OPPENHEIMER QUEST FOR VALUE FUNDS
497, 1998-05-19
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                 OPPENHEIMER QUEST SMALL CAP VALUE FUND
                  Supplement dated May 20, 1998 to the
                        Prospectus dated January 26, 1998

The Prospectus is changed as follows:

1.  Effective  May 18, 1998,  the fifth  sentence of the section  entitled  "Who
Manages the Fund" on page 6 is modified by deleting Timothy Curro as a portfolio
manager of the Fund.

2.  Effective  May  18,  1998,  the  first  paragraph  of the  section  entitled
"Portfolio  Managers" on page 19 is modified to remove any references to Timothy
Curro.




May 20, 1998                                                  PSO251.012





                 OPPENHEIMER QUEST SMALL CAP VALUE FUND
                  Supplement  dated May 20, 1998 to the  Statement of Additional
       Information dated January 26, 1998

The Statement of Additional Information is changed as follows:

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

2. 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.








May 20, 1998                                                  PXO251.007



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