
OPPENHEIMER QUEST SMALL CAP FUND
Supplement dated January 1, 1997 to the
Prospectus dated February 15 , 1996
The Prospectus is changed as follows:
1. In addition to paying dealers the regular commission for (1)
sales of Class A shares stated in the sales charge table in "Buying
Class A Shares" on page 26, (2) sales of Class B shares described
in the fourth paragraph in "Distribution and Service Plans for
Class B and Class C Shares" on page 33, and (3) sales of Class C
shares described in the fifth paragraph in "Distribution and
Service Plans for Class B and Class C Shares" on page 33, the
Distributor will pay additional commission to each broker, dealer
and financial institution that has a sales agreement with the
Distributor and agrees to accept that additional commission (these
are referred to as "participating firms") for Class A, Class B and
Class C shares of the Fund sold in "qualifying transactions" (the
"promotion"). The additional commission will be 1.00% of the
offering price of shares of the Fund sold by a registered
representative or sales representative of a participating firm
during the promotion. If the additional commission is paid on the
sale of Class A shares of $500,000 or more or the sale of Class A
shares to a SEP IRA with 100 or more eligible participants and
those shares are redeemed within 13 months from the end of the
month in which they were purchased, the participating firm will be
required to return the additional commission.
"Qualifying transactions" are aggregate sales of $150,000 or
more of Class A, Class B and/or Class C shares of any one or more
of the Oppenheimer funds (except money market funds and municipal
bond funds) for rollovers or trustee-to-trustee transfers from
another retirement plan trustee, of IRA assets or other employee
benefit plan assets from an account or investment other than an
account or investment in the Oppenheimer funds to (1) IRAs,
rollover IRAs, SEP IRAs and SAR-SEP IRAs, using the
OppenheimerFunds, Inc. prototype IRA agreement, if the rollover
contribution is received during the period from January 1, 1997
through April 15, 1997 (the "promotion period"), or the acceptance
of a direct rollover or trustee-to-trustee transfer is acknowledged
by the trustee of the OppenheimerFunds prototype IRA during the
promotion period, and (2) IRAs, rollover IRAs, SEP IRAs and SAR-
SEP IRAs using the A.G. Edwards & Sons, Inc. prototype IRA
agreement, if the rollover contribution or trustee-to-trustee
payment is received during the promotion period. "Qualifying
transactions" do not include (1) purchases of Class A shares
intended but not yet made under a Letter of Intent, and (2)
purchases of Class A, Class B and/or Class C shares with the
redemption proceeds from an existing Oppenheimer funds account.
2. The first paragraph of the section captioned "Class A
Contingent Deferred Sales Charge" in "Buying Class A Shares" on
page 26, is revised by adding the following subparagraph:
Purchases by a retirement plan qualified under section
401(a) if the retirement plan has total plan assets of $500,000 or
more.
January 1, 1997 PS0251.006
