OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement Dated April 20, 1995 to the
Prospectus Dated April 1, 1994
The Prospectus is amended as follows:
1. The supplement dated April 20, 1995, to the Prospectus is
corrected and replaced by this supplement.
2. Under "Expenses" on page 2, the chart "Shareholder
Transaction Expenses" is amended by deleting the references to
the $5.00 fee for "Exchanges" and inserting "None" on that
line under the headings for Class A Shares, Class B Shares and
Class Y Shares. A reference to a new footnote (3) is added on
the line "Redemption Fee" after the words "None" in each
column, and the footnote is added, as follows, under the chart:
"(3) There is a $10 transaction fee for redemptions paid by
Federal Funds wire, but not for redemptions paid by check or by
ACH wire through AccountLink (see 'How To Sell Shares')."
3. Under "Alternative Sales Arrangements" in "How to Buy
Shares" on page 10, the sixth sentence of the first paragraph
of that section is replaced by the following:
For investors who invest $500,000 or more, in most
cases Class A shares will be the more advantageous
choice, no matter how long you intend to hold your
shares. For that reason, the Fund's distributor,
Oppenheimer Funds Distributor, Inc. (the
"Distributor") normally will not accept purchase
orders of $500,000 or more for Class B shares from a
single investor.
4. In "Other Circumstances" under "Reduced Sales Charges for
Class A Purchases," a new subsection (vii) is added as follows:
... or (vii) purchased and paid for with the
proceeds of shares redeemed in the prior 12 months
from a mutual fund on which an initial sales charge
or contingent deferred sales charge was paid (other
than a fund managed by the Manager or any of its
affiliates); this waiver must be requested when the
purchase order is placed for your shares of the
Fund, and the Distributor may require evidence of
your qualification for this waiver.
[continued]
5. The subheading "Redemptions Paid Through AccountLink" on
page 20 under "How To Sell Shares" is amended to read
"Telephone Redemptions Through AccountLink or By Wire," and a
second paragraph is added to that sub-section as follows:
Shareholders may also have the Transfer Agent send
redemption proceeds of $2,500 or more by Federal
Funds wire to a designated commercial bank account.
The bank must be a member of the Federal Reserve
wire system.
There is a $10 transaction fee for each Federal
Funds wire. To place a wire redemption request,
call the Transfer Agent at 1-800-852-8457. The wire
will normally be transmitted on the next bank
business day after the shares are redeemed. There is
a possibility that the wire may be delayed up to
seven days to enable the Fund to sell securities to
pay the redemption proceeds. No dividends are
accrued or paid on the proceeds of shares that have
been redeemed and are awaiting transmittal by wire.
To establish wire redemption privileges on an
account that is already established, please contact
the Transfer Agent for instructions.
6. Under "General Information on Exchanges," the second
paragraph of that subsection, which appears on page 24, is
amended by deleting the second and third sentences.
April 20, 1995
