OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                   Supplement dated July 31, 1997 to the
                      Prospectus dated March 3, 1997

The Prospectus is amended as follows:

1.   The Prospectus supplement dated May 1, 1997 is hereby
replaced. 

2.   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.

3.   Pursuant to shareholder approval received on May 19, 1997, the
sections of the Prospectus entitled "Investment Objective and
Policies," and "Investment Techniques and Strategies" are revised
as follows:

     (1) The Fund's investmnt policies listed under the
     caption "Investment Policies and Strategies" on page 12
     are no longer 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 is no longer 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 is no
     longer a fundamental policy.
     
     (4) The Fund's policy on illiquid securities on page 17
     is 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.

4.   The Average Annual Total Return information set forth on page
25 beneath the performance graph in "Performance of the Fund - How
Has the Fund Performed - Comparing the Fund's Performance to the
Market" is revised to read as follows:


     Average Annual Total Return of Class A Shares of the Fund at
     12/31/961

     1 Year                   5 Years             Life of Class
     11.45%                   14.20%              15.58%    

_________________
1 The commencement of operations of the Fund (Capital shares and
income shares) was 2/13/87.  Effective the date of this Prospectus,
Capital shares have been designated as Class A shares.  Income
shares were redeemed on January 31, 1997 and are no longer
outstanding.  The average annual total returns are shown net of the
current applicable 5.75% maximum initial sales charge and reflect
the historical performance of the Class A shares of the Fund
(formerly, Capital shares) as adjusted for the fees and expenses of
Class A shares in effect as of the date of this Prospectus (without
giving effect to any fee waivers).  

5.   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.

6.   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.

7.   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.

8.   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.

9.   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.  

10.  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);

11.  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.

12.  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.

13.  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.

14.  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. 

15.  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.

16.  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. 

July 31, 1997                                                    PS0835.003


                OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                      Supplement Dated July 31, 1997
      to the Statement of Additional Information dated March 3, 1997

     The Statement of Additional Information is amended as follows:

     The section captioned "Performance of the Fund" on page 26 is
revised by replacing the subsections captioned "Cumulative Total
Returns" and "Total Returns at Net Asset Value" with the following:

          Cumulative Total Returns.   The cumulative "total return"
calculation measures the change in  value of a hypothetical
investment of $1,000 over an entire period of years.  Its
calculation uses some of the same factors as average annual total
return, but it does not average the rate of return on an annual
basis.  Cumulative total return is determined as follows:  

                    ERV-P  = Total Return
                         P

     In calculating total returns for Class A shares, the current
maximum sales charge of 5.75% (as a percentage of the offering
price) is deducted from the initial investment ("P") (unless the
return is shown at net asset value, as described below).  Prior to
the date hereof, the Fund operated as a closed-end investment
company and no initial sales charge was imposed on Fund shares. 
Total returns also assume that all dividends and capital gains
distributions during the period are reinvested to buy additional
shares at net asset value per share, and that the investment is
redeemed at the end of the period.  As discussed above, total
returns for Class A shares have been adjusted to reflect the fees
and expenses of such Class of shares in effect as of the date
thereof without giving effect to any fee waivers.

     The "average annual total returns" on an investment in Class
A shares of the Fund (using the method described above) for the one
year and five year periods ended December 31, 1996 and for the
period from February 13, 1987 (commencement of operations) to
December 31, 1996 (all of which preceded the open-end conversion)
were 11.45%, 14.20% and 15.58%, respectively.  The cumulative total
return on the Fund's Class A shares for the period from February
13, 1987 (commencement of operations) to December 31, 1996 was
318.46%.

        Total Returns at Net Asset Value.  From time to time the
Fund may also quote an "average annual total return at net asset
value" or a "cumulative total return at net asset value" for Class
A, Class B or Class C shares.   Each is based on the difference in
net asset value per share at the beginning and the end of the
period for a hypothetical investment in that class of shares
(without considering front-end or contingent deferred sales
charges) and takes into consideration the reinvestment of dividends
and capital gains distributions.

     The average annual total return at net asset value for Class
A shares for the one and five year periods ended December 31, 1996
and for the period from February 13, 1987 through December 31, 1996
were 18.25%, 15.56% and 16.28%, respectively.  The cumulative total
return at net asset value on the Fund's Class A shares for the
period from February 13, 1987 (commencement of operations) to
December 31, 1996 was 343.99%.  

July 31, 1997  PX0835.002