EX-99

ROCSOP

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, 2005. Net assets of the
Fund were unaffected by the reclassifications.

                                              REDUCTION TO         REDUCTION TO
                                               ACCUMULATED      ACCUMULATED NET
                         INCREASE TO        NET INVESTMENT        REALIZED GAIN
                         PAID-IN CAPITAL              LOSS     ON INVESTMENTS 3
                         ------------------------------------------------------
                         $6,208,581             $1,937,131           $8,145,712

3. $6,208,581, including $6,039,334 of long-term capital gain, was distributed
in connection with Fund share redemptions.

EX-99.77E LEGAL

LITIGATION

     A consolidated  amended complaint has been filed as putative derivative and
class actions against the Manager, OFS and the Distributor, as well as 51 of the
Oppenheimer funds (as "Nominal  Defendants")  including the Fund, 30 present and
former  Directors  or Trustees  and 8 present and former  officers of the funds.
This  complaint,  initially  filed in the U.S.  District  Court for the Southern
District  of New York on  January  10,  2005  and  amended  on  March  4,  2005,
consolidates  into a single  action and amends six  individual  previously-filed
putative  derivative and class action  complaints.  Like those prior complaints,
the complaint  alleges 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 assets of the funds to make
those  payments  in  violation  of the  Investment  Company  Act of 1940 and the
Investment  Advisers  Act of  1940.  Also,  like  those  prior  complaints,  the
complaint  further  alleges that by  permitting  and/or  participating  in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to  shareholders  of the funds under the  Investment  Company Act of 1940 and at
common law. The complaint seeks  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 defendants believe that the allegations contained in the Complaints are
without  merit  and that they  have  meritorious  defenses  against  the  claims
asserted.  The  defendants  intend to defend these  lawsuits  vigorously  and to
contest any claimed  liability.  The defendants  believe that it is premature to
render any opinion as to the  likelihood of an outcome  unfavorable  to them and
that no estimate  can yet be made with any degree of  certainty as to the amount
or range of any potential loss.

EX-23

The Shareholders and Board of Directors
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) as of and for the year ended October
31, 2005, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered its internal control over
financial reporting, including control activities for safeguarding securities,
as a basis for designing our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the requirements of
Form N-SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. A company's internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America. Such internal
control includes policies and procedures that provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of a company's assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A significant
deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the company's ability to initiate, authorize, record, process
or report financial data reliably in accordance with accounting principles
generally accepted in the United States of America, such that there is more than
a remote likelihood that a misstatement of the company's annual or interim
financial statements that is more than inconsequential will not be prevented or
detected. 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.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
significant deficiencies or material weaknesses under standards established by
the Public Company Accounting Oversight Board (United States). However, we noted
no deficiencies in the Fund's internal control over financial reporting and its
operation, including controls for safeguarding securities, that we consider to
be a material weakness as defined above as of October 31, 2005.

This report is intended solely for the information and use of management and 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 20, 2005