U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Oppenheimer Total Return Fund, Inc.
3410 South Galena Street
Denver, Colorado 80231
2. Name of each series or class of funds for which this notice is
filed:
Oppenheimer Total Return Fund, Inc., Class A
3. Investment Company Act File Number: 811-490
Securities Act File Number: 2-11052
4. Last day of fiscal year for which this notice is filed:
12/31/95
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see instruction a.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year: -0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
18,844,314 $170,227,039
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
18,844,314 $170,227,039
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
12,296,649 $112,950,173
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $170,227,039
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +$112,950,173
------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$209,198,781
------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + -0-
------------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv)) (if applicable): $73,978,431
------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
------------
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)): $25,510
------------
Instruction: Issuers should complete line (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instructions C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rule of Informal and Other Procedures (17 CFR
202.3a). /X/
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 22, 1996; Fed Wire #6846
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
Oppenheimer Total Return Fund, Inc.
By: /s/ Andrew J. Donohue
------------------------------------
Andrew J. Donohue, Vice President
Date: 2/27/96
cc: Allan Adams, Esq.
Robert Bishop
Gloria LaFond
sec\420a.24f
<PAGE>
MYER, SWANSON, ADAMS & WOLF, P.C.
Attorneys At Law
Rendle Myer The Colorado State Bank Building Of Counsel
Allan B. Adams 1600 Broadway - Suite 1850 Robert Swanson
Robert K. Swanson Denver, Colorado 80202-4918 ------
Thomas J. Wolf* Telephone (303) 866-9800 Fred E. Neef
*Board Certified Facsimile (303) 866-9818 (1910-1986)
Civil Trial Advocate
By the National
Board of Trial Advocacy
February 22, 1996
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, Two Hundred Million (200,000,000) shares
of Class B stock, Two Hundred Million (200,000,000) shares of Class
C stock and Ten Million (10,000,000) shares of Class Y 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,
Class B, Class C and Class Y shares sold during the year ending
December 31, 1995 in reliance upon registration pursuant to Rule
24f-2 under the Investment Act of 1940, as amended.
Class A shares: 18,844,314
Class B shares: 13,740,203
Class C shares: 172,793
Class Y shares: 635,605
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.
