AMENDED AND RESTATED
                         INVESTMENT ADVISORY AGREEMENT

      Agreement, made the 1st day of January, 2005, by and between
Oppenheimer Quest Capital Value Fund, Inc., a Maryland corporation
(hereinafter referred to as the "Company"), and OppenheimerFunds, Inc.
(hereinafter referred to as "OFI").

      WHEREAS, the Company is an open-end, diversified management investment
company registered as such with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "Investment
Company Act"), and OFI is an investment adviser registered as such with the
Commission under the Investment Advisers Act of 1940;

      WHEREAS, the Company desires that OFI shall act as its investment
adviser pursuant to this Amended and Restated Agreement, which amends and
restates the February 28, 1997, agreement by and between the Company and OFI;

      NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:

      1.    General Provisions:
            ------------------

            The Company hereby employs OFI and OFI hereby undertakes to act
as the investment adviser of the Company, and to perform for the Company such
other duties and functions for the period and on such terms as set forth in
this Agreement. OFI shall, in all matters, give to the Company and its Board
of Directors (the "Directors") the benefit of its best judgment, effort,
advice and recommendations and shall at all times conform to, and use its
best efforts to enable the Company to conform to (i) the provisions of the
Investment Company Act and any rules or regulations thereunder; (ii) any
other applicable provisions of state or Federal law; (iii) the provisions of
the Articles of Incorporation and By-Laws of the Company as amended from time
to time; (iv) policies and determinations of the Directors; (v) the
fundamental policies and investment restrictions as reflected in the
registration statement of the Company under the Investment Company Act or as
such policies may, from time to time, be amended and (vi) the Prospectus and
Statement of Additional Information in effect from time to time. The
appropriate officers and employees of OFI shall be available upon reasonable
notice for consultation with any of the Directors and officers of the Company
with respect to any matters dealing with the business and affairs of the
Company including the valuation of portfolio securities of the Company which
are either not registered for public sale or not traded on any securities
market.

      2.    Investment Management:
            ---------------------

            (a) OFI shall, subject to the direction and control by the
Directors, (i) regularly provide investment advice and recommendations to the
Company with respect to the investments, investment policies and the purchase
and sale of securities; (ii) supervise continuously the investment program of
the Company and the composition of its portfolio and determine what
securities shall be purchased or sold by the Company; and (iii) arrange,
subject to the provisions of paragraph 7 hereof, for the purchase of
securities and other investments by the Company and the sale of securities
and other investments held in the Company's portfolio.

            (b) Provided that the Company shall not be required to pay any
compensation for services under this Agreement other than as provided by the
terms of the Agreement and subject to the provisions of paragraph 7 hereof,
OFI may obtain investment information, research or assistance from any other
person, firm or corporation to supplement, update or otherwise improve its
investment management services including entering into sub-advisory
agreements with other affiliated or unaffiliated registered investment
advisers to obtain specialized services.

            (c) Provided that nothing herein shall be deemed to protect OFI
from willful misfeasance, bad faith or gross negligence in the performance of
its duties, or reckless disregard of its obligations and duties under this
Agreement, OFI shall not be liable for any loss sustained by reason of good
faith errors or omissions in connection with any matters to which this
Agreement relates.

            (d) Nothing in this Agreement shall prevent OFI or any entity
controlling, controlled by or under common control with OFI or any officer
thereof from acting as investment adviser for any other person, firm or
corporation or in any way limit or restrict OFI or any of its directors,
officers, stockholders or employees from buying, selling or trading any
securities for its or their own account or for the account of others for whom
it or they may be acting, provided that such activities will not adversely
affect or otherwise impair the performance by OFI of its duties and
obligations under this Agreement.

      3.    Other Duties of OFI:
            -------------------

            OFI shall, at its own expense, provide and supervise the
activities of all administrative and clerical personnel as shall be required
to provide effective corporate administration for the Company, including the
compilation and maintenance of such records with respect to its operations as
may reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of
periodic reports with respect to operations of the Company for its
shareholders; composition of proxy materials for meetings of the Company's
shareholders; and the composition of such registration statements as may be
required by Federal and state securities laws for continuous public sale of
Shares of the Company. OFI shall, at its own cost and expense, also provide
the Company with adequate office space, facilities and equipment. OFI shall,
at its own expense, provide such officers for the Company as the Board of
Directors may request.

      4.    Allocation of Expenses:
            ----------------------

            All other costs and expenses of the Company not expressly assumed
by OFI under this Agreement, or to be paid by OppenheimerFunds Distributor,
Inc., the distributor of the shares of the Company, shall be paid by the
Company, including, but not limited to: (i) interest, taxes and governmental
fees; (ii) brokerage commissions and other expenses incurred in acquiring or
disposing of the portfolio securities and other investments; (iii) insurance
premiums for fidelity and other coverage requisite to its operations; (iv)
compensation and expenses of its Directors other than those affiliated with
OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and
expenses; (vii) expenses incident to the redemption of its Shares; (viii)
expenses incident to the issuance of its Shares against payment therefor by
or on behalf of the subscribers thereto; (ix) fees and expenses, other than
as hereinabove provided, incident to the registration under Federal and state
securities laws of Shares of the Company for public sale; (x) expenses of
printing and mailing reports, notices and proxy materials to shareholders of
the Company; (xi) except as noted above, all other expenses incidental to
holding meetings of the Company's shareholders; and (xii) such extraordinary
non-recurring expenses as may arise, including litigation, affecting the
Company and any legal obligation which the Company may have to indemnify its
officers and Directors with respect thereto. Any officers or employees of OFI
or any entity controlling, controlled by, or under common control with OFI
who also serve as officers, Directors or employees of the Company shall not
receive any compensation from the Company for their services.

      5.    Compensation of OFI:
            -------------------

            The Company agrees to pay OFI and OFI agrees to accept as full
compensation for the performance of all functions and duties on its part to
be performed pursuant to the provisions hereof, a fee computed on the total
net asset value of the Company as of the close of each business day and
payable monthly at the annual rate set forth on Schedule A hereto.

      6.    Use of Name "Oppenheimer" or "Quest For Value":
            ----------------------------------------------
            OFI hereby  grants to the  Company a  royalty-free,  non-exclusive
license to use the name  "Oppenheimer" or "Quest For Value" in the name of the
Company for the  duration of this  Agreement  and any  extensions  or renewals
thereof.  To the  extent  necessary  to  protect  OFI's  rights  to  the  name
"Oppenheimer"  or "Quest For Value" under  applicable  law, such license shall
allow OFI to inspect,  subject to control by the Company's Board,  control the
nature and  quality of  services  offered by the  Company  under such name and
may, upon termination of this Agreement,  be terminated by OFI, in which event
the Company shall  promptly  take  whatever  action may be necessary to change
its name and discontinue any further use of the name  "Oppenheimer"  or "Quest
For Value" in the name of the  Company or  otherwise.  The name  "Oppenheimer"
and "Quest For Value" may be used or  licensed by OFI in  connection  with any
of its activities, or licensed by OFI to any other party.

      7.    Portfolio Transactions and Brokerage:
            ------------------------------------

            (a) OFI (and any sub-adviser) is authorized, in arranging the
purchase and sale of the portfolio securities of the Company, to employ or
deal with such members of securities or commodities exchanges, brokers or
dealers (hereinafter "broker-dealers"), including "affiliated" broker-dealers
(as that term is defined in the Investment Company Act), as may, in its best
judgment, implement the policy of the Fund to obtain, at reasonable expense,
the "best execution" (prompt and reliable execution at the most favorable
security price obtainable) of the portfolio transactions of the Company as
well as to obtain, consistent with the provisions of subparagraph (c) of this
paragraph 7, the benefit of such investment information or research as will
be of significant assistance to the performance by OFI of its investment
management functions.

            (b) OFI (and any sub-adviser) shall select broker-dealers to
effect the portfolio transactions of the Company on the basis of its estimate
of their ability to obtain best execution of particular and related portfolio
transactions. The abilities of a broker-dealer to obtain best execution of
particular portfolio transaction(s) will be judged by OFI (or any
sub-adviser) on the basis of all relevant factors and considerations
including, insofar as feasible, the execution capabilities required by the
transaction or transactions; the ability and willingness of the broker-dealer
to facilitate the portfolio transactions of the Company by participating
therein for its own account; the importance to the Company of speed,
efficiency or confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased or sold; as
well as any other matters relevant to the selection of a broker-dealer for
particular and related transactions of the Company.

            (c) OFI (and any sub-adviser) shall have discretion, in the
interest of the Company, to allocate brokerage on the portfolio transactions
of the Company to broker-dealers, other than an affiliated broker-dealer,
qualified to obtain best execution of such transactions who provide brokerage
and/or research services (as such services are defined in Section 28(e)(3) of
the Securities Exchange Act of 1934) for the Company and/or other accounts
for which OFI or its affiliates (or any sub-adviser) exercise "investment
discretion" (as that term is defined in Section 3(a)(35) of the Securities
Exchange Act of 1934) and to cause the Company to pay such broker-dealers a
commission for effecting a portfolio transaction for the Company that is in
excess of the amount of commission another broker-dealer adequately qualified
to effect such transaction would have charged for effecting that transaction,
if OFI (or any sub-adviser) determines, in good faith, that such commission
is reasonable in relation to the value of the brokerage and/or research
services provided by such broker-dealer viewed in terms of either that
particular transaction or the overall responsibilities of OFI or its
affiliates (or any sub-adviser) with respect to accounts as to which they
exercise investment discretion. In reaching such determination, OFI (or any
sub-adviser) will not be required to place or attempt to place a specific
dollar value on the brokerage and/or research services provided or being
provided by such broker-dealer. In demonstrating that such determinations
were made in good faith, OFI (and any sub-adviser) shall be prepared to show
that all commissions were allocated for purposes contemplated by this
Agreement and that the total commissions paid by the Company over a
representative period selected by the Company's Directors were reasonable in
relation to the benefits to the Company.

            (d) OFI (or any sub-adviser) shall have no duty or obligation to
seek advance competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to select any
broker-dealer on the basis of its purported or "posted" commission rate but
will, to the best of its ability, endeavor to be aware of the current level
of the charges of eligible broker-dealers and to minimize the expense
incurred by the Company for effecting its portfolio transactions to the
extent consistent with the interests and policies of the Company as
established by the determinations of the Board of Directors of the Company
and the provisions of this paragraph 7.

            (e) The Company recognizes that an affiliated broker-dealer: (i)
may act as one of the Company's regular brokers for the Company so long as it
is lawful for it so to act; (ii) may be a major recipient of brokerage
commissions paid by the Company; and (iii) may effect portfolio transactions
for the Company thereof only if the commissions, fees or other renumeration
received or to be received by it are determined in accordance with procedures
contemplated by any rule, regulation or order adopted under the Investment
Company Act for determining the permissible level of such commissions.

      8.    Duration:
            --------

            This Agreement will take effect on the date first set forth
above. Unless earlier terminated pursuant to paragraph 9 hereof, this
Agreement shall remain in effect from year to year, so long as such
continuance shall be approved at least annually by the Company's Board of
Directors, including the vote of the majority of the Directors of the Company
who are not parties to this Agreement or "interested persons" (as defined in
the Investment Company Act) of any such party, cast in person at a meeting
called for the purpose of voting on such approval, or by the holders of a
"majority" (as defined in the Investment Company Act) of the outstanding
voting securities of the Company, and by such a vote of the Company's Board
of Directors.

      9.    Termination:
            -----------

            This Agreement may be terminated (i) by OFI at any time without
penalty upon sixty days' written notice to the Company (which notice may be
waived by the Company); or (ii) by the Company at any time without penalty
upon sixty days' written notice to OFI (which notice may be waived by OFI)
provided that such termination by the Company shall be directed or approved
by the vote of a majority of all of the Directors of the Company then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Company (as defined in the Investment Company Act).

      10.   Assignment or Amendment:
            -----------------------

            This Agreement may not be amended, or the rights of OFI hereunder
sold, transferred, pledged or otherwise in any manner encumbered without the
affirmative vote or written consent of the holders of the "majority" of the
outstanding voting securities of the Company. This Agreement shall
automatically and immediately terminate in the event of its "assignment," as
defined in the Investment Company Act.

      11.   Definitions:
            -----------

            The terms and provisions of the Agreement shall be interpreted
and defined in a manner consistent with the provisions and definitions
contained in the Investment Company Act.


                                    Oppenheimer Quest Capital Value Fund, Inc.


      /s/ Mitchell J. Lindauer                  /s/ Robert G. Zack
Attest:                                   By:
        -------------------------------       --------------------------------------
      Mitchell J. Lindauer                      Robert G. Zack, Secretary

                                       OppenheimerFunds, Inc.


      /s/ Mitchell J. Lindauer                  /s/ John V. Murphy
Attest:                                   By:
        -------------------------------       --------------------------------------
      Mitchell J. Lindauer                      John V. Murphy, Chairman,
President and
                                          Chief Executive Officer

                                  Schedule A
                                      to
                        Investment Advisory Agreement
                                   between
                  Oppenheimer Quest Capital Value Fund, Inc.
                                     and
                            OppenheimerFunds, Inc.


------------------------------ -----------------------------------------------------

        Name of Fund             Annual Fee as a Percentage of Average Annual Net
                                                      Assets
------------------------------ -----------------------------------------------------
------------------------------ -----------------------------------------------------

Oppenheimer                    0.85% of the first $400 million of average annual
Quest Capital Value Fund,      net assets;
Inc.                           0.80% of the next $400 million of average annual
                               net assets;
                               0.75% of the next $400 million of average annual
                               net assets;
                               0.65% of the next $400 million of average annual
                               net assets;
                               0.60% of the next $400 million of average annual
                               net assets; and
                               0.50% of average annual net assets in excess of $2
                               billion.

------------------------------ -----------------------------------------------------