OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated June 27, 1994
to the Prospectus dated April 1, 1994
The Prospectus is amended by adding the following text directly below
the Class A sales charge table in "Class A Shares" on page 11 of the
Prospectus:
In addition to paying dealers the regular commission for sales
of Class A shares stated in the sales charge table in "Class A
Shares," and the commission for sales of Class B shares described in
the third paragraph in "Class B Distribution and Service Plan" on
page 16, below, the Distributor will pay the following additional
commission for shares of the Fund sold in "qualifying transactions"
from June 27, 1994, through August 31, 1994: (1) .75% of the offering
price of Class A shares and (2) .50% of the offering price of Class
B shares sold by a registered representative of a participating
broker or a dealer or a sales representative of a participating
financial institution that has a sales agreement with the
Distributor. "Qualifying transactions" are sales by a registered
representative or sales representative in the amount of $100,000 or
more (calculated at offering price) of Class A and/or Class B shares
(if available) of any one or more of the following OppenheimerFunds:
the Fund, Oppenheimer Champion High Yield Fund, Oppenheimer Discovery
Fund, Oppenheimer Global Fund, Oppenheimer Strategic Income Fund,
Oppenheimer Main Street Income & Growth Fund, Oppenheimer Discovery
Fund and Oppenheimer Limited-Term Government Fund. "Qualifying
transactions" do not include sales of Class A shares (a) at net asset
value without sales charge, (b) subject to a contingent deferred
sales charge, or (c) intended under a Letter of Intent.
June 27, 1994 PS 422
