OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

                      Supplement dated June 15, 1999 to the

                   Prospectus dated February 26, 1999

The  Prospectus of  Oppenheimer  Quest Capital Value Fund,  Inc. is amended by
adding the  following  to the end of the  section  captioned  "How the Fund is

Managed" on page 14 thereof:

      AAt a meeting held on June 1, 1999, the Board of Directors of the Fund
      determined that it is in the best interest of the Fund's shareholders that
      the Fund reorganize with and into Oppenheimer Quest Balanced Value Fund
      ("Balanced Fund"). The Board unanimously approved an agreement and plan of
      reorganization to be entered into between these funds (the "reorganization
      plan") and the _____ transactions _____ contemplated _____ thereby _____
      (the "reorganization"). The Board further determined that the
      reorganization should be submitted to the Fund's shareholders for
      approval, and recommended that shareholders approve the reorganization.

      Pursuant to the reorganization plan, (i) substantially all of the assets
      of the Fund would be exchanged for Class A, Class B and Class C shares of
      Balanced Fund, (ii) these Class A, Class B and Class C shares of Balanced
      Fund would be distributed to the Class A, Class B and Class C shareholders
      of the Fund, respectively, (iii) the Fund would be liquidated, and (iv)
      the outstanding shares of the Fund would be canceled. It is expected that
      the reorganization will be tax-free, pursuant to Section 368(a)(1) of the
      Internal Revenue Code of 1986, as amended, and the Fund will request an
      opinion of tax counsel to that effect.

      A meeting of the shareholders of the Fund is expected to be held on or
      about October 15, 1999 to vote on the reorganization. Approval of the
      reorganization requires the affirmative vote of two-thirds of the
      outstanding shares of the Fund. Details about the proposed reorganization
      will be contained in a proxy statement and other soliciting materials
      which will be mailed in late August, 1999 to Fund shareholders of record
      on the record date (expected to be August 5, 1999). Persons who became
      shareholders of the Fund after the record date for the shareholder meeting
      will not be entitled to vote on the reorganization.@

June 15, 1999

N1A/835/PS0835.007