OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                      Supplement dated March 1, 2001 to the
                        Prospectus dated February 8, 2001

The Prospectus is changed as follows:

1.   The  Prospectus  supplement  dated February 8, 2001 with respect to Class N
     shares is withdrawn.

2.   The following  sentence is added before the sentence "Non  retirement  plan
     investors  cannot buy Class N shares  directly" in the  paragraph  "Class N
     Shares"  under the heading "What Classes of Shares Does the Fund Offer?" on
     page 15:

         Class N shares  also are  offered to  rollover  IRAs  sponsored  by the
         Manager  that  purchase  Class  N  shares  with  the  proceeds  from  a
         distribution from a qualified  retirement plan or 403(b) plan sponsored
         by the Manager.

3.   The  Prospectus  is changed by adding the  following  after "Can You Reduce
     Class A Sales Charges?" on page 18:

         Purchases by Certain Retirement Plans. There is no initial sales charge
         on purchases of Class A shares of any one or more Oppenheimer  funds by
         retirement  plans that have $10 million or more in plan assets and that
         have  entered  into a  special  agreement  with  the  Distributor.  The
         Distributor  pays dealers of record  concessions  in an amount equal to
         0.25% of purchases by those retirement  plans. That concession will not
         be paid on  purchases  of  shares  by a  retirement  plan made with the
         proceeds of the redemption of Class N shares of one or more Oppenheimer
         funds held by the plan for more than eighteen (18) months.

4.   The following  sentence is added before the sentence "Non  retirement  plan
     investors  cannot buy Class N shares directly" in the first paragraph under
     the heading "How Can You Buy Class N Shares?" on page 20:

         Class N shares  also are  offered to  rollover  IRAs  sponsored  by the
         Manager  that  purchase  Class  N  shares  with  the  proceeds  from  a
         distribution from a qualified  retirement plan or 403(b) plan sponsored
         by the Manager.


March 1, 2001                                                         PS0835.012