OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated May 1, 1997 to the
Prospectus dated April 18, 1997
The Prospectus is changed as follows:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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);
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
May 1, 1997 PS0420.012
