OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                    Supplement dated February 28, 2001 to the
               Statement of Additional Information dated February
                                     8, 2001


The  Statement of Additional  Information  for  Oppenheimer  Quest Capital Value
Fund,  Inc.  dated  February  8,  2001,  is hereby  supplemented  by adding  the
following to the end of the section  captioned  "Performance of the Fund - Other
Performance Comparisons - Performance Rankings and Comparisons by Other Entities
and Publications":

From  time  to time  the  Fund  may  include  in its  advertisements  and  sales
literature the total return  performance of a  hypothetical  investment  account
that  includes  shares of the Fund and other  Oppenheimer  funds.  The  combined
account may be part of an illustration of an asset  allocation  model or similar
presentation.  The account  performance may combine total return  performance of
the Fund and the total return performance of other Oppenheimer funds included in
the account.  Additionally,  from time to time,  the Fund's  advertisements  and
sales  literature  may  include,  for  illustrative  or  comparative   purposes,
statistical  data or other  information  about  general or  specific  market and
economic  conditions.  That may include,  for example:  o information  about the
performance of certain  securities or  commodities  markets or segments of those
markets,

          o    information  about the performance of the economies of particular
               countries or regions,

          o    the  earnings of  companies  included  in segments of  particular
               industries, sectors, securities markets, countries or regions,

          o    the availability of different types of securities or offerings of
               securities,

          o    information  relating  to the gross  national  or gross  domestic
               product of the United States or other countries or regions,

          o    comparisons  of various  market sectors or indices to demonstrate
               performance, risk, or other characteristics of the Fund.





February 28, 2001                                                     PXO835.007