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.
6803 South Tucson Way
Englewood, Colorado 80112
2. Name of each series or class of funds for which this notice is filed:
Oppenheimer Total Return Fund, Inc., Class B Shares
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: 12/31/96
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:
14,539,920 $145,115,033
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
14,539,920 $145,115,033
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):
8,941,258 $86,830,460
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): $145,115,033
------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +$86,830,460
-------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -$91,055,003
-------------
(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): $140,890,490
------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/3300
------------
(vii) Fee due (line (i) or line (v) multiplied by
line (vi)): $42,694
------------
Instruction: Issuers should complete line (ii), (iii), (iv), and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year. See Instructions C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rule of Informal and Other
Procedures (17 CFR 202.3a). /X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 26, 1997; Fed Wire #4803
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
Oppenheimer Total Return Fund, Inc.
/s/ Robert J. Bishop
By:______________________________________
Robert J. Bishop, Assistant Treasurer
Date: 2/27/97
cc: Allan Adams, Esq.
Katherine Feld
Gloria LaFond
sec\420b24f
<PAGE>
MYER, SWANSON, ADAMS & WOLF, P.C.
ATTORNEYS AT LAW
THE COLORADO STATE BANK BUILDING
1600 BROADWAY - SUITE 1480
DENVER, COLORADO 80202-4915
TELEPHONE (303) 866-9800
FACSIMILE (303) 866-9818
February 21, 1997
Oppenheimer Total Return Fund, Inc.
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
This is to certify that we have examined the Articles of Incorporation of
Oppenheimer Total Return Fund, Inc. (the "Fund"), as amended, and its by-laws,
as amended. From such investigation we can advise as follows:
1. That the Fund is duly organized under the laws of the
State of Maryland and is a de jure corporation in good standing
under the laws of the State of Maryland.
2. That the Fund is authorized by its Articles of Incorporation to
issue Four Hundred Fifty Million (450,000,000) shares of Class A stock, Two
Hundred Million (200,000,000) shares of Class B stock, Two Hundred Million
(200,000,000) shares of Class C stock and Ten Million (10,000,000) shares of
Class Y stock, each share of each class having a par value of Ten Cents ($.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, 1996 in reliance
upon registration pursuant to Rule 24f-2 under the Investment Act of 1940, as
amended.
Class A shares: 20,733,025
Class B shares: 14,539,920
Class C shares: 1,529,403
Class Y shares: 1,481,212
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.
