OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

                             ARTICLES SUPPLEMENTARY


             OPPENHEIMER QUEST CAPITAL VALUE FUND, INC., a Maryland corporation,
having its principal office in Baltimore City, Maryland  (hereinafter called the
"Corporation"),  hereby  certifies to the State  Department of  Assessments  and
Taxation of Maryland that:

             FIRST:  The Corporation is registered as an open-end  company under
the Investment Company Act of 1940, as amended (the "1940 Act").

             SECOND:  Pursuant  to  authority  expressly  vested in the Board of
Directors of the Corporation by Article V(a) of the Charter of the  Corporation,
the Board of Directors has duly  classified  100,000,000  shares of undesignated
common stock (par value $.0001 per share) of the Corporation into a new class of
Common  Stock-Oppenheimer  Quest Capital Value Fund Series (par value $.0001 per
share) of the  Corporation  known as "Class N shares" and has  provided  for the
issuance of such class.

             THIRD: The terms of the Class N shares  (including the preferences,
conversion or other  rights,  voting  powers,  restrictions,  limitations  as to
dividends  and other  distributions,  qualifications,  or terms or conditions of
redemption) as established by the Board of Directors are as set forth in Article
V  of  the  Charter  of  the   Corporation  for  all  other  classes  of  Common
Stock-Oppenheimer  Quest  Capital Value Fund Series (par value $.0001 per share)
of the Corporation,  subject to such contingent deferred sales charges as may be
established  from time to time by the Board of Directors in accordance  with the
1940 Act and the applicable rules and regulations of the National Association of
Securities Dealers, Inc.

             FOURTH: As of immediately before the reclassification:

                     (a) The total  number  of  shares  of stock of all  classes
              which the Corporation has authority to issue is 1,000,000,000 (one
              billion)  shares of common stock (par value $.0001 per share),  of
              which  500,000,000 (five hundred million) are classified as Common
              Stock-Oppenheimer  Quest  Capital  Value  Fund  Series  (par value
              $.0001  per  share),   consisting   of  three  classes  of  shares
              designated as 300,000,000  (three hundred  million) Class A shares
              (par value $.0001 per share),  100,000,000  (one hundred  million)
              Class B shares (par value $.0001 per share),  and 100,000,000 (one
              hundred million) Class C shares (par value $.0001 per share),  and
              of  which  500,000,000  (five  hundred  million)  are not  further
              classified.

                     (b) The  aggregate  par value of all shares of stock of the
Corporation having a par value is $100,000.

             FIFTH:  As reclassified:

                     (a) The total  number  of  shares  of stock of all  classes
              which the Corporation has authority to issue is 1,000,000,000 (one
              billion)  shares of common stock (par value $.0001 per share),  of
              which  600,000,000  (six hundred million) are classified as Common
              Stock-Oppenheimer  Quest  Capital  Value  Fund  Series  (par value
              $.0001 per share), consisting of four classes of shares designated
              as 300,000,000  (three hundred  million) Class A shares (par value
              $.0001 per  share),  100,000,000  (one  hundred  million)  Class B
              shares (par value  $.0001 per  share),  100,000,000  (one  hundred
              million)   Class  C  shares  (par  value   $.0001  per   share)and
              100,000,000 (one hundred million) Class N shares (par value $.0001
              per share),  and of which  400,000,000  (four hundred million) are
              not further classified.

                     (b) The  aggregate  par value of all shares of stock of the
Corporation having a par value is $100,000.






IN WITNESS WHEREOF,  OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. has caused these
presents  to be  signed  in its  name and on its  behalf  by its  President  and
witnessed by its Secretary on February __, 2001.

WITNESS:                                  OPPENHEIMER QUEST CAPITAL VALUE
                                           FUND, INC.



By:/s/ Andrew J. Donohue                     By:/s/ O. Leonard Darling
-------------------------                    ---------------------------
Andrew J. Donohue, Secretary                 O. Leonard Darling, Vice President


             THE UNDERSIGNED,  Vice President of OPPENHEIMER QUEST CAPITAL VALUE
FUND,  INC., who executed on behalf of the  Corporation  the foregoing  Articles
Supplementary of which this Certificate is made a part,  hereby  acknowledges in
the name and on behalf of said Corporation the foregoing Articles  Supplementary
to be the  corporate  act of said  Corporation  and  hereby  certifies  that the
matters  and  facts set forth  herein  with  respect  to the  authorization  and
approval  thereof  are true in all  material  respects  under the  penalties  of
perjury.

                                              By:/s/ O. Leonard Darling
                                              ----------------------------
                                              O. Leonard Darling, Vice President