OPPENHEIMER TOTAL RETURN FUND INC, 497, 1994-02-25

OPPENHEIMER TOTAL RETURN FUND INC
497, 1994-02-25

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OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated March 1, 1994
to the Prospectus dated April 30, 1993

The Prospectus is amended as follows:

        1.  The Supplement dated December 1, 1993, is superseded by this
supplement.

        2.  The following statement is added to the cover page of the
Prospectus:

        Shares of the Fund are not deposits or obligations of any bank,
        are not guaranteed by any bank, and are not insured by the
        F.D.I.C. or any other agency, and involve investment risks,
        including the possible loss of principal.

        3.  The name of the Fund's Distributor, appearing on page 9 in "How
to Buy Shares - Alternative Sales Arrangements," on the back cover of the
Prospectus, and wherever else such name appears in the Prospectus, has
been changed to "Oppenheimer Funds Distributor, Inc."

March 1, 1994                                                     PS420