OPPENHEIMER QUEST FOR VALUE FUNDS
497, 1998-09-18
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                      OPPENHEIMER QUEST BALANCED VALUE FUND
                  Supplement dated September 25, 1998 to the
          Statement of Additional Information dated January 26, 1998

This  supplement  to  the  Statement  of  Additional  Information  replaces  the
supplement   dated  June  5,  1998  and  changes  the  Statement  of  Additional
Information as follows:

1.  The  following  paragraphs  are  added at the end of the  section  captioned
"Investment Policies and Strategies - Foreign Securities" on page 3:

      -  Risks of  Conversion  to Euro.  On January  1, 1999,  eleven
      countries  in the  European  Monetary  Union  will adopt the euro as their
      official currency.  However,  their current  currencies (for example,  the
      franc,  the mark, and the lire) will also continue in use until January 1,
      2002.  After that date,  it is expected that only the euro will be used in
      those countries.  A common currency is expected to confer some benefits in
      those  markets,  by  consolidating  the  government  debt market for those
      countries and reducing some currency  risks and costs.  But the conversion
      to the new  currency  will  affect  the  Fund  operationally  and also has
      potential risks, some of which are listed below.  Among other things,  the
      conversion will affect: 
       -  issuers in which the Fund invests,  because
      of changes in the  competitive  environment  from a consolidated  currency
      market and greater  operational costs from converting to the new currency.
      This might  depress stock  values.  
       - vendors the Fund depends on to
      carry out its  business,  such as its  Custodian  (which holds the foreign
      securities  the Fund  buys),  the  Manager  (which  must  price the Fund's
      investments to deal with the conversion to the euro) and brokers,  foreign
      markets and securities depositories. If they are not prepared, there could
      be delays in settlements and additional costs to the Fund. 
      - exchange
      contracts and derivatives  that are  outstanding  during the transition to
      the euro.  The lack of currency  rate  calculations  between the  affected
      currencies  and the need to update the Fund's  contracts  could pose extra
      costs to the Fund.

            The  Manager  is  upgrading   (at  its  expense)  its  computer  and
      bookkeeping systems to deal with the conversion.  The Fund's Custodian has
      advised  the Manager of its plans to deal with the  conversion,  including
      how  it  will   update  its  record   keeping   systems   and  handle  the
      redenomination  of outstanding  foreign debt. The Fund's portfolio manager
      will also  monitor the effects of the  conversion  on the issuers in which
      the Fund  invests.  The  possible  effect of these  factors  on the Fund's
      investments cannot be determined with certainty at this time, but they may
      reduce  the  value  of  some  of the  Fund's  holdings  and  increase  its
      operational costs.

2.  Effective  May 18,  1998  name of the Fund  changed  to  "Oppenheimer  Quest
Balanced  Value  Fund" and all  references  to the name of the Fund on the front
cover page and throughout the Statement of Additional  Information  were changed
to reflect the new name.


3.  Effective  June 2,  1998,  Robert G.  Galli was  appointed  as a Trustee  of
Oppenheimer  Quest For Value Funds (the "Trust").  The biographical  information
below for Mr. Galli is added to the section captioned "How the Fund is Managed -
Trustees and Officers of the Trust"  immediately  following the  information  on
Thomas W. Courtney on page 18:

Robert G. Galli, Trustee; Age: 64
19750 Beach Road, Jupiter Island, Florida 33469
Formerly he held the following  positions:  Vice  Chairman of  OppenheimerFunds,
Inc. (the "Manager")  (October 1995 to December 1997), Vice President (June 1990
to March 1994) and  Counsel of  Oppenheimer  Acquisition  Corp.,  the  Manager's
parent  holding  company;  Executive  Vice  President  (December 1977 to October
1995),  General  Counsel and a director  (December  1975 to October 1993) of the
Manager;   Executive   Vice   President  and  a  director  of   OppenheimerFunds
Distributor,  Inc. (July 1978 to October  1993);  Executive Vice President and a
director of  HarbourView  Asset  Management  Corporation  (April 1986 to October
1995),  an investment  adviser  subsidiary of the Manager;  Vice President and a
director  (October 1988 to October 1993) and Secretary  (March 1981 to September
1988)  of  Centennial  Asset  Management  Corporation,   an  investment  adviser
subsidiary  of the  Manager;  a director  (November  1989 to  October  1993) and
Executive  Vice  President  (November  1989  to  January  1990)  of  Shareholder
Financial Services, Inc., a transfer agent subsidiary of the Manager; a director
of Shareholder  Services,  Inc.  (August 1984 to October 1993), a transfer agent
subsidiary of the Manager; a director/trustee of other Oppenheimer funds.

4. The following is added as the last  paragraph to the section  captioned  "How
the Fund is Managed - Deferred Compensation Plan" on page 20:

      On June 2, 1998 the Trust  adopted a  retirement  plan that  provides  for
payment  to a retired  Trustee  of up to 80% of the  average  compensation  paid
during that  Trustee's  five years of service in which the highest  compensation
was received.  A Trustee must serve in that capacity for any of the  Oppenheimer
Quest Funds,  Oppenheimer  Rochester Funds or the Oppenheimer MidCap Fund for at
least 15 years to be eligible for the maximum  payment.  Because each  Trustee's
retirement   benefits  will  depend  on  the  amount  of  the  Trustee's  future
compensation  and  length of  service,  the amount of those  benefits  cannot be
determined  as of this  time nor can the Fund  estimate  the  number of years of
credited service that will be used to determine those benefits.

5. The third  sentence of the fourth  paragraph in the section  entitled "How To
Exchange Shares" starting on page 45 is revised to read as follows:

            However, if you redeem Class A shares of the Fund that were acquired
            by exchange of Class A shares of other  Oppenheimer  funds purchased
            subject to a Class A  contingent  deferred  sales  charge  within 18
            months  of the end of the  calendar  month  of the  purchase  of the
            exchanged  Class A shares,  the Class A  contingent  deferred  sales
            charge is imposed on the  redeemed  shares (see "Class A  Contingent
            Deferred  Sales  Charge" in the  Prospectus).  (A different  holding
            period may apply to shares purchased prior to June 1, 1998).

6. The references to the Fund's  Custodian "State Street Bank and Trust Company"
appearing on page 48 and the back outside  cover are  replaced  with  "Citibank,
N.A." and the address for the new  Custodian is 111 Wall Street,  New York,  New
York 10005.



September 25, 1998                                                  PXO257.006

<PAGE>
                   OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
                  Supplement dated September 25, 1998 to the
          Statement of Additional Information dated January 26, 1998

This  supplement  to  the  Statement  of  Additional  Information  replaces  the
supplement   dated  June  5,  1998  and  changes  the  Statement  of  Additional
Information as follows:

1.    The  following  paragraphs  are added at the end of the section  captioned
      "Investment Policies and Strategies - Foreign Securities" on page 3:

      -  Risks of  Conversion  to Euro.  On January  1, 1999,  eleven
      countries  in the  European  Monetary  Union  will adopt the euro as their
      official currency.  However,  their current  currencies (for example,  the
      franc,  the mark, and the lire) will also continue in use until January 1,
      2002.  After that date,  it is expected that only the euro will be used in
      those countries.  A common currency is expected to confer some benefits in
      those  markets,  by  consolidating  the  government  debt market for those
      countries and reducing some currency  risks and costs.  But the conversion
      to the new  currency  will  affect  the  Fund  operationally  and also has
      potential risks, some of which are listed below.  Among other things,  the
      conversion will affect: 
     - issuers in which the Fund invests,  because
      of changes in the  competitive  environment  from a consolidated  currency
      market and greater  operational costs from converting to the new currency.
      This might  depress stock  values. 
     - vendors the Fund depends on to
      carry out its  business,  such as its  Custodian  (which holds the foreign
      securities  the Fund  buys),  the  Manager  (which  must  price the Fund's
      investments to deal with the conversion to the euro) and brokers,  foreign
      markets and securities depositories. If they are not prepared, there could
      be delays in settlements and additional costs to the Fund. 
     -  exchange
      contracts and derivatives  that are  outstanding  during the transition to
      the euro.  The lack of currency  rate  calculations  between the  affected
      currencies  and the need to update the Fund's  contracts  could pose extra
      costs to the Fund.

            The  Manager  is  upgrading   (at  its  expense)  its  computer  and
      bookkeeping systems to deal with the conversion.  The Fund's Custodian has
      advised  the Manager of its plans to deal with the  conversion,  including
      how  it  will   update  its  record   keeping   systems   and  handle  the
      redenomination  of outstanding  foreign debt. The Fund's portfolio manager
      will also  monitor the effects of the  conversion  on the issuers in which
      the Fund  invests.  The  possible  effect of these  factors  on the Fund's
      investments cannot be determined with certainty at this time, but they may
      reduce  the  value  of  some  of the  Fund's  holdings  and  increase  its
      operational costs.

2.  Effective  June 2,  1998,  Robert  G.  Galli  was  appointed  a  Trustee  of
Oppenheimer  Quest For Value Funds (the "Trust").  The biographical  information
below for Mr.  Galli should be added to the section  captioned  "How the Fund is
Managed  -  Trustees  and  Officers  of the  Trust"  immediately  following  the
information on Thomas W. Courtney on page 11:

Robert G. Galli, Trustee; Age: 64
19750 Beach Road, Jupiter Island, Florida 33469
Formerly he held the following  positions:  Vice  Chairman of  OppenheimerFunds,
Inc. (the "Manager")  (October 1995 to December 1997), Vice President (June 1990
to March 1994) and  Counsel of  Oppenheimer  Acquisition  Corp.,  the  Manager's
parent  holding  company;  Executive  Vice  President  (December 1977 to October
1995),  General  Counsel and a director  (December  1975 to October 1993) of the
Manager;   Executive   Vice   President  and  a  director  of   OppenheimerFunds
Distributor,  Inc. (July 1978 to October  1993);  Executive Vice President and a
director of  HarbourView  Asset  Management  Corporation  (April 1986 to October
1995),  an investment  adviser  subsidiary of the Manager;  Vice President and a
director  (October 1988 to October 1993) and Secretary  (March 1981 to September
1988)  of  Centennial  Asset  Management  Corporation,   an  investment  adviser
subsidiary  of the  Manager;  a director  (November  1989 to  October  1993) and
Executive  Vice  President  (November  1989  to  January  1990)  of  Shareholder
Financial Services, Inc., a transfer agent subsidiary of the Manager; a director
of Shareholder  Services,  Inc.  (August 1984 to October 1993), a transfer agent
subsidiary of the Manager; a director/trustee of other Oppenheimer funds.

3. The following is added as the last  paragraph to the section  captioned  "How
the Fund is Managed - Deferred Compensation Plan" on page 14:

      On June 2, 1998 the Trust  adopted a  retirement  plan that  provides  for
payment  to a retired  Trustee  of up to 80% of the  average  compensation  paid
during that  Trustee's  five years of service in which the highest  compensation
was received.  A Trustee must serve in that capacity for any of the  Oppenheimer
Quest Funds,  Oppenheimer  Rochester Funds or the Oppenheimer MidCap Fund for at
least 15 years to be eligible for the maximum  payment.  Because each  Trustee's
retirement   benefits  will  depend  on  the  amount  of  the  Trustee's  future
compensation  and  length of  service,  the amount of those  benefits  cannot be
determined  as of this  time nor can the Fund  estimate  the  number of years of
credited service that will be used to determine those benefits.

4. The third  sentence of the fourth  paragraph in the section  entitled "How To
Exchange Shares" starting on page 45 is revised to read as follows:

            However, if you redeem Class A shares of the Fund that were acquired
            by exchange of Class A shares of other  Oppenheimer  funds purchased
            subject to a Class A  contingent  deferred  sales  charge  within 18
            months  of the end of the  calendar  month  of the  purchase  of the
            exchanged  Class A shares,  the Class A  contingent  deferred  sales
            charge is imposed on the  redeemed  shares (see "Class A  Contingent
            Deferred  Sales  Charge" in the  Prospectus).  (A different  holding
            period may apply to shares purchased prior to June 1, 1998).

5.    The  references  to the  Fund's  Custodian  "State  Street  Bank and Trust
      Company" appearing on page 44 and the back outside cover are replaced with
      "Citibank, N.A." and the address for the new Custodian is 111 Wall Street,
      New York, New York 10005.

September 25, 1998                                                PX0236.007
<PAGE>

                     OPPENHEIMER QUEST SMALL CAP VALUE FUND
                  Supplement dated September 25, 1998 to the
          Statement of Additional Information dated January 26, 1998

This  supplement  to  the  Statement  of  Additional  Information  replaces  the
supplement   dated  June  5,  1998  and  changes  the  Statement  of  Additional
Information as follows:

2.    The  following  paragraphs  are added at the end of the section  captioned
      "Investment Policies and Strategies - Foreign Securities" on page 3:

        -   Risks of  Conversion  to Euro.  On January  1, 1999,  eleven
      countries  in the  European  Monetary  Union  will adopt the euro as their
      official currency.  However,  their current  currencies (for example,  the
      franc,  the mark, and the lire) will also continue in use until January 1,
      2002.  After that date,  it is expected that only the euro will be used in
      those countries.  A common currency is expected to confer some benefits in
      those  markets,  by  consolidating  the  government  debt market for those
      countries and reducing some currency  risks and costs.  But the conversion
      to the new  currency  will  affect  the  Fund  operationally  and also has
      potential risks, some of which are listed below.  Among other things,  the
      conversion will affect: 
     -  issuers in which the Fund invests,  because
      of changes in the  competitive  environment  from a consolidated  currency
      market and greater  operational costs from converting to the new currency.
      This might  depress stock  values.  
       -   vendors the Fund depends on to
      carry out its  business,  such as its  Custodian  (which holds the foreign
      securities  the Fund  buys),  the  Manager  (which  must  price the Fund's
      investments to deal with the conversion to the euro) and brokers,  foreign
      markets and securities depositories. If they are not prepared, there could
      be delays in settlements and additional costs to the Fund. 
     - exchange
      contracts and derivatives  that are  outstanding  during the transition to
      the euro.  The lack of currency  rate  calculations  between the  affected
      currencies  and the need to update the Fund's  contracts  could pose extra
      costs to the Fund.

            The  Manager  is  upgrading   (at  its  expense)  its  computer  and
      bookkeeping systems to deal with the conversion.  The Fund's Custodian has
      advised  the Manager of its plans to deal with the  conversion,  including
      how  it  will   update  its  record   keeping   systems   and  handle  the
      redenomination  of outstanding  foreign debt. The Fund's portfolio manager
      will also  monitor the effects of the  conversion  on the issuers in which
      the Fund  invests.  The  possible  effect of these  factors  on the Fund's
      investments cannot be determined with certainty at this time, but they may
      reduce  the  value  of  some  of the  Fund's  holdings  and  increase  its
      operational costs.

2.  Effective  June 2,  1998,  Robert G.  Galli was  appointed  as a Trustee  of
Oppenheimer  Quest For Value Funds (the "Trust") . The biographical  information
below for Mr.  Galli should be added to the section  captioned  "How the Fund is
Managed  -  Trustees  and  Officers  of the  Trust"  immediately  following  the
information on Thomas W. Courtney on page 17:

Robert G. Galli, Trustee; Age: 64
19750 Beach Road, Jupiter Island, Florida 33469
Formerly he held the following  positions:  Vice  Chairman of  OppenheimerFunds,
Inc. (the "Manager")  (October 1995 to December 1997), Vice President (June 1990
to March 1994) and  Counsel of  Oppenheimer  Acquisition  Corp.,  the  Manager's
parent  holding  company;  Executive  Vice  President  (December 1977 to October
1995),  General  Counsel and a director  (December  1975 to October 1993) of the
Manager;   Executive   Vice   President  and  a  director  of   OppenheimerFunds
Distributor,  Inc. (July 1978 to October  1993);  Executive Vice President and a
director of  HarbourView  Asset  Management  Corporation  (April 1986 to October
1995),  an investment  adviser  subsidiary of the Manager;  Vice President and a
director  (October 1988 to October 1993) and Secretary  (March 1981 to September
1988)  of  Centennial  Asset  Management  Corporation,   an  investment  adviser
subsidiary  of the  Manager;  a director  (November  1989 to  October  1993) and
Executive  Vice  President  (November  1989  to  January  1990)  of  Shareholder
Financial Services, Inc., a transfer agent subsidiary of the Manager; a director
of Shareholder  Services,  Inc.  (August 1984 to October 1993), a transfer agent
subsidiary of the Manager; a director/trustee of other Oppenheimer funds.

3.  Effective  May 18,  1998,  the  biography  for  Timothy  Curro on page 18 is
deleted.

4. The following is added as the last  paragraph to the section  captioned  "How
the Fund is Managed - Deferred Compensation Plan" on page 20:

      On June 2, 1998 the Trust  adopted a  retirement  plan that  provides  for
payment  to a retired  Trustee  of up to 80% of the  average  compensation  paid
during that  Trustee's  five years of service in which the highest  compensation
was received.  A Trustee must serve in that capacity for any of the  Oppenheimer
Quest Funds,  Oppenheimer  Rochester Funds or the Oppenheimer MidCap Fund for at
least 15 years to be eligible for the maximum  payment.  Because each  Trustee's
retirement   benefits  will  depend  on  the  amount  of  the  Trustee's  future
compensation  and  length of  service,  the amount of those  benefits  cannot be
determined  as of this  time nor can the Fund  estimate  the  number of years of
credited service that will be used to determine those benefits.

5. Effective May 18, 1998, the first sentence of the section entitled "Portfolio
Management" on page 20 is modified to delete  Timothy Curro a portfolio  manager
of the Fund.

6. The third  sentence of the fourth  paragraph in the section  entitled "How To
Exchange Shares" starting on page 44 is revised to read as follows:

            However, if you redeem Class A shares of the Fund that were acquired
            by exchange of Class A shares of other  Oppenheimer  funds purchased
            subject to a Class A  contingent  deferred  sales  charge  within 18
            months  of the end of the  calendar  month  of the  purchase  of the
            exchanged  Class A shares,  the Class A  contingent  deferred  sales
            charge is imposed on the  redeemed  shares (see "Class A  Contingent
            Deferred  Sales  Charge" in the  Prospectus).  (A different  holding
            period may apply to shares purchased prior to June 1, 1998).

7. The references to the Fund's  Custodian "State Street Bank and Trust Company"
appearing on page 47 and the back outside  cover are  replaced  with  "Citibank,
N.A." and the address for the new  Custodian is 111 Wall Street,  New York,  New
York 10005.





September 25, 1998                                            PXO251.009






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