OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
Supplement dated February 24, 1997 to the
Prospectus dated December 16, 1996
The Prospectus dated December 16, 1996, as previously
supplemented pursuant to a Prospectus supplement dated January 1,
1997, is hereby further supplemented as follows:
1. The section of the Prospectus captioned "The Sub-Adviser"
set forth under "How the Fund is Managed" on page 18 is hereby
revised to read as follows:
The Manager has retained the Sub-Adviser to provide
day-to-day portfolio management of the Fund. Prior to
November 22, 1995, the Sub-Adviser was named Quest for
Value Advisors and was the investment adviser to 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. Oppenheimer Financial Corp., a holding
company, holds a one-third 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
two-thirds interest.
On February 13, 1997, PIMCO Advisors L.P., a registered
investment adviser with $110 billion in assets under
management through various subsidiaries, signed a
definitive agreement with Oppenheimer Group, Inc. and
its subsidiary Oppenheimer Financial Corp. for PIMCO
Advisors L.P. and its affiliate, Thomson Advisory
Group, Inc., to acquire the one-third managing general
partner interest in Oppenheimer Capital and the 1.0%
general partner interest in Oppenheimer Capital L.P.
The completion of the transaction is subject to certain
client, lender, Internal Revenue Service and other
approvals.
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.
February 24, 1997 PS0236.006
