OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated January 16, 1995 to
the Prospectus dated April 1, 1994
The prospectus is amended by adding the following under the Class A
shares sales charge table in "Class A Shares" on page 11:
In addition to paying dealers the regular commission for sales of
Class A shares stated in the sales charge table above and the
commission for sales of Class B shares described in the fourth
paragraph under the heading "Class B Distribution and Service Plan"
on page 17 below, the Distributor will pay the following additional
commission for shares of the Fund sold in "qualifying transactions"
from January 16, 1995, through April 17, 1995: (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 dealer or a sales representative of a
participating financial institution that has a sales agreement with
the Distributor. "Qualifying transactions" are sales in the amount
of $150,000 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 Main Street Income & Growth
Fund, Oppenheimer Champion High Yield Fund, Oppenheimer Global Fund,
Oppenheimer High Yield Fund, Oppenheimer Strategic Income 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 but not yet transacted under a Letter of
Intent.
January 16, 1995 PS0420.003
