AMENDED AND RESTATED

                 DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                     With

                      OppenheimerFunds Distributor, Inc.

                            For Class A Shares of

                  Oppenheimer Quest Capital Value Fund, Inc.

This Amended and Restated  Distribution  and Service Plan and  Agreement  (the
"Plan")  is  dated  as of  the  3rd  day of  October,  2005,  by  and  between
Oppenheimer  Quest Capital Value Fund, Inc. (the "Fund") and  OppenheimerFunds
Distributor, Inc. (the "Distributor").

1.    The Plan.  This Plan is the  Fund's  written  distribution  and  service
plan for  Class A shares  of the Fund  (the  "Shares"),  contemplated  by Rule
12b-1  as it may  be  amended  from  time  to  time  (the  "Rule")  under  the
Investment  Company Act of 1940 (the "1940  Act"),  pursuant to which the Fund
will  compensate  the  Distributor  for its  services in  connection  with the
distribution  of  Shares,   and  the  personal   service  and  maintenance  of
shareholder  accounts  that  hold  Shares  ("Accounts").  The  Fund may act as
distributor  of  securities  of which it is the issuer,  pursuant to the Rule,
according  to the terms of this Plan.  The terms and  provisions  of this Plan
shall be interpreted  and defined in a manner  consistent  with the provisions
and definitions  contained in (i) the 1940 Act, (ii) the Rule, (iii) Rule 2830
of the Conduct Rules of the National Association of Securities Dealers,  Inc.,
or any  amendment  or successor  to such rule (the "NASD  Conduct  Rules") and
(iv) any conditions pertaining either to  distribution-related  expenses or to
a plan of  distribution  to which the Fund is subject under any order on which
the  Fund  relies,  issued  at any time by the U.S.  Securities  and  Exchange
Commission ("SEC").

2.    Definitions.  As used in this Plan,  the following  terms shall have the
following meanings:

      (a)   "Recipient"  shall mean any broker,  dealer,  bank or other person
or entity which: (i) has rendered assistance  (whether direct,  administrative
or both) in the distribution of Shares or has provided  administrative support
services  with  respect to Shares  held by  Customers  (defined  below) of the
Recipient;  (ii) shall  furnish the  Distributor  (on behalf of the Fund) with
such information as the Distributor  shall  reasonably  request to answer such
questions  as may  arise  concerning  the sale of  Shares;  and (iii) has been
selected by the Distributor to receive payments under the Plan.

      (b)   "Independent  Directors"  shall  mean the  members  of the  Fund's
Board of Directors  who are not  "interested  persons" (as defined in the 1940
Act) of the Fund and who have no direct or indirect  financial interest in the
operation of this Plan or in any agreement relating to this Plan.

      (c)   "Customers"  shall  mean  such  brokerage  or other  customers  or
investment  advisory or other  clients of a Recipient,  and/or  accounts as to
which  such  Recipient  provides  administrative  support  services  or  is  a
custodian or other fiduciary.

      (d)   "Qualified  Holdings" shall mean, as to any Recipient,  all Shares
owned  beneficially  or of  record  by:  (i)  such  Recipient,  or  (ii)  such
Recipient's  Customers,  but in no event shall any such Shares be deemed owned
by more than one  Recipient  for purposes of this Plan. In the event that more
than one person or entity  would  otherwise  qualify as  Recipients  as to the
same Shares,  the Recipient  which is the dealer of record on the Fund's books
as  determined  by the  Distributor  shall be deemed the  Recipient as to such
Shares for purposes of this Plan.

3.    Payments  for  Distribution   Assistance  and  Administrative  Support
Services.

      (a)   Payments to the  Distributor.  In  consideration  of the  payments
made by the Fund to the  Distributor  under this Plan, the  Distributor  shall
provide administrative  support services and distribution  assistance services
to   the   Fund.   Such   services   include   distribution   assistance   and
administrative  support  services  rendered in connection with Shares (1) sold
in  purchase  transactions,  (2)  issued in  exchange  for  shares of  another
investment  company  for  which  the  Distributor  serves  as  distributor  or
sub-distributor,  or (3) issued pursuant to a plan of  reorganization to which
the Fund is a party.  If the Board  believes that the  Distributor  may not be
rendering  appropriate   distribution  assistance  or  administrative  support
services in connection with the sale of Shares,  then the Distributor,  at the
request of the Board,  shall provide the Board with a written  report or other
information to verify that the Distributor is providing  appropriate  services
in this regard.  For such services,  the Fund will make the following payments
to the Distributor:

             (i)  Administrative  Support  Services  Fees.  Within  forty-five
(45) days of the end of each calendar quarter,  the Fund will make payments in
the  aggregate  amount of 0.0625%  (0.25% on an annual  basis) of the  average
during the period of the aggregate  net asset value of the Shares  computed as
of the close of each  business  day (the  "Service  Fee").  Such  Service  Fee
payments  received from the Fund will compensate the Distributor for providing
administrative  support services with respect to Accounts.  The administrative
support  services in connection  with  Accounts may include,  but shall not be
limited to, the  administrative  support  services that a Recipient may render
as described in Section 3(b)(i) below.

            (ii)  Distribution  Assistance  Fees  (Asset-Based  Sales Charge).
Within ten (10) days of the end of each month,  the Fund will make payments in
the  aggregate  amount of 0.020833%  (0.25% on an annual basis) of the average
during the month of the  aggregate  net asset  value of Shares  computed as of
the  close  of each  business  day  (the  "Asset-Based  Sales  Charge").  Such
Asset-Based  Sales Charge payments  received from the Fund will compensate the
Distributor for providing distribution  assistance in connection with the sale
of Shares.

            The  distribution  assistance to be rendered by the Distributor in
connection  with the Shares  may  include,  but shall not be  limited  to, the
following:  (i) paying sales commissions to any broker,  dealer, bank or other
person or entity  that sells  Shares,  and\or  paying  such  persons  "Advance
Service  Fee  Payments"  (as defined  below) in advance of,  and\or in amounts
greater than, the amount provided for in Section 3(b) of this Agreement;  (ii)
paying  compensation  to and  expenses of  personnel  of the  Distributor  who
support  distribution of Shares by Recipients;  (iii)  obtaining  financing or
providing such financing  from its own  resources,  or from an affiliate,  for
the  interest  and other  borrowing  costs of the  Distributor's  unreimbursed
expenses  incurred in rendering  distribution  assistance  and  administrative
support  services  to the Fund;  and (iv)  paying  other  direct  distribution
costs,   including   without   limitation  the  costs  of  sales   literature,
advertising  and  prospectuses  (other than those  prospectuses  furnished  to
current  holders of the Fund's shares  ("Shareholders"))  and state "blue sky"
registration expenses.


      (b)   Payments to Recipients.  The  Distributor is authorized  under the
Plan  to  pay  Recipients  (1)  distribution  assistance  fees  for  rendering
distribution  assistance  in  connection  with the sale of Shares  and/or  (2)
service fees for  rendering  administrative  support  services with respect to
Accounts.  However,  no such  payments  shall be made to any Recipient for any
period in which its Qualified  Holdings do not equal or exceed,  at the end of
such period, the minimum amount ("Minimum Qualified  Holdings"),  if any, that
may be set from time to time by a majority of the Independent  Directors.  All
fee payments  made by the  Distributor  hereunder  are subject to reduction or
chargeback so that the aggregate  service fee payments and Advance Service Fee
Payments do not exceed the limits on payments to  Recipients  that are, or may
be,  imposed  by the  NASD  Conduct  Rules.  The  Distributor  may  make  Plan
payments  to any  "affiliated  person"  (as  defined  in the 1940  Act) of the
Distributor if such affiliated  person qualifies as a Recipient or retain such
payments if the Distributor qualifies as a Recipient.

            (i) Service Fee. In  consideration of the  administrative  support
services  provided by a  Recipient,  the  Distributor  shall make  service fee
payments  to that  Recipient  quarterly  or at such other  interval  as deemed
appropriate  by the  Distributor,  within  forty-five  (45) days of the end of
each calendar quarter or other period,  at a rate not to exceed 0.0625% (0.25%
on an annual  basis) of the  average  during the period of the  aggregate  net
asset  value  of  Shares,  computed  as of the  close  of each  business  day,
constituting  Qualified  Holdings  owned  beneficially  or of  record  by  the
Recipient  or by its  Customers  for a period of more than the minimum  period
(the "Minimum Holding  Period"),  if any, that may be set from time to time by
a majority of the Independent Directors.

            Alternatively,  the Distributor may, at its sole option,  make the
following  service fee payments to any Recipient,  within forty-five (45) days
of the end of each  calendar  quarter  or at such  other  interval  as  deemed
appropriate by the  Distributor:  (i) "Advance Service Fee Payments" at a rate
not to exceed  0.25% of the  average  during  the  calendar  quarter  or other
period of the  aggregate  net asset value of Shares,  computed as of the close
of business on the day such Shares are sold,  constituting Qualified Holdings,
sold by the Recipient  during that period and owned  beneficially or of record
by the  Recipient  or by its  Customers,  plus (ii)  service fee payments at a
rate not to exceed  0.0625%  (0.25% on an annual basis) of the average  during
the period of the  aggregate  net asset  value of Shares,  computed  as of the
close  of  each   business  day,   constituting   Qualified   Holdings   owned
beneficially  or of record by the  Recipient or by its  Customers for a period
of more than one (1) year.  In the event  Shares  are  redeemed  less than one
year after the date such Shares were sold,  the  Recipient is obligated to and
will  repay the  Distributor  on  demand a pro rata  portion  of such  Advance
Service Fee Payments,  based on the ratio of the time such Shares were held to
one (1) year.

            The  administrative  support services to be rendered by Recipients
in connection with the Accounts may include,  but shall not be limited to, the
following:  answering routine inquiries  concerning the Fund, assisting in the
establishment  and  maintenance  of accounts or  sub-accounts  in the Fund and
processing Share redemption  transactions,  making the Fund's investment plans
and dividend payment options  available,  and providing such other information
and services in connection with the rendering of personal  services and/or the
maintenance  of  Accounts,  as the  Distributor  or the  Fund  may  reasonably
request.


            (ii)  Distribution  Assistance  Fees  (Asset-Based  Sales Charge)
Payments.  In its sole discretion and  irrespective  of whichever  alternative
method of making  service  fee  payments  to  Recipients  is  selected  by the
Distributor,  in addition the Distributor may make distribution assistance fee
payments  to a  Recipient  quarterly,  or at such  other  interval  as  deemed
appropriate by the Distributor,  within  forty-five (45) days after the end of
each calendar quarter or other period,  at a rate not to exceed 0.0625% (0.25%
on an annual  basis) of the  average  during the period of the  aggregate  net
asset  value  of  Shares  computed  as of  the  close  of  each  business  day
constituting  Qualified  Holdings  owned  beneficially  or of  record  by  the
Recipient or its  Customers.  Distribution  assistance  fee payments  shall be
made only to Recipients  that are registered  with the SEC as a  broker-dealer
or are exempt from registration.

            The  distribution  assistance to be rendered by the  Recipients in
connection  with the sale of Shares may include,  but shall not be limited to,
the  following:  distributing  sales  literature and  prospectuses  other than
those furnished to current Shareholders,  providing compensation to and paying
expenses of personnel of the Recipient who support the  distribution of Shares
by the  Recipient,  and  providing  such other  information  and  services  in
connection with the  distribution of Shares as the Distributor or the Fund may
reasonably request.

      (c)   A majority of the  Independent  Directors  may at any time or from
time  to  time  increase  or  decrease  the  rate  of  fees  to be paid to the
Distributor or to any Recipient,  but not to exceed the rates set forth above,
and/or  direct the  Distributor  to increase or decrease  any Minimum  Holding
Period or any Minimum  Qualified  Holdings.  The Distributor  shall notify all
Recipients of any Minimum  Qualified  Holdings and Minimum Holding Period that
are established and the rate of payments  hereunder  applicable to Recipients,
and shall provide each  Recipient  with written notice within thirty (30) days
after any  change  in these  provisions.  Inclusion  of such  provisions  or a
change in such provisions in a revised  current  prospectus  shall  constitute
sufficient notice.

      (d)   The Service  Fee and the  Asset-Based  Sales  Charge on Shares are
subject to reduction or elimination  under the limits to which the Distributor
is, or may become, subject under the NASD Conduct Rules.

      (e)   Under the Plan,  payments may also be made to  Recipients:  (i) by
OppenheimerFunds,  Inc.  ("OFI")  from its own  resources  (which may  include
profits  derived from the advisory fee it receives from the Fund),  or (ii) by
the  Distributor  (a  subsidiary  of  OFI),  from  its  own  resources,   from
Asset-Based  Sales Charge payments or from the proceeds of its borrowings,  in
either case, in the discretion of OFI or the Distributor, respectively.

      (f)   Recipients  are  intended to have  certain  rights as  third-party
beneficiaries  under this Plan,  subject to the  limitations  set forth below.
It may be presumed  that a Recipient has provided  distribution  assistance or
administrative  support  services  qualifying for payment under the Plan if it
has Qualified  Holdings of Shares that entitle it to payments  under the Plan.
In the event that either the  Distributor  or the Board  should have reason to
believe that,  notwithstanding  the level of Qualified  Holdings,  a Recipient
may not be rendering  appropriate  distribution  assistance in connection with
the sale of Shares or administrative  support services for Accounts,  then the
Distributor,  at the  request of the Board,  shall  require the  Recipient  to
provide a written  report or other  information  to verify that said Recipient
is  providing  appropriate  distribution  assistance  and/or  services in this
regard.  If the  Distributor or the Board of Directors  still is not satisfied
after  the  receipt  of such  report,  either  may take  appropriate  steps to
terminate  the  Recipient's  status as such  under the  Plan,  whereupon  such
Recipient's  rights as a third-party  beneficiary  hereunder shall  terminate.
Additionally,  in their  discretion,  a  majority  of the  Fund's  Independent
Directors at any time may remove any broker,  dealer,  bank or other person or
entity as a  Recipient,  where  upon such  person's  or  entity's  rights as a
third-party  beneficiary  hereof shall  terminate.  Notwithstanding  any other
provision  of this Plan,  this Plan does not  obligate  or in any way make the
Fund liable to make any payment  whatsoever to any person or entity other than
directly to the  Distributor.  The  Distributor  has no  obligation to pay any
Service  Fees  or  Distribution  Assistance  Fees  to  any  Recipient  if  the
Distributor  has not  received  payment of Service Fees or  Distribution  Fees
from the Fund.

4.    Selection and  Nomination  of  Directors.  While this Plan is in effect,
the  selection  and  nomination of persons to be Directors of the Fund who are
not  "interested  persons" of the Fund  ("Disinterested  Directors")  shall be
committed to the discretion of the incumbent Disinterested Directors.  Nothing
herein shall prevent the incumbent  Disinterested  Directors  from  soliciting
the views or the  involvement  of others in such  selection or  nominations as
long as the final  decision on any such  selection and  nomination is approved
by a majority of the incumbent Disinterested Directors.

5.    Reports.  While this Plan is in effect,  the Treasurer of the Fund shall
provide  written  reports to the Fund's  Board for its review,  detailing  the
amount of all  payments  made  under this Plan and the  purpose  for which the
payments were made. The reports shall be provided  quarterly,  and shall state
whether all provisions of Section 3 of this Plan have been complied with.

6.    Related  Agreements.  Any  agreement  related  to this Plan  shall be in
writing and shall  provide that:  (i) such  agreement may be terminated at any
time,  without  payment  of  any  penalty,  by a  vote  of a  majority  of the
Independent  Directors or by a vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's  outstanding  Class A voting shares;  (ii) such
termination  shall be on not more  than  sixty  days'  written  notice  to any
other  party  to the  agreement;  (iii)  such  agreement  shall  automatically
terminate in the event of its  "assignment" (as defined in the 1940 Act); (iv)
such  agreement  shall go into effect when approved by a vote of the Board and
its  Independent  Directors cast in person at a meeting called for the purpose
of voting on such agreement;  and (v) such agreement shall,  unless terminated
as herein provided,  continue in effect from year to year only so long as such
continuance is specifically  approved at least annually by a vote of the Board
and its  Independent  Directors  cast in person at a  meeting  called  for the
purpose of voting on such continuance.

7.    Effectiveness,  Continuation,  Termination  and Amendment.  This Amended
and  Restated  Plan  has  been  approved  by a vote  of the  Board  and of the
Independent  Directors  and  replaces  the Fund's  prior  Amended and Restated
Distribution  and  Service  Plan for  Class A  Shares.  Unless  terminated  as
hereinafter  provided,  it shall continue in effect until renewed by the Board
in accordance  with the Rule and thereafter  from year to year or as the Board
may otherwise  determine but only so long as such  continuance is specifically
approved  at  least  annually  by a vote  of the  Board  and  its  Independent
Directors  cast in person at a meeting  called  for the  purpose  of voting on
such continuance.

      This  Plan may not be  amended  to  increase  materially  the  amount of
payments  to be  made  under  this  Plan,  without  approval  of the  Class  A
Shareholders  at  a  meeting  called  for  that  purpose,   and  all  material
amendments  must be  approved  by a vote of the Board  and of the  Independent
Directors.


       This Plan may be  terminated  at any time by vote of a majority  of the
Independent  Directors  or by the  vote of the  holders  of a  "majority"  (as
defined in the 1940 Act) of the Fund's  outstanding  Class A voting shares. In
the event of such termination,  the Board and its Independent  Directors shall
determine  whether the Distributor  shall be entitled to payment from the Fund
of all or a portion of the Service Fee and/or the Asset-Based  Sales Charge in
respect of Shares sold prior to the effective date of such termination.


                                    Oppenheimer Quest Capital Value Fund, Inc.


                                    By:   /s/ Robert G. Zack
                                          __________________________________
                                          Robert G. Zack,
                                                Secretary

                                    OppenheimerFunds Distributor, Inc.

                                    By:   /s/ James H. Ruff
                                          __________________________________
                                          James H. Ruff, President