(logo)OPPENHEIMERFUNDS
Denis Mouller OppenheimerFund, Inc.
Vice President and Two World Trade Center, 34th Floor
Associate Counsel New York, New York 10048-0203
212 323-2000 Fax 212 323-0558
October 18, 1996
Securities and Exchange Commission
OFICS File Support
Mail Stop O-7, SEC Operations Center
6432 Alexandria, VA 22312
Re: Oppenheimer Total Return Fund
Reg. No. 2-11052; File No. 811-490
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made under Rule 497(e) of the
Securities Act of 1933 on behalf of the above-captioned Fund. The filing
includes supplements dated October 18, 1996 to the Fund's Prospectus and
Statement of Additional Information, each dated April 1, 1996.
Very truly yours,
/s/ Denis Molleur
------------------
Denis Molleur
Vice President &
Associate Counsel
(212) 323-0560
DM
cc: Allan Adams, Esq.
Deloitte & Touche LLP
Ms. Gloria LaFond
<PAGE>
OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement Dated October 18, 1996
To the Prospectus dated April 1, 1996
The Prospectus is amended as follows:
1. The parenthetical in footnote 1 following the table in the section
captioned "Shareholder Transaction Expenses" on page 4 is revised to read as
follows: "($500,000 or more for purchases by "Retirement Plans," as defined in
"Class A Contingent Deferred Sales Charge" on page 30)."
2. The first and second sentences in the sub-section captioned "Class A
Shares" in "How to Buy Shares-Classes of Shares" on page 25 are revised to read
as follows:
If you buy Class A shares, you may pay an initial sales charge on
investments up to $1 million (up to $500,000 for purchases by
"Retirement Plans," as defined in "Class A Contingent Deferred Sales
Charge" on page 30). If you purchase Class A shares as part of an
investment of at least $1 million ($500,000 for Retirement Plans) in
shares of one or more Oppenheimer funds, you will not pay an initial
sales charge, but if you sell any of those shares within 18 months of
buying them, you may pay a contingent deferred sales charge.
3. The first and second paragraphs in the section captioned "Class A
Contingent Deferred Sales Charge" on page 30 are revised to read as follows:
There is no initial sales charge on purchases of Class A shares of any
one or more of the Oppenheimer funds in the following cases:
o Purchases aggregating $1 million or more.
o Purchases by a retirement plan qualified under sections 401(a) or
401(k) of the Internal Revenue Code, by a non-qualified deferred
compensation plan (not including Section 457 plans), employee benefit
plan, group retirement plan (see "How to Buy Shares - Retirement Plans"
in the Statement of Additional Information for further details), an
employee's 403(b)(7) custodial plan account, SEP IRA, SARSEP, or SIMPLE
plan (all of these plans are collectively referred to as "Retirement
Plans");
[continued]
<PAGE>
that: (1) buys shares costing $500,000 or more or (2) has, at the time
of purchase, 100 or more eligible participants, or (3) certifies that
it projects to have annual plan purchases of $200,000 or more.
o Purchases by an OppenheimerFunds Rollover IRA if the purchases are
made (1) through a broker, dealer, bank or registered investment
adviser that has made special arrangements with the Distributor for
these purchases, or (2) by a direct rollover of a distribution from a
qualified retirement plan if the administrator of that plan has made
special arrangements with the Distributor for those purchases.
The Distributor pays dealers of record commissions on those purchases
in an amount equal to (i) 1.0% for non-Retirement Plan accounts, and
(ii) for Retirement Plan accounts, 1.0% of the first $2.5 million, plus
0.50% of the next $2.5 million, plus 0.25% of purchases over $5
million. That commission will be paid only on those purchases that were
not previously subject to a front-end sales charge and dealer
commission. No sales commission will be paid to the dealer, broker or
financial institution on sales of Class A shares purchased with the
redemption proceeds of shares of a mutual fund offered as an investment
option in a Retirement Plan in which Oppenheimer funds are also offered
as investment options under a special arrangement with the Distributor
if the purchase occurs more than 30 days after the addition of the
Oppenheimer funds as an investment option to the Retirement Plan.
4. Effective January 1, 1997, the second sentence in the section
captioned "Special Arrangements with Dealers" on page 31 is deleted.
5. The section captioned "Waivers of Class A Sales Charges - Waivers of
Initial and Contingent Deferred Sales Charges for Certain Purchasers" on page 32
is revised by adding the following subparagraph:
|_| (1) investment advisors and financial planners who charge
an advisory, consulting or other fee for their services and
buy shares for their own accounts or the accounts of their
clients, (2) Retirement Plans and deferred compensation plans
and trusts used to fund those Plans (including, for example,
plans qualified or created under sections 401(a), 403(b) or
457 of the Internal Revenue Code), and "rabbi trusts" that buy
shares for their own accounts, in each case if those purchases
are made through a broker or agent
[continued]
<PAGE>
or other financial intermediary that has made special
arrangements with the Distributor for those purchases; and (3)
clients of such investment advisors or financial planners who
buy shares for their own accounts may also purchase shares
without sales charge but only if their accounts are linked to
a master account of their investment advisor or financial
planner on the books and records of the broker, agent or
financial intermediary with which the Distributor has made
such special arrangements (each of these investors may be
charged a fee by the broker, agent or financial intermediary
for purchasing shares).
6. The section captioned "Waivers of Class A Sales Charges - Waivers of
the Class A Contingent Deferred Sales Charge for Certain Redemptions" on page 33
is revised to read as follows:
The Class A contingent deferred sales charge is also waived if shares
that would otherwise be subject to the contingent deferred sales charge
are redeemed in the following cases:
o to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;
o involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder
Account Rules and Policies," below);
o if, at the time a purchase order is placed for Class
A shares that would otherwise be subject to the Class
A contingent deferred sales charge, the dealer agrees
in writing to accept the dealer's portion of the
commission payable on the sale in installments of
1/18th of the commission per month ( and no further
commission will be payable if the shares are redeemed
within 18 months of purchase);
o for distributions from a TRAC-2000 401(k) plan sponsored by
the Distributor due to the termination of the TRAC-2000
program.
o for distributions from Retirement Plans, deferred
compensation plans or other employee benefit plans for any
of the following purposes: (1) following the death or
disability (as defined in the Internal Revenue
<PAGE>
Code) of the participant or beneficiary (the death or
disability must occur after the participant's account
was established); (2) to return excess contributions;
(3) to return contributions made due to a mistake of
fact; (4) hardship withdrawals, as defined in the
plan; (5) under a Qualified Domestic Relations Order,
as defined in the Internal Revenue Code; (6) to meet
the minimum distribution requirements of the Internal
Revenue Code; (7) to establish "substantially equal
periodic payments" as described in Section 72(t) of
the Internal Revenue Code; (8) for retirement
distributions or loans to participants or
beneficiaries; (9) separation from service; (10)
participant-directed redemptions to purchase shares
of a mutual fund (other than a fund managed by the
Manager or its subsidiary) offered as an investment
option in a Retirement Plan in which Oppenheimer
funds are also offered as investment options under a
special arrangement with the Distributor; or (11)
plan termination or "in-service distributions", if
the redemption proceeds are rolled over directly to
an OppenheimerFunds IRA.
October 18, 1996 PS0420.010
<PAGE>
OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated October 18, 1996 to the
Statement of Additional Information dated April 1, 1996
The Statement of Additional Information is amended as follows:
1. The section captioned "How To Buy Shares" on page 28 is revised by
adding the following to the end of that section:
Retirement Plans. In describing certain types of employee benefit plans
that may purchase Class A shares without being subject to the Class A contingent
differed sales charge, the term "employee benefit plan" means any plan or
arrangement, whether or not "qualified" under the Internal Revenue Code,
including, medical savings accounts, payroll deduction plans or similar plans in
which Class A shares are purchased by a fiduciary or other person for the
account of participants who are employees of a single employer or of affiliated
employers, if the Fund account is registered in the name of the fiduciary or
other person for the benefit of participants in the plan.
The term "group retirement plan" means any qualified or non-qualified
retirement plan (including 457 plans, SEPs, SARSEPs, 403(b) plans, and SIMPLE
plans) for employees of a corporation or a sole proprietorship, members and
employees of a partnership or association or other organized group of persons
(the members of which may include other groups), if the group has made special
arrangements with the Distributor and all members of the group participating in
the plan purchase Class A shares of the Fund through a single investment dealer,
broker or other financial institution designated by the group.
October 18, 1996 PX0420.003
