OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                  Supplement dated September 25, 1998 to the
          Statement of Additional Information dated January 26, 1998


This  supplement  to  the  Statement  of  Additional  Information  replaces  the
supplement   dated  June  5,  1998  and  changes  the  Statement  of  Additional
Information as follows:

1. The following added at the end of section captioned  "Investment Policies and
Strategies - Foreign Securities" on page 2:

      - Risks of Conversion to Euro. On January 1, 1999, eleven countries in the
      European  Monetary Union will adopt the euro as their  official  currency.
      However,  their current currencies (for example,  the franc, the mark, and
      the lire) will also  continue  in use until  January  1, 2002.  After that
      date, it is expected that only the euro will be used in those countries. A
      common  currency is expected to confer some benefits in those markets,  by
      consolidating  the government debt market for those countries and reducing
      some currency risks and costs. But the conversion to the new currency will
      affect the Fund  operationally and also has potential risks, some of which
      are listed  below.  Among other  things,  the  conversion  will affect:  -
      issuers in which the Fund invests,  because of changes in the  competitive
      environment  from a consolidated  currency market and greater  operational
      costs  from  converting  to the new  currency.  This might  depress  stock
      values.  - vendors the Fund depends on to carry out its business,  such as
      its  Custodian  (which holds the foreign  securities  the Fund buys),  the
      Manager  (which  must  price  the  Fund's  investments  to deal  with  the
      conversion  to the euro)  and  brokers,  foreign  markets  and  securities
      depositories.  If  they  are  not  prepared,  there  could  be  delays  in
      settlements  and  additional  costs to the Fund. - exchange  contracts and
      derivatives  that are  outstanding  during the transition to the euro. The
      lack of currency rate calculations between the affected currencies and the
      need to update the Fund's contracts could pose extra costs to the Fund.

            The  Manager  is  upgrading   (at  its  expense)  its  computer  and
      bookkeeping systems to deal with the conversion.  The Fund's Custodian has
      advised  the Manager of its plans to deal with the  conversion,  including
      how  it  will   update  its  record   keeping   systems   and  handle  the
      redenomination  of outstanding  foreign debt. The Fund's portfolio manager
      will also  monitor the effects of the  conversion  on the issuers in which
      the Fund  invests.  The  possible  effect of these  factors  on the Fund's
      investments cannot be determined with certainty at this time, but they may
      reduce  the  value  of  some  of the  Fund's  holdings  and  increase  its
      operational costs.

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).

5. The references to the Fund's  Custodian "State Street Bank and Trust Company"
appearing on page 52 and the back outside  cover are  replaced  with  "Citibank,
N.A." and the address for the new  Custodian is 111 Wall Street,  New York,  New
York 10005.

September 25, 1998                                                  PXO835.006