OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement Dated March 31, 1995 to the
Prospectus Dated April 1, 1994
The Prospectus is amended as follows:
1. 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.
2. 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 most 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.
3. 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. 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.
4. 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.
March 31, 1995
