OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                  Supplement dated May 15, 1998 to the
                        Prospectus dated January 26, 1998

The Prospectus is changed as follows effective June 1, 1998:

1.    Footnote   number  1  under   the  table   entitled   "Shareholder
Transaction Expenses" on
page 3 is modified to read as follows:

            (1) If you invest $1 million or more ($500,000 or more for purchases
            by  "Retirement  Plans" as defined in "Class A  Contingent  Deferred
            Sales  Charge" on page 32) in Class A shares,  you may have to pay a
            sales charge of up to 1% if you sell your shares  within 18 calendar
            months from the end of the calendar month during which you purchased
            those  shares.  See "How to Buy  Shares -- Buying  Class A  Shares,"
            below.

2. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 27 is modified to read as
follows:

            If you purchase  Class A shares as part of an investment of at least
            $1 million  ($500,000 for Retirement Plans) in shares of one or more
            Oppenheimer  funds, you will not pay an initial sales charge, but if
            you sell any of those shares  within 18 months of buying  them,  you
            may pay a contingent deferred sales charge, described below.

3. The first and second sentences of the third paragraph of the section entitled
"Buying Class A  Shares-Class A Contingent  Deferred  Sales Charge"  starting on
page 32 are modified
to read as follows:

            If you redeem any Class A shares subject to the contingent  deferred
            sales  charge  described  above  within  18 months of the end of the
            calendar month of their purchase, a contingent deferred sales charge
            (called  the "Class A  contingent  deferred  sales  charge")  may be
            deducted from the redemption  proceeds.  (A different holding period
            may apply to shares purchased prior to June 1, 1998).

                                                                     [continued]





4. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares-Class A Contingent  Deferred Sales Charge" starting on page 32 is
modified to read
as follows:

            However,  if the shares  acquired by exchange are redeemed within 18
            months  of the end of the  calendar  month  of the  purchase  of the
            exchanged shares,  the contingent  deferred sales charge will apply.
            (A different  holding period may apply to shares  purchased prior to
            June 1, 1998).

5. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 33 is
hereby deleted.

6. The  following  sub-paragraphs  of the section  entitled  "Waivers of Class A
Sales
Charges" are deleted:

            o if, at the time of purchase of shares (if  purchased  prior to May
            1, 1997) the dealer agreed in writing to accept the dealer's portion
            of the sales  commission in installments of 1/18th of the commission
            per month (and no further  commission  will be payable if the shares
            are redeemed within 18 months of purchase);

            o if, at the time of  purchase  of shares (if  purchased  during the
            period May 1, 1997 through  December 31, 1997) the dealer  agreed in
            writing to accept the dealer's  portion of the sales  commission  in
            installments  of 1/12th of the  commission per month (and no further
            commission  will be payable if the  shares  are  redeemed  within 12
            months of purchase);

7. The  sub-section  captioned  "OppenheimerFunds  Internet  Web Site" under the
heading "Special Investor Services" is revised as follows:

            OppenheimerFunds  Internet Web Site.  Information  about the
            Fund,
            including your account balance,  daily share prices,  market
            and Fund
            portfolio  information,  may be  obtained  by  visiting  the
            OppenheimerFunds
            Internet Web Site, at the following Internet address:
            http://www.oppenheimerfunds.com.    Additionally,    certain
            account
            transactions  may be requested by any shareholder  listed in
            the registration






            on an  account as well as by the  dealer  representative  of record,
            through a special  section of that Web Site.  To access that section
            of the Web Site,  you must first  obtain a  personal  identification
            number   ("PIN")   by   calling   OppenheimerFunds    PhoneLink   at
            1-800-533-3310.  If  you  do  not  wish  to  have  Internet  account
            transactions  capability for your account,  please call our customer
            service   representatives  at  1-800-525-7048.   To  find  out  more
            information about Internet transactions and procedures, please visit
            the Web Site.




May 15, 1998                                                  PSO835.005











                  OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                     Supplement   dated  May  15,  1998  to  the   Statement  of
          Additional Information dated January 26, 1998

The Statement of Additional  Information is changed as follows effective June 1,
1998:


      The third sentence of the fourth paragraph in the section entitled "How To
Exchange Shares" starting on page 48 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).

May 15, 1998                                                PXO835.004