Oppenheimer Quest Capital Value Fund, Inc.
                    Supplement dated February 1, 2001 to the
                       Prospectus dated February 23, 2000


The Prospectus is changed by adding the following section in "About Your Account
- How to Buy Shares"  before the  sub-section  entitled "How Can You Buy Class A
Shares?":

         In addition to paying dealer the regular sales concessions for sales of
         Class A, Class B and Class C shares  described in the  Prospectus,  the
         Distributor will pay a special  concession to A.G. Edwards & Sons, Inc.
         ("AGE")  on  purchase  orders  for  shares of the Fund  submitted  from
         February 1, 2001, through April 16, 2001 (the concession  period),  for
         Individual  Retirement  Accounts for which AGE is the dealer of record,
         including  OppenheimerFunds-sponsored  IRAs and AGE prototype IRAs. The
         concession  applies  to  qualifying  purchases  of  shares  during  the
         concession  period to establish new IRAs as well as to make  additional
         contributions  to existing IRAs. The special  concession does not apply
         to  purchases  intended but not yet made under a Letter of Intent or to
         purchases  made with the proceeds of a redemption  or exchange  from an
         account(s)  in  one  or  more  of  the  Oppeheimer  funds.  During  the
         concession  period  the  Distributor  will  reallow  to  AGE  the  full
         commission on  qualifying  purchases of Class A shares and will advance
         to AGE from the  Distributor's  own  resources an  additional  0.50% on
         qualifying  sales of Class B shares  and 0.25% on  qualifying  sales of
         Class C shares.






    February 1, 2001                                              PSO835.010