OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated May 1, 1994
to the Prospectus dated April 1, 1994
On or about May 13, 1994, a proxy statement will be mailed to
shareholders of record of the Fund as of April 22, 1994. The proxy
statement includes a proposal that will amend the Fund's Service
Plan for Class A shares, if the proposal is approved by
shareholders at the meeting to be held June 20, 1994.
The Fund currently has a Service Plan for Class A shares under
Rule 12b-1 of the Investment Company Act of 1940, described in
"Class A Service Plan" on page 14 of the Prospectus. Under that
Plan, the Fund reimburses the Fund's Distributor for a portion of
its costs in connection with personal service and maintenance of
accounts that hold Class A Shares of the Fund sold on or after
April 1, 1991.
Under the Proposal to be submitted to shareholders for
approval, the plan would be amended to apply to all Class A shares
of the Fund, regardless of the date on which the shares were
purchased. If the Proposal is approved, the Fund would make
quarterly payments to the Distributor for those services at a rate
not to exceed 0.25% of the average annual net assets of Class A
shares of the Fund. If approved, this change could have the effect
of increasing the expenses borne by Class A shares under the Fund's
Service Plan for Class A shares, but that increase would not exceed
0.25% of the average annual net asset value of Class A shares
acquired before April 1, 1991.
Additional information is in the proxy statement, a copy of
which may be obtained by contacting the Distributor.
May 1, 1994 PS421
