OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                    Supplement dated May 1, 1997 to the
                      Prospectus dated March 3, 1997

The Prospectus is changed as follows:

1.   The first footnote under the "Shareholder Transaction
Expenses" table on page 4 is replaced with the following:

       (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 31) in Class A
       shares, you may have to pay a sales charge of
       up to 1% if you sell your shares within 12
       calendar months (18 months for shares
       purchased prior to May 1, 1997) 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 sections of the Prospectus entitled "Investment Objective
and Policies," and "Investment Techniques and Strategies" are
revised to reflect that on February 4, 1997, the Board of Trustees
of the Fund determined that some of the investment policies of the
Fund should be changed as described below.  The changes that
involve fundamental policies have been submitted to the Fund's
shareholders for a vote at a meeting scheduled for April 30, 1997,
which has been adjourned.  The proposed changes are as follows:

     (1) The Fund's investment policies listed under the caption
     "Investment Policies and Strategies" on page 12 would no
     longer be fundamental policies.

     (2) The Fund's policy that it may not invest more than 25% of
     its net assets (at the time of purchase) in securities of
     issuers located in any single foreign country on page 12 would
     no longer be a fundamental policy.

     (3) The Fund's policy that it may not invest more than 5% of
     its net assets at the time of purchase in warrants (other than
     those that have been acquired in units or attached to other
     securities) or more than 2% of its net assets at the time of
     purchase in warrants not listed on the New York or American
     Stock Exchange on page 13 would no longer be a fundamental
     policy.
     
     (4) The Fund's policy on illiquid securities on page 17 would
     be changed to increase the amount of the Fund's assets that
     may be invested in such securities from 10% of its net assets
     to 15% of its net assets.

3.   The second sentence in  "Class A Shares" under "Classes of
Shares" on page 26 is replaced by  the following:  

     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 12
     months of buying them (18 months if the shares were purchased
     prior to May 1, 1997), you may pay a contingent deferred sales
     charge.

4.   The following sentence is added to the end of  "Which Class of
Shares Should You Choose? - How Does It Affect Payments To My
Broker?"  on page 28:   

     The Distributor may pay additional periodic compensation from
     its own resources to securities dealers or financial
     institutions based upon the value of shares of the Fund owned
     by the dealer or financial institution for its own account or
     for its customers.

5.   The first sentence in the second paragraph of "Buying Class A
Shares - Class A Contingent Deferred Sales Charge" on page 31 is
replaced by the following:

     The Distributor pays dealers of record commission on
     those purchases in an amount equal to (i) 1.0% for non-
     Retirement Plan accounts, and (ii) for Retirement Plan
     accounts, 1.0% of the first $2.5 million, plus 0.50% of
     the next $2.5 million, plus 0.25% of purchases over $5
     million, calculated on a calendar year basis.
                                                  
6.   In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 31, the first sentence is
replaced by the following:

     If you redeem any of those shares purchased prior to May
     1, 1997, 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 Class A contingent deferred sales charge may be
     deducted from the redemption proceeds of any of those
     shares purchased on or after May 1, 1997 that are
     redeemed  within 12 months of the end 
     of the calendar month of their purchase.

7.   The third sentence of the second paragraph of  "Reduced Sales
Charges for Class A Share Purchases - Right of Accumulation" on
page 32 is replaced by the following:   

     The Distributor will add the value, at current offering price,
     of the shares you previously purchased and currently own to
     the value of current purchases to determine the sales charge
     rate that applies.  

8.   The third sub-paragraph in  "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 35 is
replaced by  the following:
                                                  
              if, at the time of purchase of shares (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); 

             if, at the time of purchase of shares (on or
     after May 1, 1997) the dealer agrees 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);

9.   The following sub-paragraphs are added at the end of  "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 35: 

             for distributions from Retirement Plans having
     500 or more eligible participants, except distributions
     due to termination of all of the Oppenheimer funds as an
     investment option under the Plan; and 

             for distributions from 401(k) plans sponsored by
     broker-dealers that have entered into a special agreement
     with the Distributor allowing this waiver.


10.  The following sentence is added to the end of the fifth
paragraph in "Distribution and Service Plans for Class B and Class
C Shares" on page 38: 

     If a dealer has a special agreement with the Distributor,
     the Distributor will pay  the Class B service fee and the
     asset-based sales charge to the dealer quarterly in lieu
     of paying the sales commission and service fee advance at
     the time of purchase.

11.  The following is added as a new penultimate sentence to the
sixth paragraph of  "Distribution and Service Plans for Class B and
Class C shares" on page 38:
     
     If a  dealer has a special agreement with the
     Distributor, the Distributor shall pay  the Class C
     service fee and asset-based sales charge to the dealer
     quarterly in lieu of paying the sales commission and 
     service fee advance at the time of purchase.

12.  The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C Sales Charges" on page 39 is replaced with the following and a
new sub-section (6) is added as follows: 

          
   distributions from OppenheimerFunds prototype 401(k) plans and
from certain Massachusetts Mutual Life Insurance Company prototype
401(k) plans . . .  or (6) for loans to participants or
beneficiaries. 

13.  The following sub-paragraph is added at the end of "Waivers
for Redemptions in Certain Cases" in "Waivers of Class B and Class
C Sales Charges" on page 39:  

             Distributions from 401(k) plans sponsored  by 
     broker-dealers that have entered into a special agreement
     with the Distributor allowing this waiver.

14.  The section captioned "Special Investor Services" is revised
by adding the following after the sub-section captioned "PhoneLink"
on page 40:

     Shareholder Transactions by Fax.  Beginning May 30, 1997,
     requests for certain account transactions may  be sent to
     the Transfer Agent by fax (telecopier).  Please call 1-
     800-525-7048 for information about which transactions are
     included.  Transaction requests submitted by fax are
     subject to the same rules and restrictions as written and
     telephone requests described in this Prospectus.
 




May 1, 1997                                                      PS0835.002


OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
Supplement Dated May 1, 1997
to the Statement of Additional Information dated March 3, 1997

he section of the Statement of Additional Information entitled
"Other Investment Restrictions" on pages 16 and 17 is revised by
this supplement to reflect that on February 4, 1997, the Board of
Trustees of the Fund determined that some of the investment
policies of the Fund should be changed as described below.  The
changes that involve fundamental policies have been submitted to
the Fund's shareholders for a vote at a meeting scheduled for April
30, 1997, which has been adjourned.  The proposed changes are as
follows:

     (1) The Fund's policy that prevents the Fund from investing in
securities of other investment companies in an amount exceeding the
limitations set forth in Section 12(d) of the 1940 Act and the
rules thereunder, except as part of a plan of  merger,
consolidation, reorganization or an offer of exchange would be
eliminated.

     (2) The Fund's policy that it may not purchase securities on
margin except such short-term credits as may be necessary for the
clearance of transactions would no longer be a fundamental policy.

     (3) The fundamental policy that prohibits the Fund from
investing in physical commodities or commodity futures contracts
except stock index futures and options on such futures under
policies adopted by the Board of Directors and disclosed to
shareholders would be replaced by  the following fundamental
policy: "The Fund cannot invest in physical commodities or physical
commodity contracts; however, the Fund may: (i) buy and sell
hedging instruments to the extent specified in its Prospectus from
time to time, and (ii) buy and sell options, futures, securities or
other instruments backed by, or the investment return from which is
linked to changes in the price of, physical commodities."




May 1, 1997                                                      PX0835.001