OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC.

                   Supplement dated September 30, 2004, to the
                        Prospectus dated January 23, 2004

1. This supplement amends the Prospectus of Oppenheimer Quest International Value
Fund (the "Fund") dated January 23, 2004, and is in addition to the supplement
dated July 6, 2004.


2. The following new section should be added after the section titled "HOW THE
FUND IS MANAGED - Portfolio Manager" on page 13:

   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. 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 effect on the Fund or on their ability
   to perform their respective investment advisory or distribution agreements
   with the Fund.


September 30, 2004                        PS0254.030