OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                    Supplement dated November 15, 1999 to the
                       Prospectus dated February 26, 1999

The Prospectus is supplemented as follows:

         OpCap   Advisors  is  the   Sub-Advisor  to  the  Fund  pursuant  to  a
Sub-Advisory  Agreement with the Fund's  investment  manager,  OppenheimerFunds,
Inc.  (the  "Manager").  The  Sub-Advisor  is  a  majority-owned  subsidiary  of
Oppenheimer Capital.  Oppenheimer Capital is an indirect wholly-owned subsidiary
of PIMCO  Advisors  L.P.  The  general  partners  of PIMCO  Advisors  are  PIMCO
Partners,  G.P. and PIMCO  Advisors  Holdings  L.P. On October 31,  1999,  PIMCO
Advisors, PIMCO Advisors Holdings and Allianz AG announced that they had entered
into an agreement in which  Allianz  will  acquire  majority  ownership of PIMCO
Advisors and its subsidiaries, including Oppenheimer Capital and OpCap Advisors.
That  transaction is currently  expected to be completed by the end of the first
quarter of 2000.  Allianz is the world's second largest  insurance company and a
leading  provider of financial  services with current assets under management of
more that $390 billion.

         Under the Investment Company Act, the acquisition of PIMCO Advisors and
its  subsidiaries  by  Allianz  could be  deemed  to be an  "assignment"  of the
Sub-Advisory  Agreement  between OpCap  Advisors and the Manager.  In that case,
approval  of the Fund's  shareholders  is needed to  continue  the  Sub-Advisory
Agreement.  The Fund expects to advise  shareholders about a shareholder meeting
for such purpose in the near future. The consummation of the Allianz acquisition
of PIMCO  Advisors  would be subject to the Fund's  shareholders  approving  the
continuation of the  Sub-Advisory  Agreement along with approval by shareholders
of other funds having similar  sub-advisory  arrangements between OpCap Advisors
and the Manager.  Other customary closing conditions and regulatory consents are
also required.

         Allianz currently has certain  affiliates,  including Dresdner Bank AG,
Deutsche Bank AG, Munich Re, and Hypo  Vereinsbank.  Those entities,  as well as
certain broker-dealers  controlled by or affiliated with those entities, such as
Bankers Trust Company and BT Alex Brown,  Inc.,  would be considered  affiliated
brokers of the Sub-Advisor after the Allianz transaction. The Investment Company
Act places restrictions on transactions by a Fund and affiliated  brokers.  Once
the Allianz  transaction is  consummated,  the Fund would generally be precluded
from effecting  principal  transactions with these affiliated brokers unless the
Fund obtains  exemptive relief from the SEC. Its ability to purchase  securities
underwritten by an affiliated broker or to use the affiliated brokers for agency
transactions  would be subject to restrictions.  The Sub-Advisor has advised the
Fund  and  the  Manager  that it does  not  believe  that  the  restrictions  on
transactions  with the affiliated  brokers  described above will have a material
negative effect on its ability to provide services  to the Fund,  the  Fund's
ability  to take  advantage  of  investment opportunities, or on the Fund's
overall performance.

         This Prospectus will be further supplemented if the Allianz transaction
does not occur substantially as described above.





November 15, 1999                                                      ps835.008