OPPENHEIMER TOTAL RETURN FUND
Supplement dated August 1, 1997 to the
Statement of Additional Information dated April 18, 1997
The Statement of Additional Information is amended as follows:
1. The second biographical paragraph in the section "How the Fund
is Managed " on page 17 for Diane Sobin is replaced with the
following:
John P. Doney, Vice President and Portfolio Manager
Vice President of the Manager; formerly Senior Vice President and
Chief Investment Officer - Equities of National Securities &
Research Corporation (mutual fund adviser) and Vice President of
the National Affiliated Investment Companies.
August 1, 1997 PX0420.004
<PAGE>
OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated August 1, 1997 to the
Prospectus dated April 18, 1997
The Prospectus is changed as follows:
1. This Prospectus Supplement replaces Prospectus Supplement
dated May 1, 1997.
2. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is replaced with the following:
(1) If you invest $1 million or more
($500,000 or more for purchases by "Retirement
Plans", as defined in "Class A Contingent
Deferred Sales Charge" on page 33) in Class A
shares, you may have to pay a sales charge of
up to 1% if you sell your shares within 12
calendar months (18 months for shares
purchased prior to May 1, 1997) from the end
of the calendar month during which you
purchased those shares. See "How to Buy
Shares - Buying Class A Shares", below.
3. The forth sentence in the sub-section captioned "Who Manages
the Fund" in "A Brief Overview of the Fund" on page 6 is revised to
read as follows:
The Fund's portfolio managers are Bruce Bartlett and John
Doney , who are employed by the Manager.
4. The sub-section captioned "Portfolio Manager" in "How the Fund
is Managed-The Manager and Its Affiliates" on page 22 is revised as
follows:
Effective July 18, 1997, the Fund's portfolio managers are
Bruce Bartlett and John Doney. Messrs. Bartlett and Doney are the
persons primarily responsible for the day-to-day management of the
Fund's portfolio. Each of them is a Vice President of the Manager
and serves as a Vice President and Portfolio Manager of the Fund.
Mr. Bartlett was previously a Vice President and Senior Portfolio
Manager with First of America Investment Corporation. Mr. Doney
was previously Senior Vice President and Chief Investment Officer -
Equities of National Securities & Research Corporation (mutual fund
adviser) and Vice President of the National Affiliated Investment
Companies.
5. The second sentence in "Class A Shares" under "Classes of
Shares" on page 28 is replaced by the following:
If you purchase Class A shares as part of an investment of at
least $1 million ($500,000 for Retirement Plans) in shares of
one or more Oppenheimer funds, you will not pay an initial
sales charge, but if you sell any of those shares within 12
months of buying them (18 months if the shares were purchased
prior to May 1, 1997), you may pay a contingent deferred sales
charge.
6. The following sentence is added to the end of "Which Class of
Shares Should You Choose? - How Does It Affect Payments To My
Broker?" on page 31:
The Distributor may pay additional periodic compensation from
its own resources to securities dealers or financial
institutions based upon the value of shares of the Fund owned
by the dealer or financial institution for its own account or
for its customers.
7. The first sentence in the second paragraph of "Buying Class A
Shares - Class A Contingent Deferred Sales Charge" on page 33 is
replaced by the following:
The Distributor pays dealers of record commission on
those purchases in an amount equal to (i) 1.0% for non-Retirement Plan
accounts, and (ii) for Retirement Plan
accounts, 1.0% of the first $2.5 million, plus 0.50% of
the next $2.5 million, plus 0.25% of purchases over $5
million, calculated on a calendar year basis.
8. In the third paragraph of "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 33, the first sentence is
replaced by the following:
If you redeem any of those shares purchased prior to May
1, 1997, within 18 months of the end of the calendar
month of their purchase, a contingent deferred sales
charge (called the "Class A contingent deferred sales
charge") may be deducted from the redemption proceeds.
A Class A contingent deferred sales charge may be
deducted from the redemption proceeds of any of those
shares purchased on or after May 1, 1997 that are
redeemed within 12 months of the end
of the calendar month of their purchase.
9. The third sub-paragraph in "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" on page 37 is
replaced by the following:
if, at the time of purchase of shares (prior to
May 1, 1997) the dealer agreed in writing to accept the
dealer's portion of the sales commission in installments
of 1/18th of the commission per month (and no further
commission will be payable if the shares are redeemed
within 18 months of purchase);
if, at the time of purchase of shares (on or
after May 1, 1997) the dealer agrees in writing to accept
the dealer's portion of the sales commission in
installments of 1/12th of the commission per month (and
no further commission will be payable if the shares are
redeemed within 12 months of purchase);
10. The last two sub-paragraphs at the end of "Waivers of the
Class A Contingent Deferred Sales Charge for Certain Redemptions"
on page 36 are hereby revised to read as follows:
for distributions from Retirement Plans having
500 or more eligible participants, except distributions
due to termination of all of the Oppenheimer funds as an
investment option under the Plan; and
for distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
11. The following sentence is added as a new fourth sentence to
the fifth paragraph in "Distribution and Service Plans for Class B
and Class C Shares" on page 40:
If a dealer has a special agreement with the Distributor,
the Distributor will pay the Class B service fee and the
asset-based sales charge to the dealer quarterly in lieu
of paying the sales commission and service fee advance at
the time of purchase.
12. The following sentence is added to the end of the fifth
paragraph of "Distribution and Service Plans for Class B and Class
C shares" on page 40:
If a dealer has a special agreement with the
Distributor, the Distributor shall pay the Class C
service fee and asset-based sales charge to the dealer
quarterly in lieu of paying the sales commission and
service fee advance at the time of purchase.
13. The introductory phrase in the sixth sub-paragraph of "Waivers
for Redemptions of Shares in Certain Cases" in "Waivers of Class B
and Class C Sales Charges" on page 41 is replaced with the
following:
distributions from OppenheimerFunds prototype
401(k) plans and from certain Massachusetts Mutual Life
Insurance Company prototype 401(k) plans.
14. The section captioned "Special Investor Services" is revised
by adding the following after the sub-section captioned "PhoneLink"
on page 41:
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to
the Transfer Agent by fax (telecopier). Please call 1-800-525-7048 for
information about which transactions are
included. Transaction requests submitted by fax are
subject to the same rules and restrictions as written and
telephone requests described in this Prospectus.
August 1, 1997 PS0420.013
<PAGE>
OPPENHEIMERFUNDS, INC.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
August 6, 1997
Securities and Exchange Commission
OFICS Filer Support
Mail Stop 0-7, SEC Operations Center
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Total Return Fund, Inc.
Reg. No. 811-490; File No. 2-11052
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby being made under
Rule 497(e) of the Securities Act of 1933 on behalf of Oppenheimer
Total Return Fund, Inc.. This filing consists of a Prospectus
supplement and a Statement of Additional Information supplement
dated August 1, 1997, to the Prospectus and Statement of Additional
Information dated April 18, 1997.
Any questions regarding this submission are to be
directed to the attention of the undersigned.
Very truly yours,
/s/ Kathleen T. Ives
--------------------
Kathleen T. Ives
Assistant Counsel
(303) 768-3331
cc: Myer, Swanson, Adams & Wolf, P.C.
Deloitte & Touche LLP
NASD, Inc.
Gloria LaFond
Grace Loffredo
prosp/420stk.mem
