OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                     Supplement   dated  June  5,  1998  to  the   Statement  of
          Additional Information dated January 26, 1998

The Statement of Additional Information is hereby supplemented as follows:

1. The Supplement dated May 15, 1998 to the Statement of Additional  Information
is replaced by this supplement.

2.  Effective  June 2, 1998,  Robert G. Galli was appointed as a Director of the
Fund. The biographical  information  below for Mr. Galli is added to the section
captioned  "How the Fund is  Managed  -  Directors  and  Officers  of the  Fund"
immediately following the
information on Thomas W.
Courtney on page 19:

Robert G. Galli,  Director; Age: 64
19750 Beach Road, Jupiter Island, Florida 33469
Formerly he held the following  positions:  Vice  Chairman of  OppenheimerFunds,
Inc. (the "Manager")  (October 1995 to December 1997), Vice President (June 1990
to March 1994) and  Counsel of  Oppenheimer  Acquisition  Corp.,  the  Manager's
parent  holding  company;  Executive  Vice  President  (December 1977 to October
1995),  General  Counsel and a director  (December  1975 to October 1993) of the
Manager;   Executive   Vice   President  and  a  director  of   OppenheimerFunds
Distributor,  Inc. (July 1978 to October  1993);  Executive Vice President and a
director of  HarbourView  Asset  Management  Corporation  (April 1986 to October
1995),  an investment  adviser  subsidiary of the Manager;  Vice President and a
director  (October 1988 to October 1993) and Secretary  (March 1981 to September
1988)  of  Centennial  Asset  Management  Corporation,   an  investment  adviser
subsidiary  of the  Manager;  a director  (November  1989 to  October  1993) and
Executive  Vice  President  (November  1989  to  January  1990)  of  Shareholder
Financial Services, Inc., a transfer agent subsidiary of the Manager; a director
of Shareholder  Services,  Inc.  (August 1984 to October 1993), a transfer agent
subsidiary of the Manager; a director/trustee of other Oppenheimer funds.

3. The following is added as the last  paragraph to the section  captioned  "How
the Fund is
Managed - Deferred Compensation Plan" on page 22:

      On June 2, 1998 the Fund  adopted a  retirement  plan  that  provides  for
payment to a retired  Director  of up to 80% of the  average  compensation  paid
during that Director's  five years of service in which the highest  compensation
was received.  A Director must serve in that capacity for any of the Oppenheimer
Quest Funds,  Oppenheimer  Rochester Funds or the Oppenheimer MidCap Fund for at
least 15 years to be eligible for the maximum  payment.  Because each Director's
retirement  benefits  will  depend  on  the  amount  of  the  Director's  future
compensation  and  length of  service,  the amount of those  benefits  cannot be
determined  as of this  time nor can the Fund  estimate  the  number of years of
credited service that will be used to determine those benefits.






4. The third  sentence of the fourth  paragraph in the section  entitled "How To
Exchange Shares" starting on page 48 is revised to read as follows:

            However, if you redeem Class A shares of the Fund that were acquired
            by exchange of Class A shares of other  Oppenheimer  funds purchased
            subject to a Class A  contingent  deferred  sales  charge  within 18
            months  of the end of the  calendar  month  of the  purchase  of the
            exchanged  Class A shares,  the Class A  contingent  deferred  sales
            charge is imposed on the  redeemed  shares (see "Class A  Contingent
            Deferred  Sales  Charge" in the  Prospectus).  (A different  holding
            period may apply to shares purchased prior to June 1, 1998).





June 5, 1998                                                        PXO835.005