OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated May 15, 1998 to the
Prospectus dated April 30, 1998
The Prospectus dated April 30, 1998 is changed as follows effective June 1,
1998:
1. Footnote number 1 under the table entitled "Shareholder Transaction Expenses"
on page 4 is modified to read as follows:
(1) If you invest $1 million or more ($500,000 or more for purchases
"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 18 calendar months 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 of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 28 is modified to read as
follows:
If you purchase Class A shares as part of an investment of at least $1
million (up to $500,000 for purchases 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 18 months of buying them, you
may pay a contingent deferred sales charge, described below.
3. The first sub-paragraph of the section entitled "Buying Class A Shares-Class
A Contingent Deferred Sales Charge" on page 33 is modified to read as follows:
o Purchases by a Retirement Plan qualified under section 401(a) or
401(k) of the Internal Revenue Code if the Retirement Plan has total plan
assets of $500,000 or more;
4. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent Deferred Sales Charge" on page 34 are
modified to read as follows:
If you redeem any Class A shares subject to the contingent deferred sales
charge described above 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 different holding period may apply to shares purchased prior
to June 1, 1998.)
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5. The second sentence of the fifth paragraph of the section entitled "Buying
Class A Shares- Class A Contingent Deferred Sales Charge" on page 34 is modified
to read as follows:
However, if the shares acquired by exchange are redeemed within 18 months
of the end of the calendar month of the purchase of the exchanged shares,
the contingent deferred sales charge will apply. (A different holding
period may apply to shares purchased prior to June 1, 1998.)
6. The paragraph entitled "Special Arrangements With Dealers" on page 34 is
hereby deleted.
7. The following sub-paragraphs under the heading "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" of the section
entitled "Waivers of Class A Sales Charges" on page 37 are deleted:
o 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);
o if, at the time of purchase of shares (on or after May 1, 1997)
the dealer agreed 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);
May 15, 1998 PS0420.014
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OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated May 15, 1998 to the
Statement of Additional Information dated April 30, 1998
The Statement of Additional Information dated April 30, 1998 is changed as
follows effective June 1, 1998:
1. The second sentence of the fourth paragraph in the section entitled "How To
Exchange Shares" on page 51 is revised to read as follows:
However, if you redeem Class A shares of the Fund that were acquired by
exchange of Class A shares of other Oppenheimer funds purchased subject to
a Class A contingent deferred sales charge within 18 months of the end of
the calendar month of the purchase of the exchanged Class A shares, the
Class A contingent deferred sales charge is imposed on the redeemed shares
(see "Class A Contingent Deferred Sales Charge" in the Prospectus). (A
different holding period may apply to shares purchased prior to June 1,
1998.)
May 15, 1998 PX0300.005
