OPPENHEIMER QUEST CAPITAL VALUE FUND INC
485APOS, EX-99, 2000-12-04
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                   OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                    Class N Share Certificate (8-1/2" x 11")


I. FRONT OF CERTIFICATE  (All text and other matter lies within 8-1/4" x 10-3/4"
decorative border, -------------------- 5/16" wide)

(upper left corner,  box with heading:  NUMBER [of shares]  (upper right corner)
[share  certificate  no.] XX-000000 (upper right box, CLASS A SHARES below cert.
no.) (centered below boxes)

                   OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                            A MARYLAND BUSINESS TRUST

(at left)  THIS IS TO CERTIFY THAT                    (at right) SEE REVERSE FOR
                                                      CERTAIN DEFINITIONS
                                                      (box with number) CUSIP

(at left)  is the owner of

           (centered) FULLY PAID CLASS A SHARES OF BENEFICIAL INTEREST

                   OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

(hereinafter  called the "Fund"),  transferable only on the books of the Fund By
the holder hereof in person or by duly  authorized  attorney,  upon surrender of
this certificate properly endorsed.  This certificate and the shares represented
hereby  are issued and shall be held  subject  to all of the  provisions  of the
Declaration of Trust of the Fund to all of which the holder by acceptance hereof
assents.  This  certificate  is not valid until  countersigned  by the  Transfer
Agent.

         WITNESS the facsimile  seal of the Fund and the  signatures of its duly
authorized officers.

(at left of seal) Dated:                                (at right of seal)

(signature)                                             (signature)

/s/  Brian W. Wixted                                    /s/ Bridget A. Macaskill
-----------------------                                 ------------------------
TREASURER                                                      PRESIDENT


<PAGE>


                              (centered at bottom)
                         1-1/2" diameter facsimile seal
                                   with legend

                   OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                                      SEAL
                                      1986
                            COMMONWEALTH OF MARYLAND


(at lower right, printed vertically)                 Countersigned
                            OPPENHEIMERFUNDS SERVICES
                     [A DIVISION OF OPPENHEIMERFUNDS, INC.]
                           Denver (CO.) Transfer Agent

                         By ____________________________
                                Authorized Signature


II.      BACK OF CERTIFICATE (text reads from top to bottom of 11" dimension)
         -------------------

         The following  abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC -       as joint tenants with
                                    rights of suvivorship and not
                                    as tenants in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                               (Cust)                             (Minor)

UNDER UGMA/UTMA ___________________
                   (State)


Additional abbreviations may also be used though not on above list.

For Value Received .............. hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)





<PAGE>


(Please print or type name and address of assignee)

________________________________________________Class  A  Shares  of  beneficial
interest  represented  by the  within  certificate,  and do  hereby  irrevocably
constitute and appoint ___________________________ Attorney to transfer the said
shares on the books of the within named Fund with full power of  substitution in
the premises.

Dated: ______________________

 Signed: __________________________

                                         -----------------------------------
                                           (Both must sign if joint owners)

                                         Signature(s) __________________________
                                         guaranteed        Name of Guarantor
                                         by:       _____________________________
                                                              Signature of
                                                              Officer/Title

(text printed        NOTICE:The signature(s) to this assignment must correspond
vertically to right  correspond with the name(s) as written upon the face of the
of above paragraph   certificate in every particular without alteration or
                     enlargement or any change whatever.

(text printed in     Signatures must be guaranteed by a financial
box to left of       institution of the type described in the current
signature(s))        prospectus of the Fund.

PLEASE NOTE: This document contains a watermark  OppenheimerFunds when viewed at
an angle. It is invalid without this "four hands" watermark: logotype




                    THIS SPACE MUST NOT BE COVERED IN ANY WAY













835/Certif/N00


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