OPPENHEIMER QUEST FOR VALUE FUNDS
497, 1999-12-30
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                   OPPENHEIMER QUEST OPPORTUNITY VALUE FUND, INC.
                      Supplement dated December 30, 1999 to the
                       Prospectus dated February 19, 1999


      1. The subsection "Annual Fund Operating Expenses" under the heading "Fees
      and  Expenses  of the Fund" on page 8 is amended  by adding the  following
      footnote beneath the current text:

                The Board of the Fund has  reduced  the rate of the  asset-based
          sales charge for Class A shares from 0.25% to 0.20% of average  annual
          net assets  representing  Class A shares effective January 1, 2000, to
          0.15%  effective  January 1, 2001, and to 0.10%  effective  January 1,
          2002.  The Board can set the rate up to 0.25% of  average  annual  net
          assets under the Distribution and Service Plan for Class A shares.






      December 30, 1999                                  ps236.010

<PAGE>

                    OPPENHEIMER QUEST SMALL CAP VALUE FUND, INC.
                      Supplement dated December 30, 1999 to the
                       Prospectus dated February 19, 1999

      1. The subsection "Annual Fund Operating Expenses" under the heading "Fees
      and  Expenses  of the Fund" on page 8 is amended  by adding the  following
      footnote beneath the current text:

               The  Board of the Fund has  reduced  the rate of the  asset-based
          sales charge for Class A shares from 0.25% to 0.20% of average  annual
          net assets  representing  Class A shares effective January 1, 2000, to
          0.15%  effective  January 1, 2001, and to 0.10%  effective  January 1,
          2002.  The Board can set the rate up to 0.25% of  average  annual  net
          assets under the Distribution and Service Plan for Class A shares.





      December 30, 1999                                  ps251.013

<PAGE>

                     OPPENHEIMER QUEST BALANCED VALUE FUND, INC.
                    Supplement dated December 30, 1999 to the
                       Prospectus dated February 19, 1999

      1. The subsection "Annual Fund Operating Expenses" under the heading "Fees
      and  Expenses  of the Fund" on page 8 is amended  by adding the  following
      footnote beneath the current text:

               The  Board of the Fund has  reduced  the rate of the  asset-based
          sales charge for Class A shares to 0.10% of average  annual net assets
          representing  Class A shares effective  January 1, 2002. The Board can
          set the  rate up to 0.25% of  average  annual  net  assets  under  the
          Distribution and Service Plan for Class A shares.








      December 30, 1999                             ps257.012



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