OPPENHEIMER QUEST BALANCED FUND
                   Supplement dated January 11, 2005 to the
                      Prospectus dated December 23, 2003


This Prospectus supplement replaces the supplement dated September 24, 2004
and is in addition to the supplement dated July 6, 2004. The supplements
dated September 24, 2004 and February 27, 2004 are withdrawn. This supplement
amends the Prospectus as follows:

1.    The Fund's Board of Trustees has approved changing the name of the Fund
to "Oppenheimer Quest Balanced Fund." Effective February 27, 2004, all
references in the Prospectus to "Oppenheimer Quest Balanced Value Fund" are
changed to "Oppenheimer Quest Balanced Fund."

2.    The paragraph captioned "The Manager's Fees" on page 14 will be deleted
in its entirety and replaced with the following:

The Manager's Fees. The Fund pays the Manager an advisory fee at an annual
     rate that declines as the Fund's assets grow: 0.80% of the first $1
     billion of average annual net assets of the Fund, 0.76% of the next $2
     billion, 0.71% of the next $1 billion, 0.66% of the next $1 billion,
     0.60% of the next $1 billion, 0.55% of the next $1 billion, 0.50% of
     average annual net assets in excess of $7 billion. The Fund's management
     fee for its last fiscal year ended October 31, 2003 was 0.82% of average
     annual net assets for each class of shares.

3.    The following  new section is added to the end of the section  captioned
"How  the  Fund  is  Managed,"  immediately  following  the  paragraph  titled
"Portfolio Manager" on page 14:

PENDING LITIGATION. Six law suits have been filed as putative derivative and
class actions against the Fund's investment Manager, Distributor and Transfer
Agent, some of the Oppenheimer funds including the Fund and Directors or
Trustees of some of those funds, excluding the Fund. The complaints allege
that the Manager charged excessive fees for distribution and other costs,
improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of Oppenheimer
funds, and failed to properly disclose the use of fund assets to make those
payments in violation of the Investment Company Act and the Investment
Advisers Act of 1940. The complaints further allege that by permitting and/or
participating in those actions, the defendant Directors breached their
fiduciary duties to fund shareholders under the Investment Company Act and at
common law. Those law suits were filed on August 31, 2004, September 3, 2004,
September 14, 2004, September 14, 2004, September 21, 2004 and September 22,
2004, respectively, in the U. S. District Court for the Southern District of
New York. The complaints seek unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.

      The Manager and the Distributor believe the claims asserted in these
law suits to be without merit, and intend to defend the suits vigorously. The
Manager and the Distributor do not believe that the pending actions are
likely to have a material adverse affect on the Fund or on their ability to
perform their respective investment advisory or distribution agreements with
the Fund.



January 11, 2005                                              PS0257.028