EX-23

The Board of Directors and Shareholders of
Oppenheimer Quest Capital Value Fund, Inc.:


In planning and performing our audit of the financial statements of Oppenheimer
Quest Capital Value Fund, Inc. (the Fund) for the year ended October 31, 2004,
we considered its internal control, including control activities for
safeguarding securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and to comply with
the requirements of Form N-SAR, not to provide assurance on internal control.

The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with accounting principles generally accepted
in the United States of America. Those controls include the safeguarding of
assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the Public Company Accounting Oversight Board (United States). A
material weakness is a significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. However, we noted no matters involving internal control and its
operation, including controls for safeguarding securities, which we consider to
be material weaknesses as defined above as of October 31, 2004.

This report is intended solely for the information and use of management, the
board of directors of Oppenheimer Quest Capital Value Fund, Inc., and the
Securities and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.





                                    KPMG LLP


Denver, Colorado
December 16, 2004

EX-99

ROCSOP-Oppenheimer Quest Capital Value Fund, Inc.

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for October 31, 2004. Net assets of the
Fund were unaffected by the reclassifications.

                                                REDUCTION TO
                        REDUCTION TO            ACCUMULATED NET
INCREASE TO             ACCUMULATED             NET REALIZED GAIN
PAID-IN CAPITAL         INVESTMENT LOSS         ON INVESTMENTS(3)
- -----------------------------------------------------------------
$3,802,099              $2,047,378              $5,849,477
3. $3,802,099, including $2,828,400 of long-term capital gain, was distributed
in connection with Fund share redemptions.

EX-99.77E LEGAL

Oppenheimer Quest Capital Value Fund, Inc.

LITIGATION

Six complaints have been filed as putative derivative and class actions against
the Manager, OFS and the Distributor (collectively, "OppenheimerFunds"), as well
as 51 of the Oppenheimer funds (collectively, the "Funds") including this Fund,
and nine Directors/Trustees of certain of the Funds other than this Fund
(collectively, the "Directors/Trustees"). 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 the Funds, and failed to properly disclose the use
of Fund assets to make those payments in violation of the Investment Company Act
of 1940 and the Investment Advisers Act of 1940. The complaints further allege
that by permitting and/or participating in those actions, the Directors/Trustees
breached their fiduciary duties to Fund shareholders under the Investment
Company Act of 1940 and at common law. By order dated October 27, 2004, these
six actions, and future related actions, were consolidated by the U.S. District
Court for the Southern District of New York into a single consolidated
proceeding in contemplation of the filing of a superseding consolidated and
amended complaint.

OppenheimerFunds believes that it is premature to render any opinion as to the
likelihood of an outcome unfavorable to them, the Funds or the
Directors/Trustees and that no estimate can yet be made with any degree of
certainty as to the amount or range of any potential loss. However,
OppenheimerFunds, the Funds and the Directors/Trustees believe that the
allegations contained in the complaints are without merit and intend to defend
these lawsuits vigorously.