Rule 24f-2 Notice for Oppenheimer Total Return Fund, Inc.
3410 South Galena Street, Denver, CO 80231
(Registration No. 2-11052, File No. 811-490)
NOTICE IS HEREBY GIVEN that Oppenheimer Total Return Fund, Inc. having
previously filed by post-effective amendment of its registration statement
a declaration that an indefinite number of its shares of capital stock,
par value $.10 per share, were being registered pursuant to Rule 24f-2 of
the Investment Company Act of 1940, now elects to continue such indefinite
registration.
(i) This Notice is being filed for the fiscal year ended December 31,
1993.
(ii) Shares registered other than pursuant to this Rule that remained
unsold at the beginning of the above fiscal year were as follows:
Class A Shares: -0- Class B Shares: -0-
(iii) Shares registered other than pursuant to this Rule during the above
fiscal year were as follows:
Class A Shares: -0- Class B Shares: -0-
(iv) The number of shares sold during the above fiscal year were as
follows: (1)
Class A Shares: 40,537,799 Class B Shares:* 24,707,937
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A Shares: 40,537,799 Class B Shares:* 24,707,937
Pursuant to the requirements of the Investment Company Act of 1940, the
undersigned registrant has caused this notice to be signed on its behalf
this 25th day of February, 1994.
Oppenheimer Total Return Fund, Inc.
By /s/ Robert G. Zack
------------------------------------
Robert G. Zack, Assistant Secretary
_________________
* For the period from May 1, 1993 (inception of offering) to December 31,
1993.
(1) The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940. Based upon an actual
aggregate sales price for which such securities were sold during the
previous fiscal year as shown below, reduced by an actual redemption price
of securities of the issuer redeemed during such previous fiscal year as
shown below, the filing fee is as indicated below.
Difference
Value of Between Value
Value of Shares Sold & Value Filing
Shares Sold Redeemed Redeemed Fee
Class A $359,250,491 ($104,683,139) $254,567,352 $ 87,782
Class B $219,055,169 ($ 8,980,550) $210,074,619 $ 72,440
Total $160,222
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MYER, SWANSON & ADAMS, P.C.
Attorney At Law
The Colorado State Bank Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
February 23, 1994
Oppenheimer Total Return Fund, Inc.
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
This is to certify that we have examined the Articles of Incorporation of
Oppenheimer Total Return Fund, Inc. (the "Fund"), as amended, and its by-
laws, as amended. From such investigation we can advise as follows:
1. That the Fund is duly organized under the laws of the State of
Maryland and is a de jure corporation in good standing under the laws of
the State of Maryland.
2. That the Fund is authorized by its Articles of Incorporation to
issue Five Hundred Million (500,000,000) shares of Class A stock and Two
Hundred Million (200,000,000) shares of Class B stock, each share of each
class having a par value of Ten Cents ($.10) per share.
3. We are informed that the following number of Class A and Class
B shares sold during the year ending December 31, 1993 in reliance upon
registration pursuant to Rule 24f-2 under the Investment Act of 1940, as
amended.
Class A shares: 40,537,799
Class B shares: 24,707,937
It is our opinion that the foregoing shares were legally issued,
fully paid and non-assessable shares.
Sincerely,
/s/ Allan B. Adams
Allan B. Adams
of MYER, SWANSON & ADAMS, P.C.
