OPPENHEIMER TOTAL RETURN FUND INC, PRE 14A, 1997-04-11

OPPENHEIMER TOTAL RETURN FUND INC
PRE 14A, 1997-04-11

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SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

Filed by the Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

OPPENHEIMER TOTAL RETURN FUND, INC.
- -----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

KATHERINE P. FELD, ESQ.
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) or Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
- -----------------------------------------------------------------
(1) Title of each class of securities to which transaction
applies:
- -----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
- -----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------
(5) Total fee paid:
- -----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
- -----------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- -----------------------------------------------------------------
(3) Filing Party:
- -----------------------------------------------------------------
(4) Date Filed:

<PAGE>

[Bridget Macaskill Letterhead]

April, 1997

Dear Oppenheimer Total Return Fund, Inc. Shareholder:

We have scheduled a shareholder meeting in June for you to
decide upon some important proposals for the Fund. Your ballot
card and a detailed statement of the issues are enclosed with this
letter.

Your vote is very important because these decisions can
affect your investment, and it's your chance to help shape the
policies of the Fund. So we urge you to consider these issues
carefully and to make your vote count.

How do you vote?

To vote, simply complete the ballot by marking your choices,
sign it, and return it in the postage-paid envelope provided.
Remember, it can be expensive for the Fund -- a portion of which is
owned by you as a shareholder -- to remail ballots if not enough
responses are received to conduct the meeting.

What are the issues?

After consideration, the Board of Directors, which represents
your interests in the day-to-day management of the Fund,
recommends approval of the following items:

o Election of Directors. There are eleven Directors up for
reelection in June. You will find detailed information on the
Directors in the enclosed proxy statement.

o Ratification of Auditors. Each year, outside auditors
are employed to review the Fund's annual financial statements,
as explained in the proxy statement.

o Approval of Certain Changes to Fundamental Investment
Policies. Your approval is requested to change certain of the
Fund's fundamental investment policies. These proposed changes
would further define the Fund's investment parameters to better
reflect the way the Fund is currently managed.

o Approval of Investment Advisory Agreement. The Fund's
Investment Advisory Agreement establishes the Manager's
responsibility for day-to-day management of the Fund, including
managing the Fund's investments, adherence to investment policies
and arranging for the purchase and sale of securities. The
Agreement also requires the Manager to maintain effective
administration and recordkeeping for the Fund.

Please read the enclosed proxy statement for complete details
on these proposals. Of course if you have any questions, please
contact your financial advisor or call us at 1-800-525-7048.

As always, we appreciate your confidence in OppenheimerFunds
and thank you for allowing us to manage a portion of your
investment assets.

Sincerely,

[Bridget Macaskill signature]

Enclosures

<PAGE>

Preliminary Copy

Oppenheimer Total Return Proxy for Shareholders Meeting To
Fund, Inc. - Class A Shares Be Held June 25, 1997

Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying envelope,
which requires no postage if mailed in the
United States.

Please detach at perforation before mailing.

Oppenheimer Total Return Proxy For Shareholders Meeting To
Fund, Inc. - Class A Shares Be Held June 25, 1997

The undersigned shareholder of Proxy solicited on behalf of the
Oppenheimer Total Return Fund, Inc. Board of Directors, which
(the "Fund"), does hereby appoint recommends a vote FOR the election
Robert Bishop, George C Bowen, of all nominees for Director and FOR
Andrew J. Donohue and Scott Farrar, each proposal on the reverse side.
and each of them, as attorneys-in The shares represented hereby
fact and proxies of the undersigned, will be voted as indicated on the
with full power of substitution, to reverse side or FOR if no choice
attend the Meeting of Shareholders is indicated.
of the Fund to be held June 25,
1997, at 6803 South Tucson Way,
Englewood, Colorado 80111 at 10:00
A.M., Denver time and at all
adjournments thereof, and to vote the
shares held in the name of the
undersigned on the record date for
said meeting for the election of
Directors and on the proposals
specified on the reverse side. Said
attorneys-in-fact shall vote in
accordance with their best judgment
as to any other matter.
OVER
420

Oppenheimer Total Return Proxy for Shareholders Meeting To
Fund, Inc. - Class A Shares be held June 25, 1997

Your shareholder Your prompt response can save your
vote is important! Fund money.
Please vote, sign and mail your proxy
ballot (this card) in the enclosed
postage-paid envelope today, no matter how
many shares you own. A majority of the
Fund's shares must be represented in
person or by proxy. Please vote your
proxy so your Fund can avoid the expense
of another mailing.

Please detach at perforation before mailing.

<PAGE>
1.Election of A) R. Avis H) R. Kirchner 1.// For all nominees
of Directors B) W. Baker I) B. Macaskill listed except as marked
C) C. Conrad J) N Steel to the contrary at left.
D) J. Fossel K) J. Swain
E) S. Freedman Instruction: To withhold
F) R. Kalinowski authority to vote for
G)C.H. Kast any individual nominees,
line out that nominee's
name at left.
// Withhold authority
to vote for all nominees
listed at left.

2. Ratification of selection 2./ /For / /Against / /Abstain
of Deloitte & Touche LLP as
independent auditors
(Proposal No. 1)

3. Approval of changes to the 3./ /For / /Against / /Abstain
Fund's fundamental investment
policies (Proposal No. 2)

/ / Real Estate Investment Trusts
/ / Investments in Other Investment Companies
/ / Commodities
/ / Hedging
/ / Borrowing
/ / Unseasoned Issuers
/ / Diversification

4. Approval of the Investment 4./ /For / /Against / /Abstain
Advisory Agreement
(Proposal No. 3)

NOTE: Please sign exactly as your name(s) appear hereon. When
signing as custodian, attorney, executor, administrator, trustee,
etc., please give your full title as such. All joint owners should
sign this proxy. If the account is registered in the name of a
corporation, partnership or other entity, a duly authorized
individual must sign on its behalf and give title.

Dated: , 1997
-------------------------------------
(Month) (Day)

Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot 420

proxy\420bal.a

<PAGE>

Preliminary Copy

Oppenheimer Total Return Proxy for Shareholders Meeting To
Fund, Inc. - Class B Shares Be Held June 25, 1997

Please detach at perforation before mailing.

Oppenheimer Total Return Proxy For Shareholders Meeting To
Fund, Inc. - Class B Shares Be Held June 25, 1997

Oppenheimer Total Return Proxy for Shareholders Meeting To
Fund, Inc. - Class B Shares be held June 25, 1997

Please detach at perforation before mailing.

2. Ratification of selection 2./ /For / /Against / /Abstain
of Deloitte & Touche LLP as
independent auditors
(Proposal No. 1)

3. Approval of changes to the 3./ /For / /Against / /Abstain
Fund's fundamental investment
policies (Proposal No. 2)

/ / Real Estate Investment Trusts
/ / Investments in Other Investment Companies
/ / Commodities
/ / Hedging
/ / Borrowing
/ / Unseasoned Issuers
/ / Diversification

4. Approval of the Investment 4./ /For / /Against / /Abstain
Advisory Agreement
(Proposal No. 3)

Dated: , 1997
-------------------------------------
(Month) (Day)

Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot 420

proxy\420balb.dup

<PAGE>

Preliminary Copy

Oppenheimer Total Return Proxy for Shareholders Meeting To
Fund, Inc. - Class C Shares Be Held June 25, 1997

Please detach at perforation before mailing.

Oppenheimer Total Return Proxy For Shareholders Meeting To
Fund, Inc. - Class C Shares Be Held June 25, 1997

Oppenheimer Total Return Proxy for Shareholders Meeting To
Fund, Inc. - Class C Shares be held June 25, 1997

Please detach at perforation before mailing.

1.Election of A) R. Avis H) R. Kirchner 1.// For all nominees
of Directors B) W. Baker I) B. Macaskill listed except as marked
C) C. Conrad J) N Steel to the contrary at left.
D) J. Fossel K) J. Swain
E) S. Freedman Instruction: To withhold
F) R. Kalinowski authority to vote for
G)C.H. Kast any individual nominees,
line out that nominee's
name at left.
// Withhold authority
to vote for all nominees
listed at left.

2. Ratification of selection 2./ /For / /Against / /Abstain
of Deloitte & Touche LLP as
independent auditors
(Proposal No. 1)

3. Approval of changes to the 3./ /For / /Against / /Abstain
Fund's fundamental investment
policies (Proposal No. 2)

/ / Real Estate Investment Trusts
/ / Investments in Other Investment Companies
/ / Commodities
/ / Hedging
/ / Borrowing
/ / Unseasoned Issuers
/ / Diversification

4. Approval of the Investment 4./ /For / /Against / /Abstain
Advisory Agreement
(Proposal No. 3)

Dated: , 1997
-------------------------------------
(Month) (Day)

Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot 420

proxy\420balc.dup

<PAGE>

Preliminary Copy

OPPENHEIMER TOTAL RETURN FUND, INC.

6803 South Tucson Way, Englewood, Colorado 80112

Notice Of Meeting Of Shareholders To Be Held

June 25, 1997

To The Shareholders of Oppenheimer Total Return Fund, Inc.:

Notice is hereby given that a Meeting of the Shareholders of
Oppenheimer Total Return Fund, Inc. (the "Fund") will be held at
6803 South Tucson Way, Englewood, Colorado, 80111, at 10:00 A.M.,
Denver time, on June 25, 1997, or any adjournments thereof, for the
following purposes:

To be voted on by holders of:

<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
<S> <C> <C> <C>
X X X (a) To elect eleven Directors to hold
office until the next meeting of
shareholders called for the purpose of
electing Directors and until their
successors are elected and shall
qualify;

X X X (b) To ratify the selection of Deloitte
& Touche LLP as the independent
certified public accountants and
auditors of the Fund for the fiscal year
beginning January 1, 1997 (Proposal No.
1);

X X X (c) To approve changes to certain of the
Fund's fundamental investment policies
(Proposal No. 2);

X X X (d) To approve an Investment Advisory
Agreement between the Fund and
OppenheimerFunds, Inc. (the "Manager")
(Proposal No. 3); and

X X X (e) To transact such other business as
may properly come before the meeting, or
any adjournments thereof.
</TABLE>

Shareholders of record at the close of business on April 2, 1997,
are entitled to vote at the meeting. The election of Directors and
the Proposals are more fully discussed in the Proxy Statement.
Please read it carefully before telling us, through your proxy or
in person, how you wish your shares to be voted. The Board of
Directors of the Fund recommends a vote to elect each of the
nominees as Director and in favor of each Proposal. WE URGE YOU TO
MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Directors,

Andrew J. Donohue, Secretary

April 25, 1997

Shareholders who do not expect to attend the Meeting are asked to
indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying postage-paid envelope. To
avoid unnecessary duplicate mailings, we ask your cooperation in
promptly mailing your proxy no matter how large or small your
holdings may be.

420

<PAGE>

Preliminary Copy

OPPENHEIMER TOTAL RETURN FUND, INC.
6803 South Tucson Way, Englewood, Colorado 80112

PROXY STATEMENT

Meeting of Shareholders
To Be Held June 25, 1997

This statement is furnished to the shareholders of Oppenheimer
Total Return Fund, Inc. (the "Fund") in connection with the
solicitation by the Fund's Board of Directors of proxies to be used
at a meeting (the "Meeting") of shareholders to be held at 6803
South Tucson Way, Englewood, Colorado, 80112, at 10:00 A.M., Denver
time, on June 25, 1997, or any adjournments thereof. It is
expected that the mailing of this Proxy Statement will be made on
or about April 25, 1997. For a free copy of the Fund's annual
report for its most recent fiscal year ended December 31, 1996,
call OppenheimerFunds Services, the Fund's transfer agent, at
1-800-525-7048.

The enclosed proxy, if properly executed and returned, will be
voted (or counted as an abstention or withheld from voting) in
accordance with the choices specified thereon, and will be included
in determining whether there is a quorum to conduct the meeting.
The proxy will be voted in favor of the nominees for Director named
in this Proxy Statement unless a choice is indicated to withhold
authority to vote for all listed nominees or any individual
nominee. The proxy will be voted in favor of each Proposal unless
a choice is indicated to vote against or to abstain from voting on
that Proposal.

Shares owned of record by broker-dealers for the benefit of their
customers ("street account shares") will be voted by the broker-
dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted
under applicable stock exchange rules) as record holder vote such
shares for the election of Directors and on the Proposals in the
same proportion as that broker-dealer votes street account shares
for which voting instructions were received in time to be voted
("broker non-votes"). Abstentions and broker non-votes will be
counted as present for purposes of determining a quorum and will
have the same effect as a vote against the proposal.

If a shareholder executes and returns a proxy but fails to indicate
how the votes should be cast, the proxy will be voted in favor of
the election of each of the nominees named herein for Director and
in favor of each Proposal.

The proxy may be revoked at any time prior to the voting by: (1)
writing to the Secretary of the Fund at 6803 South Tucson Way,
Englewood, Colorado 80112; (2) attending the meeting and voting in
person; or (3) signing and returning a new proxy (if returned and
received in time to be voted).

The cost of printing and distributing these proxy materials is an
expense of the Fund. In addition to the solicitation of proxies by
mail, proxies may be solicited by officers or employees of the
Fund's transfer agent, personally or by telephone or telegraph; any
expenses so incurred will also be borne by the Fund. Brokers,
banks and other fiduciaries may be required to forward soliciting
material to their principals and to obtain authorization for the
execution of proxies. For those services they will be reimbursed
by the Fund for their out-of-pocket expenses.

Shares Outstanding and Entitled to Vote. As of April 2, 1997, the
record date, there were approximately 261,656,505 shares of the
Fund issued and outstanding, consisting of approximately
178,103,277 Class A shares, 79,360,554 Class B shares, 2,273,399
Class C and 1,919,275 Class Y shares. Each Class A, Class B, Class
C and Class Y share of the Fund has voting rights as stated in this
Proxy Statement and is entitled to one vote for each share (and a
fractional vote for a fractional share) held of record at the close
of business on the record date. As of April 2, 1997, the only
entity owning of record or known by management of the Fund to be
the beneficial owner of 5% or more of the outstanding shares of any
class of the Fund's shares was: (i) Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive East, 3rd floor, Jacksonville, FL
32246-6484, which owned of record 141,522.000 Class C shares (6.22%
of that class) for the benefit of its customers and not for its own
account, and (ii) Massachusetts Mutual Life Insurance Company Act,
Separate Investment Account N1, 1295 State Street, Springfield, MA
01111, which owned of record 1,919,275.344 Class Y shares (100% of
that class).

ELECTION OF DIRECTORS

At the Meeting, eleven Directors are to be elected to hold office
until the next meeting of shareholders called for the purpose of
electing Directors and until their successors shall be duly elected
and shall have qualified. The persons named as attorneys-in-fact
in the enclosed proxy have advised the Fund that unless a proxy
instructs them to withhold authority to vote for all listed
nominees or any individual nominee, all validly executed proxies
will be voted by them for the election of the nominees named below
as Directors of the Fund. As a Massachusetts business trust, the
Fund does not contemplate holding annual shareholder meetings for
the purpose of electing Directors. Thus, the Directors will be
elected for indefinite terms until a shareholder meeting is called
for the purpose of voting for Directors and until their successors
are elected and shall qualify.

Each of the nominees and other Directors is also a Director,
director or managing general partner of Oppenheimer Equity Income
Fund, Oppenheimer Cash Reserves, Centennial America Fund, L.P.,
Oppenheimer Variable Account Funds, Oppenheimer Champion Income
Fund, Oppenheimer High Yield Fund, Oppenheimer Main Street Funds,
Inc., Oppenheimer Strategic Income Fund, Oppenheimer Strategic
Income & Growth Fund, Oppenheimer International Bond Fund,
Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, The New York Tax-Exempt Income Fund, Inc., Panorama Series
Fund, Inc., Centennial Money Market Trust, Centennial Government
Trust, Centennial New York Tax Exempt Trust, Centennial California
Tax Exempt Trust, Daily Cash Accumulation Fund, Inc. and Centennial
Tax Exempt Trust (which together with the Fund, comprise the
"Denver-based Oppenheimer funds"), except that Mr. Fossel and Ms.
Macaskill are not Directors of Oppenheimer Strategic Income Fund,
Panorama Series Fund, Inc., Oppenheimer Variable Account Funds and
Oppenheimer Integrity Funds and Mr. Fossel is not a Director of
Centennial New York Tax Exempt Trust or a managing general partner
of Centennial America Fund, L.P. Ms. Macaskill is the President
and Mr. Swain is the Chairman and CEO, of all the Denver
Oppenheimer funds.

Each nominee indicated below by an asterisk is an "interested
person" (as that term is defined in the Investment Company Act of
1940, hereinafter referred to as the "Investment Company Act") of
the Fund due to the positions indicated with the Fund's investment
adviser, OppenheimerFunds, Inc. (the "Adviser") or its affiliates,
or other positions described. The year given below indicates when
the nominee first became a Director or Director of any of the
Denver-based Oppenheimer funds without a break in service. The
beneficial ownership of Class A shares listed below includes voting
and investment control, unless otherwise indicated below. If a
nominee should be unable to accept election, the Board of Directors
may, in its discretion, select another person to fill the vacant
position. As of April 2, 1997, the Directors and officers of the
Fund as a group owned approximately 62,560 Class A shares of the
Fund in the aggregate (including 2,746.848 shares owned by Ms.
Macaskill's spouse, of which she disclaims beneficial ownership),
which is less than 1% of the outstanding shares of that class.
None of the Directors or officers owned any Class B or Class C
shares of the Fund.

<TABLE>
<CAPTION>
Class A Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years April 2, 1997
<S> <C> <C>
Robert G. Avis* Vice Chairman of A.G. Edwards & Sons, -0-
first became a Inc. (a broker-dealer) and A.G.E. Edwards,
Director in 1993. Inc. (its parent holding company);
Age: 65 Chairman of A.G.E. Asset Management and
A.G. Edwards Trust Company (its affiliated
investment adviser and trust company,
respectively).

William A. Baker Management Consultant. -0-
first became a
Director in 1966.
Age: 82

Charles Conrad, Jr. Chairman and Chief Executive Officer 300.438
first became a of Universal Space Lines, Inc. (a
Director in 1970. space services management company);
Age: 66 formerly Vice President of McDonnell
Douglas Space Systems Co. and associated
with the National Aeronautics and Space
Administration.

Jon S. Fossel* Member of the Board of Governors of the -0-
first became a Investment Company Institute (a national
Director in 1990. trade association of investment companies)
Age: 54 companies), Chairman of the Investment
Company Institute Education Foundation;
formerly Chairman and a director of the
Adviser, President and a director of
Oppenheimer Acquisition Corp. ("OAC"), the
Adviser s parent holding company, and
a director of Shareholder Services, Inc.
("SSI") and Shareholder Financial
Services, Inc. ("SFSI"), transfer agent
subsidiaries of the Adviser.

Sam Freedman Formerly Chairman and Chief Executive -0-
first become a Officer of OppenheimerFunds Services,
Director in 1996. a division of the Adviser which is a
Age 56 transfer agent; formerly Chairman, Chief
Executive Officer and a director of SSI & SFSI;
Vice President and director of OAC, and
a director of the Adviser.

Raymond J. Kalinowski Director of Wave Technologies International -0-
first became a Inc. (a computer products training company);
Director in 1988. formerly Vice Chairman and a director of
Age: 67 A.G. Edwards, Inc., parent holding company
of A.G. Edwards & Sons, Inc. (a broker-dealer),
of which he was a Senior Vice President.

C. Howard Kast Formerly Managing Partner of Deloitte, -0-
first became a Haskins & Sells (an accounting firm).
Director in 1988.
Age: 75

Robert M. Kirchner President of The Kirchner Company 9,368.353
first became a Director (management consultants).
in 1963.
Age: 75

Bridget A. Macaskill* President, Chief Executive Officer and a 29,940.425**
first become a a Director of the Adviser and HarbourView
Director in 1995. Asset Management Corporation
Age: 48 ("HarbourView"), an investment adviser
subsidiary of the Adviser; Chairman and a
director of SSI and SFSI; President and a
director of OAC and Oppenheimer
Partnership Holdings, Inc., a holding
company subsidiary of the Adviser; a
director of Oppenheimer Real Asset
Management, Inc.; formerly Executive
Vice President of the Adviser.

Ned M. Steel Chartered Property and Casualty Underwriter; 14,938.53+
first became a a director of Visiting Nurse Corporation of
Director in 1963. Colorado; formerly Senior Vice President
and a director of Van Gilder Insurance Corp.
(insurance brokers).

James C. Swain Vice Chairman of the Adviser; formerly a -0-
first became a director of the Adviser, President and a
Director in 1969. director of Centennial Asset Management
Age: 63 Corporation ("Centennial"), an investment
adviser subsidiary of the Adviser, and
Chairman of the Board of SSI.
</TABLE>

- -------------------------
A nominee who is an "interested person" of the Fund and the Manager
under the Investment Company Act.

**2,746.484 of these shares are owned by Ms. Macaskill's spouse, of
which she disclaims beneficial ownership.

+256.624 of these shares are owned by Mr. Steel's spouse, of which
he disclaims beneficial ownership.

Vote Required. The affirmative vote of a majority of the votes
cast by shareholders of the Fund without regard to class is
required for the election of a nominee as Director. The Board of
Directors recommends a vote for the election of each nominee.

Functions of the Board of Directors. The primary responsibility for
the management of the Fund rests with the Board of Directors. The
Directors meet regularly to review the activities of the Fund and
of the Manager, which is responsible for its day-to-day operations.
Six regular meetings of the Directors were held during the fiscal
period ended December 31, 1996. Each of the Directors was present
for at least 75% of the meetings held of the Board (except Mr.
Freedman who was appointed a Director on June 27, 1996 and attended
all Board meetings during the remainder of the Fund's fiscal year
ended December 31, 1996) and of all committees on which that
Director served. The Directors of the Fund have appointed an Audit
Committee, comprised of Messrs. Baker (Chairman), Conrad and
Kirchner, none of whom is an "interested person" (as that term is
defined in the Investment Company Act) of the Manager or the Fund.
The functions of the Committee include (i) making recommendations
to the Board concerning the selection of independent auditors for
the Fund (subject to shareholder ratification); (ii) reviewing the
methods, scope and results of audits and the fees charged; (iii)
reviewing the adequacy of the Fund's internal accounting procedures
and controls; and (iv) establishing a separate line of
communication between the Fund's independent auditors and its
independent Directors. The Committee met three times during the
fiscal period ended December 31, 1996. The Board of Directors does
not have a standing nominating or compensation committee.

Remuneration of Directors. The officers of the Fund are
affiliated with the Manager. They and the Directors of the Fund
who are affiliated with the Manager (Ms. Macaskill and Mr. Swain,
who are both officers and Directors and Mr. Fossel) receive no
salary or fee from the Fund. The remaining Directors of the Fund
received the compensation shown below from the Fund during its
fiscal year ended December 31, 1996, and from all of the Denver-
based Oppenheimer funds (including the Fund) for which the served
as Director, Director or Managing General Partner. Mr. Freedman
did not become a Director until June 27, 1996. Compensation is
paid for services in the positions listed beneath their names:

<TABLE>
<CAPTION>
Aggregate
Compensation Total Compensation
From the Fund From All
Fiscal Year Denver-based
Name and Position Ended 12/31/96 Oppenheimer funds1
<S> <C> <C>
Robert G. Avis $7,569 $58,003
Director

William A. Baker $10,402 $79,715
Audit and Review
Committee Chairman
and Director

Charles Conrad, Jr. $9,749 $74,717
Audit and Review
Committee Member
and Director

Sam Freedman $3,850 $29,502
Director

Raymond J. Kalinowski $9,678 $74,173
Risk Management
Oversight Committee
Member and Director

C. Howard Kast $9,678 $74,173
Risk Management
Oversight Committee
Member and Director

Robert M. Kirchner $7,749 $74,713
Audit and Review
Committee Member
and Director

Ned M. Steel $7,569 $58,003
Director
</TABLE>
______________________

1For the 1996 calendar year during which the Denver-based funds
listed in the first paragraph of this section included Oppenheimer
Strategic Investment Grade Bond Fund and Oppenheimer Strategic
Short-Term Income Fund (which ceased operations following the
acquisition of their assets by the other Oppenheimer funds), and
Panorama Series Fund, Inc., which became an Oppenheimer fund in
June of 1996.

Officers of the Fund. Each officer of the Fund is elected by the
Directors to serve an indefinite term. Information is given below
about the executive officers who are not Directors of the Fund,
including their business experience during the past five years.

Bruce Bartlett, Vice President and Portfolio Manager; Age: 47
Vice President of the Manager; an officer of other Oppenheimer
funds, formerly a Vice President and Senior Portfolio Manager at
First of America Investment Corp.

Diane L. Sobin, Vice President and Portfolio Manager; Age: 35
Vice President of the Manager; an officer of other Oppenheimer
funds; formerly a Vice President and Senior Portfolio Manager for
Dean Witter Inter Capital, Inc.

Andrew J. Donohue, Vice President and Secretary; Age 46.
Executive Vice President and General Counsel of the Adviser and
OppenheimerFunds Distributor, Inc. (the "Distributor"); President
and a director of Centennial; Executive Vice President, General
Counsel and a director of HarbourView, SFSI, SSI and Oppenheimer
Partnership Holdings Inc.; President and a director of Oppenheimer
Real Asset Management, Inc.; General Counsel of OAC; Executive Vice
President, General Counsel and a director of MultiSource Services,
Inc. (a broker-dealer); an officer of other Oppenheimer funds;
formerly Senior Vice President and Associate General Counsel of the
Adviser and the Distributor; Partner in Kraft & McManimon (a law
firm); an officer of First Investors Corporation (a broker-dealer)
and First Investors Management Company, Inc. (broker-dealer and
investment adviser); director and an officer of First Investors
Family of Funds and First Investors Life Insurance Company.

George C. Bowen, Vice President, Assistant Secretary and Treasurer;
Age 60.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer of the Adviser; Vice President
and Treasurer of the Distributor and HarbourView; Senior Vice
President, Treasurer and Assistant Secretary and a director of
Centennial; Senior Vice President, Treasurer and Secretary of SSI;
Vice President, Treasurer and Secretary of SFSI; Treasurer of OAC;
Vice President and Treasurer of Oppenheimer Real Asset Management,
Inc.; Chief Executive Officer, Treasurer and a director of
MultiSource Services, Inc. and an officer of other Oppenheimer
funds.

Robert G. Zack, Assistant Secretary; Age 48.
Senior Vice President and Associate General Counsel of the Adviser;
Assistant Secretary of SSI and SFSI; an officer of other
Oppenheimer funds.

Robert J. Bishop, Assistant Treasurer; Age 38.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Adviser/Mutual Fund Accounting; an officer of
other Oppenheimer funds; previously a Fund Controller for the
Adviser, prior to which he was an Accountant for Yale & Seffinger,
P.C., an accounting firm and previously an Accountant and
Commissions Supervisor for Stuart James Company Inc., a broker-
dealer.

Scott T. Farrar, Assistant Treasurer; Age 31.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Adviser/Mutual Fund Accounting; an officer of
other Oppenheimer funds; previously a Fund Controller for the
Adviser.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)

The Investment Company Act requires that independent certified
public accountants and auditors ("auditors") be selected annually
by the Board of Directors and that such selection be ratified by
the shareholders at the next-convened annual meeting of the Fund,
if one is held. The Board of Directors of the Fund, including a
majority of the Directors who are not "interested persons" (as
defined in the Investment Company Act) of the Fund or the Manager,
at a meeting held December 17, selected Deloitte & Touche LLP
("Deloitte") as auditors of the Fund for the fiscal period
beginning January 1, 1997. Deloitte also serves as auditors for
certain other funds for which the Manager acts as investment
adviser. At the Meeting, a resolution will be presented for the
shareholders' vote to ratify the selection of Deloitte as auditors.
Representatives of Deloitte are not expected to be present at the
Meeting but will have the opportunity to make a statement if they
desire to do so and will be available should any matter arise
requiring their presence. The Board of Directors recommends
approval of the selection of Deloitte as auditors of the Fund.

APPROVAL OF CHANGES TO CERTAIN OF THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES
(Proposal No. 2)

The Adviser proposes that certain of the Fund's fundamental
investment policies be changed, as described below, to give the
Fund further investment flexibility. An investment policy that has
been designated as "fundamental" is one that cannot be changed
without the requisite shareholder approval described below under
"Vote Required." Non-fundamental investment policies may be changed
by the Adviser in consultation with and approval by the Board of
Directors without the expense and delay of seeking shareholder
approval. A vote in favor of this Proposal shall be a vote in
favor of all proposed investment policy changes described in this
Proposal. If approved, the effective date of this Proposal may be
delayed until the Fund's Prospectus or Statement of Additional
Information is updated to reflect these changes.

At a meeting held February 25, 1997, the Fund's Board of Directors,
including a majority of its independent Directors, determined that
the best interests of the Fund would be served by allowing the Fund
greater investment flexibility, as set forth in these proposed
investment policy changes, in response to market or regulatory
developments.

Real Estate Investment Trusts. As a matter of fundamental
policy, "The Fund cannot purchase or sell real estate, including
interests in real estate investment trusts." The Adviser proposes
that this fundamental policy be replaced, subject to shareholder
approval, with the following fundamental policy, thereby removing
the prohibition on investing in real estate investment trusts
("REITs"):

The Fund cannot invest in real estate or in interests in
real estate, but may purchase securities of issuers holding
real estate or interests therein.

This new policy on investments in real estate must be fundamental,
per sections 8(b)(1) and 13(a)(2) of the Investment Company Act of
1940.

Investments in Other Investment Companies. Currently, as a
matter of fundamental policy, the Fund cannot buy securities of
other investment companies, except in connection with a merger or
consolidation. The Adviser proposes that this fundamental policy
be eliminated.

Until the recent enactment of the National Securities Markets
Improvement Act of 1996 (the "Securities Markets Improvement Act"),
the ability of investment companies to invest in other investment
companies had been significantly limited. With the passage of the
Securities Markets Improvement Act, the ability to invest in other
investment companies has been greatly expanded and the Securities
and Exchange Commission has been granted broad exemptive authority
to permit other arrangements. Accordingly, the elimination of this
fundamental restriction will allow the Fund to purchase securities
of other investment companies to the extent permitted by law,
regulation and exemptions, subject to the approval by the Board of
Directors. This change would also permit the Fund, subject to
approval by the Board of Directors, to adopt a "master-feeder"
structure.

Commodities. As a matter of fundamental policy, "The Fund cannot
buy or sell commodities or commodity contracts or purchase
securities for speculative short-term purposes; however, the Fund
may buy or sell any of the Hedging Instruments which it may use as
permitted by any of its other investment policies, whether or not
any such Hedging Instrument is considered to be a commodity or
commodity contract."

This policy prohibits the Fund from trading in physical
commodities, and the Fund does not seek permission to trade
physical commodities. However, this investment policy could be
read to prohibit the Fund from buying or selling options, futures,
securities or other instruments backed by, or the investment return
from which is linked to changes in the price of, physical
commodities, including "commodity-linked" notes.

The Adviser proposes that this fundamental investment policy be
deleted and replaced with a new policy that is also fundamental,
per sections 8(b)(1) and 13(a)(2) of the Investment Company Act of
1940. Although the Fund's current Prospectus contains disclosure
regarding options, futures, securities or other instruments backed
by, or the investment return from which is linked to changes in the
price of, physical commodities, including "commodity-linked"
notes, replacing this fundamental investment policy as described
below will resolve any ambiguity as to whether the Fund may invest
in those instruments. The new fundamental policy would read as
follows:

The Fund cannot invest in physical commodities or physical
commodity contracts, or purchase securities for speculative
short-term purposes; however, the Fund may: (i) buy and sell
hedging instruments permitted by any of its other investment
policies, and (ii) buy and sell options, futures, securities
or other instruments backed by, or the investment return from
which is linked to changes in the price of, physical
commodities.

Hedging. The Fund has two related fundamental investment
policies that pertain to the use of hedging instruments, as
follows:

The Fund cannot purchase securities on margin or sell
securities short; however, the Fund may make margin deposits
in connection with any of the Hedging Instruments it may use
as permitted by any of its other investment policies.

The Fund may not mortgage, pledge, or hypothecate
securities; however the Fund may enter into the escrow
arrangements contemplated by the writing of covered call
options or other collateral or margin arrangements in
connection with Hedging Instruments the Fund may use under its
other fundamental policies.

The Adviser proposes that these two fundamental policies be amended
to allow the Fund to engage in permitted activities in connection
not only with its hedging instruments, but also with any of its
permitted investments.

These revised fundamental investment policies would read as
follows:

The Fund cannot purchase securities on margin or sell
securities short; however, the Fund may make margin deposits
in connection with any of its permitted investments.

The Fund may not mortgage, pledge or hypothecate securities;
however, the Fund may enter into the escrow arrangements
contemplated by the writing of covered call options or other
collateral or margin arrangements in connection with any
permitted investments.

Borrowing and Lending. The Fund has a fundamental investment
policy that it cannot borrow or lend money, and that it cannot lend
portfolio securities (with certain exceptions). This current
fundamental policy reads as follows:

The Fund may not borrow or lend money, or lend, pledge,
mortgage, or hypothecate securities except as provided above
under "Loans of Portfolio Securities" (however, the Fund may
purchase bonds or other debt securities, and enter into escrow
arrangements contemplated by the writing of covered call
options or other collateral or margin arrangements in
connection with Hedging Instruments the Fund may use under its
other fundamental policies).

The Adviser proposes that this fundamental investment policy be
deleted and replaced with two new fundamental policies, one for
borrowing to give the Fund flexibility to borrow money in the event
of an emergency, and the other to clarify the policy on loans.

These new fundamental investment policies would read as follows:

The Fund cannot borrow money, except for temporary, emergency
purposes or under other unusual circumstances.

The Fund cannot make loans, except that the Fund may
purchase debt securities and enter into repurchase agreements
or when-issued, delayed delivery or similar securities
transactions, and may lend its portfolio securities.

Unseasoned Issuers. As a matter of fundamental policy, "The Fund
cannot invest in securities of any corporation which has a record
of less than three years' continuous operation." The Adviser
proposes that this fundamental policy be replaced with the
following non-fundamental investment policy, which could be changed
by the Adviser in consultation with and approval by the Board of
Directors:

The Fund cannot invest in securities of any corporation
which has a record of operations of less than three years,
including operations of any predecessors.

Diversification. Under the Investment Company Act, a
"diversified" management investment company such as the Fund is
defined as one wherein, with respect to at least 75% of its total
assets, (i) no more than 5% of the Fund's total assets are invested
in securities of a single issuer (other than the U.S. Government or
its agencies or instrumentalities) and (ii) the Fund owns no more
than 10% of that issuer's voting securities. Under the Fund's
current diversification policy, which is a fundamental policy, the
Fund is diversified, that is, applies the policies described in
clauses (i) and (ii) above, with respect to 100% of its total
assets, and imposes additional restrictions not required by the
Investment Company Act. The Fund's current diversification policy
reads as follows:

The Fund may not invest more than 5% of its assets in
securities of any one issuer other than the U.S. Government;
the Fund may not purchase the securities of any one issuer if
immediately thereafter, the Fund would own more than 10% of
the outstanding voting securities or 10% of any one class of
securities of such issuer (except for securities of investment
companies acquired in exchange for Fund shares).

If shareholders approve this Proposal No. 2, the Fund would change
its diversification from 100% to 75% of its total assets, as
permitted by the Investment Company Act. The Fund's revised
diversification policy, which would be a fundamental policy, would
provide that:

The Fund cannot buy securities issued or guaranteed by any
one issuer (except the U.S. Government or any of its agencies
or instrumentalities) if, with respect to 75% of its total
assets, more than 5% of the Fund's total assets would be
invested in securities of that issuer, or the Fund would then
own more than 10% of that issuer's voting securities.

Approval of this Proposal will enable the Fund to freely invest up
to 25% of its total assets. As a result, the Fund's portfolio
could be less diversified from time to time, and thus subject, to
a greater extent, to changes in value of any one such portfolio
holding. Under either 100% or 75% diversification, each foreign
government is considered to be an issuer for diversification
purposes. Under the Fund's current 100% diversification policy,
the Fund is limited to investing no more than 5% of its total
assets in securities of any one foreign government, including
securities issued by that foreign government's agencies or
instrumentalities. The Fund wishes to be able to take greater
advantage of investment opportunities that exist from time to time
in foreign government securities, and to permit investment
flexibility to a greater degree.

Vote Required. An affirmative vote of the holders of a "majority"
(as defined in the Investment Company Act) of all outstanding
voting securities of the Fund is required for approval of this
Proposal; the classes do not vote separately. The requirement for
such "majority" is defined in the Investment Company Act as the
vote of the holders of the lesser of: (i) 67% or more of the voting
securities present or represented by proxy at the shareholders
meeting, if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy; or (ii) more than
50% of the outstanding voting securities. The Board of Directors
recommends a vote in favor of approving this Proposal.

APPROVAL OF PROPOSED INVESTMENT ADVISORY AGREEMENT
(Proposal No. 3)

The Fund has an Investment Advisory Agreement dated October 22,
1990 with the Manager (the "Agreement") which was most recently
approved by the Fund's Board of Directors, including a majority of
the Directors who are not "interested persons" (as defined in the
Investment Company Act) of the Fund or of the Manager, on December
17, 1996. Prior to January 5, 1996, the Manager was known as
Oppenheimer Management Corporation. The Agreement was approved by
shareholders of the Fund at a meeting held on October 1, 1990
because of the acquisition of the Adviser by Massachusetts Mutual
Life Insurance Company ("MassMutual") through a wholly-owned
subsidiary, Oppenheimer Acquisition Corp. The Board of Directors
has determined to submit the Fund's current Investment Advisory
Agreement for shareholder approval. The Agreement, included in
this Proxy Statement as Exhibit A, has not been modified or
amended since it was last approved by shareholders, and the Board
recommends approval of the Investment Advisory Agreement without
any amendments. If approved by the shareholders at this meeting,
the Agreement will continue in effect until December 31, 1997, and
thereafter from year to year unless terminated, but only so long as
such continuance is approved in accordance with the Investment
Company Act.

Under the Agreement, the Manager supervises the investment
operations of the Fund and the composition of its portfolio and
furnishes the Fund advice and recommendations with respect to
investments, investment policies and the purchase and sale of
securities. The management fee, computed daily and payable monthly
under the Agreement to the Manager, is computed on the average
annual net assets of the Fund at the following annual rates: 0.75%
of the first $100 million of average annual net assets; 0.70% of
the next $100 million; 0.65% of the next $100 million; 0.60% of the
next $100 million; 0.55% of the next $100 million and 0.50% of
average annual net assets in excess of $500 million. During the
fiscal year ended December 31, 1996, the Fund paid the Manager a
fee of $12,631,975 under the Agreement. The Manager also acts as
investment adviser to other Fund that have similar or comparable
investment objectives. A list of those Fund and the net assets and
advisory fee rates paid by those Fund is contained in Exhibit B to
this Proxy Statement.

The Agreement requires the Manager, at its expense, to provide the
Fund with adequate office space, facilities and equipment as well
as to provide, and supervise the activities of all administrative
and clerical personnel required to provide effective administration
for the Fund, including the compilation and maintenance of records
with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and
registration statements for continuous public sale of shares of the
Fund. Expenses not expressly assumed by the Manager under the
Agreement or by the Distributor of the Fund's shares are paid by
the Fund. The Agreement lists examples of expenses paid by the
Fund, the major categories of which relate to interest, taxes,
brokerage commissions, fees to certain Directors, legal and audit
expenses, custodian and transfer agent expenses, share certificate
issuance costs, certain printing and registration costs, and non-
recurring expenses, including litigation.

The Agreement contains no expense limitation. However,
independently of the Agreement, the Adviser has undertaken that the
total expenses of the Fund (including the management fee but
excluding taxes, interest, brokerage fees and any extraordinary
non-recurring expenses, such as litigation) shall not exceed the
most stringent applicable state regulatory limitation. The payment
of the management fee at the end of any month will be reduced so
that there will not be any accrued but unpaid liability under this
expense limitation. The Adviser has reserved the right to change
or eliminate this expense limitation at any time. Due to changes
in federal securities laws, such state regulatory limitation no
longer applies, and the Adviser anticipates that it will withdraw
its undertaking with the Fund's next updated Prospectus and
Statement of Additional Information. During the Fund's most recent
fiscal year ended December 31, 1996, the Fund's expenses did not
exceed the most stringent state regulatory limit and the voluntary
undertaking was not invoked.

So long as it shall have acted with due care and in good faith, the
Adviser shall not be liable for any loss sustained by reason of any
investment, the adoption of any investment policy, or the purchase,
sale or retention of any security irrespective of whether the
determinations of the Adviser relative thereto shall have been
based, wholly or partly, upon the investigation or research of any
other individual, firm or corporation believed by it to be
reliable. Nothing contained in the Agreement shall, however, be
construed to protect the Adviser against any liability to the Fund
or its shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties under this
Agreement.

The Agreement permits the Manager to act as investment adviser for
any other person, firm or corporation and to use the name
"Oppenheimer" in connection with other investment companies for
which it may act as investment adviser. If the Manager shall no
longer act as investment adviser to the Fund, the right of the Fund
to use the name "Oppenheimer" as part of its name may be withdrawn.

Brokerage Provisions of the Agreement. One of the duties of the
Manager under the Agreement is to arrange the portfolio
transactions for the Fund. The Agreement contains provisions
relating to the employment of broker-dealers ("brokers") to effect
the Fund's portfolio transactions. In doing so, the Manager is
authorized by the Agreement to employ such broker-dealers,
including "affiliated" brokers, as that term is defined in the
Investment Company Act, as may, in its best judgment based on all
relevant factors, implement the policy of the Fund to obtain, at
reasonable expense, the "best execution" (prompt and reliable
execution at the most favorable price obtainable) of such
transactions. The Manager need not seek competitive commission
bidding but is expected to be aware of the current rates of
eligible brokers and to minimize the commissions paid to the extent
consistent with the interest and policies of the Fund as
established by its Board of Directors. Purchases of securities
from underwriters include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers include a
spread between the bid and asked price.

Under the Agreement, the Manager is authorized to select brokers
that provide brokerage and/or research services for the Fund and/or
the other accounts over which the Manager or its affiliates have
investment discretion. The commissions paid to such brokers may be
higher than another qualified broker would have charged if a good
faith determination is made by the Manager that the commission is
fair and reasonable in relation to the services provided. Subject
to the foregoing considerations, the Manager may also consider
sales of shares of the Fund and other investment companies managed
by the Manager or its affiliates as a factor in the selection of
brokers for the Fund's portfolio transactions.

Description of Brokerage Practices. Subject to the provisions of
the Agreement, and the procedures and rules described above,
allocations of brokerage are generally made by the Manager's
portfolio traders based upon recommendations from the Manager's
portfolio managers. In certain instances, portfolio managers may
directly place trades and allocate brokerage, also subject to the
provisions of the Agreement and the procedures and rules described
above. In either case, brokerage is allocated under the
supervision of the Manager's executive officers. Transactions in
securities other than those for which an exchange is the primary
market are generally done with principals or market makers.
Brokerage commissions are paid primarily for effecting
transactions in listed securities or for certain fixed-income
agency transactions in the secondary market and are otherwise paid
only if it appears likely that a better price or execution can be
obtained. When the Fund engages in an option transaction,
ordinarily the same broker will be used for the purchase or sale of
the option and any transaction in the securities to which the
option relates. When possible, concurrent orders to purchase or
sell the same security by more than one of the accounts managed by
the Manager or its affiliates are combined. The transactions
effected pursuant to such combined orders are averaged as to price
and allocated in accordance with the purchase or sale orders
actually placed for each account. Option commissions may be
relatively higher than those which would apply to direct purchases
and sales of portfolio securities.

The research services provided by a particular broker may be useful
only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of
those other accounts may be useful both to the Fund and one or more
of such other accounts. Such research, which may be supplied by a
third party at the instance of a broker, includes information and
analyses on particular companies and industries as well as market
or economic trends and portfolio strategy, receipt of market
quotations for portfolio evaluations, information systems, computer
hardware and similar products and services. If a research service
also assists the Manager in a non-research capacity (such as
bookkeeping or other administrative functions), then only the
percentage or component that provides assistance to the Manager in
the investment decision-making process may be paid in commission
dollars. The Board of Directors permits the Manager to use
concessions on fixed price offerings to obtain research, in the
same manner as is permitted for agency transactions. The Board
also permits the Manager to use stated commissions on secondary
fixed-income agency trades to obtain research where the broker has
represented to the Manager that: (i) the trade is not from or for
the broker's own inventory; (ii) the trade was executed by the
broker on an agency basis at the stated commission; and (iii) the
trade is not a riskless principal transaction.

The research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making
available additional views for consideration and comparisons, and
by enabling the Manager to obtain market information for the
valuation of securities held in the Fund's portfolio or being
considered for purchase. The Board of Directors, including the
"independent" Directors of the Fund (those Directors of the Fund
who are not "interested persons" as defined in the Investment
Company Act, and who have no direct or indirect financial interest
in the operation of the Agreement or the Distribution and Service
Plans described below) annually reviews information furnished by
the Manager as to the commissions paid to brokers furnishing such
services so that the Board may ascertain whether the amount of such
commissions was reasonably related to the value or benefit of such
services.

The Adviser, the Distributor and the Transfer Agent. Subject to
the authority of the Board of Directors, the Manager is responsible
for the day-to-day management of the Fund's business, pursuant to
its investment advisory agreement with the Fund. OppenheimerFunds
Distributor, Inc., a wholly-owned subsidiary of the Manager, is the
general distributor (the "Distributor") of the Fund's shares.
OppenheimerFunds Services, a division of the Manager, serves as the
transfer and shareholder servicing agent for the Fund on an "at-
cost" basis, for which it was paid $2,897,019 by the Fund during
its fiscal year ended December 31, 1996.

The Manager (including a subsidiary) currently manages investment
companies, including other Oppenheimer Fund, with assets of more
than $62 billion as of December 31, 1996, and with more than 3
million shareholder accounts. The Manager is a wholly-owned
subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a holding
company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Manager, the Distributor and OAC are located
at Two World Trade Center, New York, New York 10048. MassMutual is
located at 1295 State Street, Springfield, Massachusetts 01111.
OAC acquired the Manager on October 22, 1990. As indicated below,
the common stock of OAC is owned by (i) certain officers and/or
directors of the Manager, (ii) MassMutual and (iii) another
investor. No institution or person holds 5% or more of OAC's
outstanding common stock except MassMutual. MassMutual has engaged
in the life insurance business since 1851.

The common stock of OAC is divided into three classes. At December
31, 1996, MassMutual held (i) all of the 2,160,000 shares of Class
A voting stock, (ii) 716,943 shares of Class B voting stock, and
(iii) 1,353,873 shares of Class C non-voting stock. This
collectively represented 86.2% of the outstanding common stock and
94.2% of the voting power of OAC as of that date. Certain officers
and/or directors of the Adviser held (i) 407,866 shares of the
Class B voting stock, representing 8.3% of the outstanding common
stock and 4.1% of the voting power, and (ii) options acquired
without cash payment which, when they become exercisable, allow the
holders to purchase up to 684,407 shares of Class C non-voting
stock. That group includes persons who serve as officers of the
Fund, and Ms. Macaskill and Mr. Swain, who serve as Directors of
the Fund. Holders of OAC Class B and Class C common stock may put
(sell) their shares and vested options to OAC or MassMutual at a
formula price (based on earnings of the Adviser). MassMutual may
exercise call (purchase) options on all outstanding shares of both
such classes of common stock and vested options at the same formula
price. From the period November 1, 1995 to December 31, 1996, the
only transactions by persons who serve as Directors of the Fund
were by Ms. Macaskill, who surrendered to OAC 20,000 stock
appreciation rights issued in tandem with the Class C OAC options,
for cash payments aggregating $1,421,800, Mr. Fossel who sold
117,838 shares of Class B OAC common stock to MassMutual for an
aggregate of $15,133,735, Mr. Swain who surrendered to OAC 20,000
stock appreciation rights issued in tandem with Class C OAC
options, for a cash payment aggregating $2,267,780, and Mr.
Freedman who surrendered to OAC 45,474 stock appreciation rights
issued in tandem with Class C OAC options, for a cash payment of
$4,808,876. Mr. Freedman and Mr. Fossel no longer hold any OAC
stock, stock appreciation rights or other financial interests in
the Adviser or any of its affiliates. Mr. Fossel, however, may be
entitled to an additional payment to be made in 1997.

The names and principal occupations of the executive officers and
directors of the Manager are as follows: Bridget A. Macaskill,
President, Chief Executive Officer and a director; Donald W. Spiro,
Chairman Emeritus; Robert G. Galli and James C. Swain, Vice
Chairmen; Robert C. Doll, O. Leonard Darling, Paula Gabriele,
Barbara Hennigar, James Ruff, Loretta McCarthy, Tilghman G. Pitts
III and Nancy Sperte, Executive Vice Presidents; Andrew J. Donohue,
Executive Vice President and General Counsel; George C. Bowen,
Senior Vice President and Treasurer; Peter M. Antos, Victor Babin,
Robert A. Densen, Ronald H. Fielding, Robert E. Patterson, Richard
Rubinstein, Arthur Steinmetz, Ralph Stellmacher, John Stoma, Jerry
A. Webman, William L. Wilby and Robert G. Zack, Senior Vice
Presidents. These officers are located at one of the four offices
of the Manager: Two World Trade Center, New York, NY 10048; 3410
South Galena Street, Denver, CO 80231; 350 Linden Oaks, Rochester,
NY 14625 and One Financial Plaza, 755 Main Street, Hartford, CT
06103.

Considerations by the Board of Directors. In connection with the
annual review by the Board of Directors in December 1996 to
determine if the Investment Advisory Agreement should be approved
and renewed, the Board and the Independent Directors considered and
reviewed materials prepared for this purpose by a consultant. The
Board also considered materials provided by the Adviser. As a
result of its deliberations, the Board of Directors including the
Independent directors concluded to approve and renew the Agreement
without amendment for an additional one year period.

The materials reviewed and considered by the Board included
information on: the nature, quality and extent of services rendered
by the Adviser to the Fund; an analysis of the Fund s investment
advisory fee, investment performance, expense ratios and expenses
of the Fund as compared in each case to comparable mutual funds;
the investment performance of other mutual funds for which the
Adviser acts as investment adviser; information on the portfolio
manager for the Fund and his experience and qualifications; the
profitability of the Adviser from its investment advisory
operations for the Fund and other mutual funds for which it or its
affiliates are the investment adviser; the financial condition and
resources of the Adviser and its parent, OAC; the benefits which
the Adviser obtains from its relationship with the Fund; and
economies of scale made available to the Fund by the Adviser. The
Board also considered the terms and conditions of the current
Agreement, and considered alternatives to the use of the Adviser.

The Board of Directors including the Independent Directors
considered all of the above matters in reaching its decision to
approve the Agreement and to renew it for an additional year. The
Board did not single out any one factor or group of factors as
being more important than other factors, but considered such
matters together in arriving at its decision. The Board of
Directors also considered that the Adviser has been the investment
adviser for the Fund for a number of years and the Board has found
the performance of the Adviser pursuant to the Investment Advisory
Agreement to be satisfactory.

Determination by the Independent Directors and the Board of
Directors. After completion of its review, the Independent
Directors recommended that the Board of Directors approve, and the
Board unanimously approved, the Agreement.

RECEIPT OF SHAREHOLDER PROPOSALS

The Fund is not required to hold shareholder meetings on a regular
basis. Special meetings of shareholders may be called from time to
time by either the Fund or the shareholders (under special
conditions described in the Fund's Statement of Additional
Information). Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals which meet certain conditions may
be included in the Fund's proxy statement and proxy for a
particular meeting. Those rules require that for future meetings
the shareholder must be a record or beneficial owner of Fund shares
with a value of at least $1,000 at the time the proposal is
submitted and for one year prior thereto, and must continue to own
such shares through the date on which the meeting is held. Another
requirement relates to the timely receipt by the Fund of any such
proposal. Under those rules, a proposal submitted for inclusion in
the Fund's proxy material for the next meeting after the meeting to
which this proxy statement relates must be received by the Fund a
reasonable time before the solicitation is made. The fact that the
Fund receives a proposal from a qualified shareholder in a timely
manner does not ensure its inclusion in the proxy material, since
there are other requirements under the proxy rules for such
inclusion.

OTHER BUSINESS

Management of the Fund knows of no business other than the matters
specified above that will be presented at the Meeting. Since
matters not known at the time of the solicitation may come before
the Meeting, the proxy as solicited confers discretionary authority
with respect to such matters as properly come before the Meeting,
including any adjournment or adjournments thereof, and it is the
intention of the persons named as attorneys-in-fact in the proxy to
vote the proxy in accordance with their judgment on such matters.

By Order of the Board of Directors,

Andrew J. Donohue, Secretary
April 25, 1997

proxy\420-697.pre

<PAGE>

Exhibit A

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT made as of the October 22, 1990, by and between
OPPENHEIMER TOTAL RETURN FUND, INC. (hereinafter the "Fund"), and
OPPENHEIMER MANAGEMENT CORPORATION (hereinafter the "Manager"):

WHEREAS, the Fund is an open-end, diversified investment
company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company
Act of 1940, as amended (the "Investment Company Act") and the
Manager is a registered investment adviser;

NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, it is agreed by and between the
parties, as follows:

1. GENERAL PROVISION.

The Fund hereby employs the Manager and the Manager hereby
undertakes to act as the investment adviser of the Fund and to
perform for the Fund such other duties and functions as are
hereinafter set forth. The Manager shall, in all matters, give to
the Fund and its Board of Directors the benefit of its best
judgment, effort, advice and recommendations and shall, at all
times conform to, and use its best efforts to enable the Fund to
conform to (i) the provisions of the Investment Company Act and any
rules and regulations thereunder; (ii) any other applicable
provisions of state or federal law; (iii) the provisions of the
Certificate of Incorporation and By-Laws of the Fund as amended
from time to time; (iv) policies and determinations of the Board of
Directors of the Fund; (v) the fundamental policies and investment
restrictions of the Fund as reflected in its registration statement
under the Investment Company Act and the Fund's By-Laws, or as such
policies may, from time to time, be amended by the Fund's
shareholders; and (vi) the Prospectus of the Fund in effect from
time to time. The appropriate officers and employees of the
Manager shall be available upon reasonable notice for consultation
with any of the Directors and officers of the Fund with respect to
any matters dealing with the business and affairs of the Fund
including the valuation of any of the Fund's portfolio securities
which are either not registered for public sale or not being traded
on any securities market.

2. INVESTMENT MANAGEMENT.

(a) The Manager shall, subject to the direction and control
by the Fund's Board of Directors (i) regularly provide investment
advice and recommendations to the Fund with respect to its
investments, investment policies and the purchase and sale of
securities; (ii) supervise continuously the investment program of
the Fund and the composition of its portfolio and determine what
securities shall be purchased or sold by the Fund; and (iii)
arrange, subject to the provisions of paragraph "6" hereof, for the
purchase of securities and other investments for the Fund and the
sale of securities and other investments held in the portfolio of
the Fund. The Manager shall also conduct investigations and
research in the securities field and furnish to the Fund's Board
of Directors statistical and other factual information and reports
on industries, businesses or corporations, to assist the Manager
and the Fund's Board of Directors in furthering the investment
policies of the Fund; and the Manager shall compile, for its use
and that of the Fund, and furnish to the Fund's Board of Directors,
information and advice on economic and business trends, and render
such other complete investment management services as may be
necessary or appropriate to effectuate the investment of the
resources of the Fund through the acquisition, holding and
disposition of portfolio securities.

(b) Provided that the Fund shall not be required to pay any
compensation other than as provided by the terms of this Agreement
and subject to the provisions of paragraph 6 hereof, the Manager
may obtain investment information, research or assistance from any
other person, firm or corporation to supplement, update or
otherwise improve its investment management services.

(c) So long as it shall have acted with due care and in good
faith, the Manager shall not be liable for any loss sustained by
reason of any investment, the adoption of any investment policy, or
the purchase, sale or retention of any security irrespective of
whether the determinations of the Manager relative thereto shall
have been based, wholly or partly, upon the investigation or
research of any other individual, firm or corporation believed by
it to be reliable. Nothing herein contained shall, however, be
construed to protect the Manager against any liability to the Fund
or its shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties under this
Agreement.

(d) Nothing in this Agreement shall prevent the manager or
any officer thereof from acting as investment adviser or performing
management services for any other person, firm or corporation and
shall not in any way limit or restrict the Manager or any of its
directors, officers, shareholders or employees from buying, selling
or trading any securities for its or their own account or for the
account of others for whom it or they may be acting, provided that
such activities will not adversely affect or otherwise impair the
performance by the Manager of its duties and obligations under this
Agreement, nor adversely affect the Fund.

3. OTHER DUTIES OF THE MANAGER.

The Manager shall, at its own expense, provide and supervise
the activities of all executive, administrative and clerical
personnel as shall be required to provide effective corporate
administration for the Fund, including the compilation and
maintenance of such records with respect to its operations as may
reasonably be required; the preparation and filing of such reports
with respect thereto as shall be required by the Commission, and
the laws of any state, territory or possession of the United States
or any foreign country; composition of periodic reports with
respect to its operations for the shareholders of the Fund;
composition of proxy materials for meetings of the Fund's
shareholders; and the composition of such registration statements
as may be required by federal securities laws and the laws of any
state, territory or possession of the United States or any foreign
country for continuous public sale of shares of the Fund. The
Manager shall, at its own cost and expense, provide such officers
for the Fund as the Fund's Board may request and shall also provide
the Fund's Directors, at their request, with adequate office space,
and normal office equipment and secretarial assistance as may be
necessary for them to perform their functions as such, and the
Manager shall, at its own cost and expense, calculate the daily net
asset value of the Fund's shares and maintain the Fund's general
accounting books and records. The cost and expenses of the Manager
set forth in this paragraph 3 do not include the transfer agent and
other costs and expenses set forth in paragraph 4 following.

4. ALLOCATION OF EXPENSES TO THE FUND.

All other costs and expenses not expressly assumed by the
Manager under this Agreement, or to be paid by the General
Distributor of the shares of the Fund, shall be paid by the Fund,
including but not limited to (i) interest and taxes; (ii) brokerage
commissions; (iii) insurance premiums on fidelity and other
coverage requisite to its operations; (iv) compensation and
expenses of its Directors except as qualified further in this
paragraph 4; (v) legal and audit expenses; (vi) custodian and
transfer agent fees and expenses; (vii) expenses incident to the
redemption of its shares; (viii) expenses incident to the issuance
of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as
hereinabove provided, incident to the registration of the Fund's
shares for public sale under federal securities laws or the laws of
any state, territory or possession of the United States or any
foreign country; (x) expenses of printing and mailing reports and
notices and proxy material to shareholders of the Fund; (xi) except
as noted in paragraph 3 hereof, all other expenses incidental to
holding meetings of the Fund's shareholders; and (xii) such
extraordinary non-recurring expenses as may arise, including
litigation, affecting the Fund and the legal obligation or right
which the Fund may have to indemnify its officers and Directors
with respect thereto unless the Fund has the right to recover said
indemnity payments from the Manager. Any officers or employees of
the Manager or any entity controlling, controlled by or under
common control with the Manager who may also serve as officers,
Directors or employees of the Fund shall not receive any
compensation by the Fund for their services.

5. COMPENSATION OF THE MANAGER.

The Fund agrees to pay the Manager and the Manager agrees to
accept as full compensation for the performance of all functions
and duties on its part to be performed pursuant to the provisions
hereof, a fee computed on the net asset value of the Fund as of the
close of each business day and payable monthly at the following
annual rates:

.75% of the first $100 million of net assets;
.70% of the next $100 million;
.65% of the next $100 million;
.60% of the next $100 million;
.55% of the next $100 million;
.50% of net assets in excess of $500 million.

6. PORTFOLIO TRANSACTIONS AND BROKERAGE.

(a) The Manager will render all services for the Fund in
connection with placing orders with brokers and dealers for the
purchase, sale or trade of securities for the Fund's portfolio.

(b) The Manager is authorized, in arranging the purchase and
sale of the Fund's portfolio securities, to employ or deal with
such members of securities exchanges, brokers or dealers
(hereinafter "broker-dealers"), including "affiliated" broker-
dealers (as that term is defined in the Investment Company Act), as
may, in its best judgment, implement the policy of the Fund to
obtain, at reasonable expense, the "best execution" (prompt and
reliable execution at the most favorable securities price
obtainable) of the Fund's portfolio transactions as well as to
obtain, consistent with provisions of subparagraph (c) of this
paragraph 6, the benefit of such investment information or research
as will be of significant assistance to the performance by the
Manager of its investment management functions.

(c) The Manager shall select broker-dealers to effect the
Fund's portfolio transactions on the basis of its estimate of their
ability to obtain best execution of particular and related
portfolio transactions. The abilities of a broker-dealer to obtain
best execution of particular portfolio transaction(s) will be
judged by the Manager on the basis of all relevant factors and
considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the
ability and willingness of the broker-dealer to facilitate the
Fund's portfolio transactions by, participating therein for its own
account; the importance to the Fund of speed, efficiency or
confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased or
sold; as well as any other matters relevant to the selection of a
broker-dealer for particular and related transactions of the Fund.

(d) The Manager shall have discretion, in the interests of
the Fund, to allocate brokerage on the Fund's portfolio
transactions to broker-dealers, other than an affiliated broker-
dealer, qualified to obtain best execution of such transactions and
who provide "brokerage and/or research services" (as such services
are defined in Section 28 (e) (3) of the Securities Exchange Act of
1934) for the Fund and/or other accounts for which the Manager
exercises "investment discretion" (as that term is defined in
Section 3 (a) (35) of the Securities Exchange Act of 1934) and to
cause the Fund to pay such broker-dealers a commission for
effecting a portfolio transaction for the Fund that is in excess of
the amount of commission another broker-dealer adequately qualified
to effect such transaction would have charged for effecting that
transaction, if the Manager determines, in good faith, that such
commission is reasonable in relation to the value of the brokerage
and/or research services provided by such broker-dealer, viewed in
terms of either that particular transaction or the Manager's
overall responsibilities with respect to the accounts as to which
it exercises investment discretion. In reaching such determination,
the Manager will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services
provided or being provided by such broker-dealer. In demonstrating
that such determinations were made in good faith, the Manager shall
be prepared to show that all commissions were allocated for
purposes contemplated by this Agreement and that the total
commissions paid by the Fund over a representative period selected
by the Fund's Directors were reasonable in relation to the benefits
to the Fund.

(e) The Manager shall have discretion in the interests of the
Fund and when consistent with the then effective rules of the
Commission and the National Association of Securities Dealers,
Inc., to consider the sales of shares of the Fund and other Funds
managed by the Manager and its affiliates as a factor in the
selection of broker-dealers to execute portfolio transactions for
the Fund. In doing so, the portfolio transactions must be (i)
consistent with obtaining the "best execution" of the Fund's
portfolio transactions (as defined in subparagraph (b) of this
paragraph), and (ii) the commissions paid to brokers selected
wholly or partly on this basis do not exceed the commissions
otherwise authorized by this Management Agreement.

(f) The Manager shall have no duty or obligation to seek
advance competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to select
any broker-dealer on the basis of its purported or "posted"
commission rate but will, to the best of its ability, endeavor to
be aware of the current level of the charges of eligible broker-
dealers and to minimize the expense incurred by, the Fund for
effecting its portfolio transactions to the extent consistent with
the interests and policies of the Fund as established by the
determinations of its Board of Directors and the provisions of this
paragraph 6.

(g) The Fund recognizes that an affiliated broker (i) may act
as one of the Fund's regular brokers so long as it is lawful for it
so to act; (ii) may be a major recipient of brokerage commissions
paid by the Fund, and (iii) may effect portfolio transactions for
the Fund only if the commissions, fees or other remuneration
received or to be received by it are determined in accordance with
procedures contemplated in any rule, regulation or order adopted
under the Investment Company Act for determining the permissible
level of such commissions.

7. USE OF NAME "OPPENHEIMER".

The Manager hereby grants to the Fund a royalty-free, non-
exclusive license to use the name "Oppenheimer" in the name of the
Fund for the duration of this Agreement and any extensions or
renewals thereof. To the extent necessary to protect the Manager's
rights to the name "Oppenheimer" under applicable law, such license
shall allow the Manager to inspect and, subject to control by the
Fund's Board, control the nature and quality of services offered by
the Fund under such name. Such license may, upon termination of
this Agreement, be terminated by the Manager, in which event the
Fund shall promptly take whatever action may be necessary to change
its name and discontinue any further use of the name "Oppenheimer"
in the name of the Fund or otherwise. The name "Oppenheimer" may be
used by the Manager in connection with any of its activities, or
licensed by the Manager to any other party.

8. DURATION.

This Agreement will take effect on the date first set forth
above and shall continue in effect until December 31, 1991, and
thereafter, from year to year, so long as such continuance shall be
approved at least annually by the Fund's Board of Directors,
including the vote of a majority of the Directors of the Fund who
are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting
on such approval, or by the holders of a majority of the
outstanding voting securities of the Fund and by such a vote of the
Fund's Board of Directors.

9. TERMINATION.

This Agreement may be terminated (i) by the Manager at any time
without penalty by giving sixty days' written notice (which notice
may be waived by the Fund); or (ii) by the Fund at any time without
penalty upon sixty days' written notice to the Manager (which
notice may be waived by the Manager), provided that such
termination by the Fund shall be directed or approved by the Board
of Directors of the Fund or by the vote of the holders of a
majority of the outstanding voting securities of the Fund.

10. ASSIGNMENT OR AMENDMENT.

This Agreement may not be amended or the rights of the Manager
thereunder sold, transferred, pledged or otherwise in any manner
encumbered without the affirmative vote or written consent of the
holders of the majority of the outstanding voting securities of the
Fund; this Agreement shall automatically and immediately terminate
in the event of its assignment.

11. DEFINITIONS.

The terms and provisions of this Agreement shall be interpreted
and defined in a manner consistent with the provisions and
definitions of the Investment Company Act and other applicable
laws.

ATTEST: OPPENHEIMER TOTAL RETURN FUND, INC.

/s/ Sara L. Badler By: /s/ Robert G. Galli
- ------------------- -----------------------------------
Sara L. Badler Robert G. Galli, Vice President

ATTEST: OPPENHEIMER MANAGEMENT CORPORATION

/s/ Sara L. Badler By: /s/ Katherine P. Feld
- ------------------- -----------------------------------
Sara L. Badler Katherine P. Feld, Secretary

advisory\420

<PAGE>

Exhibit B

<TABLE>
<CAPTION>
Approximate
Net Assets as
of 12/31/96 Advisory Fee Rate as % of
Name of Fund ($ Millions) Average Annual Net Assets
<S> <C> <C>
Oppenheimer Total Return $2,615.1 .75% of the first $100 million of average
Fund, Inc. annual net assets,
.70% of the next $100 million,
Oppenheimer Equity Income $2,678.3 .65% of the next $100 million,
Fund .60% of the next $100 million,
.55% of the next $100 million, and
.50% of average annual net assets in excess
of $500 million

Oppenheimer Main Street $6,809.1 .65% of the first $200 million of average
Income & Growth Fund, annual net assets,
a series of Oppenheimer .60% of the next $150 million,
Main Street Fund, Inc. .55% of the next $150 million, and
.45% of average annual net assets in excess
of $500 million

Oppenheimer Growth & Income $46.9 .72% of the first $200 million of average
Fund, a series of Oppenheimer annual net assets,
Variable Account Funds .75% of the next $200 million,
.69% of the next $200 million,
.66% of the next $200 million, and
Oppenheimer Multiple $484.3 .60% of average annual net assets in excess
Strategies Fund, a series of of $800 million
Oppenheimer Variable
Account Funds

Oppenheimer Multiple Strategies $308.6 0.75% of the first $200 million of average
Fund (formerly "Oppenheimer annual net assets,
Asset Allocation Fund") 0.72% of the next $200 million,
0.69% of the next $200 million,
0.66% of the next $200 million, and
0.60% of average annual net assets in
excess of $800 million
</TABLE>