February 28,
1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn.: Mr. Frank Donaty, Jr.
Mrs. Patricia P. Williams
Re: Oppenheimer Total Return Fund, Inc./Reg. No. 2-11052,
File No.
811-490
To the Securities and Exchange Commission:
Enclosed for your information and files is a copy of an
electronic
("EDGAR") filing made pursuant to Rule 24f-2 of the Investment
Company Act
of 1940 (the "1940 Act") on February 27, 1995 on behalf of
Oppenheimer
Total Return Fund, Inc. (the "Fund") accompanied by an opinion of
counsel
for the registration of additional shares of the Fund. The filing
fee of
$129,263 calculated at the rate of 1/29 of 1% of the value of the
Fund's
shares sold in excess of the shares redeemed for the fiscal year
ended
December 31, 1994, was wired to the SEC's account at Mellon Bank on
February 21, 1995 (Fed Wire No. 2749) and referenced this filing.
The
Fund has previously registered an indefinite number of shares
pursuant to
Rule 24f-2.
The purpose of the Notice was to make definite the
registration of
shares of the Fund in reliance on Rule 24f-2 as follows:
Class A Shares: 36,009,865 Class B
Shares:
35,786,510
Very truly
yours,
/s/ Katherine P.
Feld
Katherine P.
Feld
Vice
President &
Associate
Counsel
(212)
323-0252
KPF/gl
Enclosures
cc (w/enclosures): Allan B. Adams, Esq.
Bob Bishop
Gloria LaFond
SEC/4203
<PAGE>
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,
1994.
(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-
Class Y 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-
Class Y Shares: -0-
(iv) The number of shares sold during the above fiscal year
were as
follows: (1)
Class A Shares: 36,009,865 Class B Shares:
35,786,510
Class Y Shares: 144,607
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A Shares: 36,009,865 Class B Shares:
35,786,510
Class Y Shares:
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 22nd day of February, 1995.
Oppenheimer Total
Return Fund, Inc.
By /s/ Robert G. Zack
Robert G. Zack, Assistant
Secretary
_________________
* For the period from June 1, 1994 (inception of offering) to
December 31,
1994.
(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 (calculated at the rate of 1/29 of 1%)
is as
indicated below.
<TABLE>
<CAPTION>
Difference
Value of
Between Value
Value of Shares
Sold & Value Filing
Shares Sold Redeemed
Redeemed Fee
<S> <C>
<C> <C>
Class A $310,894,399 ($182,133,707)
$128,760,692 $ 44,400
Class B $297,977,920 ($ 52,979,744)
$244,998,176 $ 84,482
Class Y $ 1,168,840 ($ 65,045) $
1,103,795 $ 381
Total $129,263
</TABLE>
SEC/4203
<PAGE>
MYER, SWANSON, ADAMS & WOLF,
P.C.
Attorney At Law
The Colorado State Bank
Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
February 22, 1995
Oppenheimer Total Return Fund, Inc.
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
This is to certify that we have examined the Articles of
Incorporation of
Oppenheimer Total Return Fund, Inc. (the "Fund"), as amended, and
its by-
laws, as amended. From such investigation we can advise as
follows:
1. That the Fund is duly organized under the laws of
the State of
Maryland and is a de jure corporation in good standing under the
laws of
the State of Maryland.
2. That the Fund is authorized by its Articles of
Incorporation to
issue Four Hundred Fifty Million (450,000,000) shares of Class A
stock and
Two Hundred Million (200,000,000) shares of Class B stock, each
share of
each class having a par value of Ten Cents ($.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, 1994 in reliance
upon
registration pursuant to Rule 24f-2 under the Investment Act of
1940, as
amended.
Class A shares: 36,009,865
Class B shares: 35,786,510
Class Y shares: 144,607
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 &
WOLF, P.C.
