OPPENHEIMER QUEST OFFICERS VALUE FUND
Supplement dated February 27, 1998 to the
Prospectus dated January 26, 1998
The Prospectus of Oppenheimer Quest Officers Value Fund is amended by replacing
the last three paragraphs of the section captioned "The Manager" on page 18
thereof with the following:
"At a meeting held on February 18, 1998, the Board of Trustees determined
that it is in the best interest of the Fund's shareholders that the Fund
reorganize with and into Oppenheimer Quest Value Fund, Inc. ("Value
Fund"). The Board unanimously approved the terms of an agreement and plan
of reorganization to be entered into between these funds (the
"reorganization plan") and the transactions contemplated thereby (the
"reorganization"). The Board further determined that the reorganization
should be submitted to the Fund's shareholders for approval, and
recommended that shareholders approve the reorganization.
Pursuant to the reorganization plan, (i) substantially all of the assets
of the Fund would be exchanged for Class A shares of Value Fund, (ii)
these shares of Value Fund would be distributed to the shareholders of the
Fund, (iii) the Fund would be liquidated, and (iv) the outstanding shares
of the Fund would be canceled. It is expected that the reorganization will
be tax-free, pursuant to Section 368(a)(1) of the Internal Revenue Code of
1986, as amended, and the Fund will request an opinion of tax counsel to
that effect.
A meeting of the shareholders of the Fund is expected to be held on or
about June 9, 1998 to vote on the reorganization. Approval of the
reorganization requires the affirmative vote of a majority of the
outstanding shares of the Fund (the term "majority" is defined in the
Investment Company Act as a special majority. It is also explained in the
Statement of Additional Information). Details about the proposed
reorganization will be contained in a proxy statement and other soliciting
materials which will be mailed in mid- April, 1998 to Fund shareholders of
record on the record date (expected to be March 10, 1998). Persons who
became shareholders of the Fund after the record date for the shareholder
meeting will not be entitled to vote on the reorganization."
February 27, 1998 PS0229.010
