OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated September 25, 1998 to the
Statement of Additional Information dated April 30, 1998
The Statement of Additional Information is revised as follows:
1. The Supplement dated May 15, 1998 is replaced by this Supplement.
2. The following paragraph is added below the paragraph titled, "Risks of
Foreign Investing" on page 2:
|_| Risks of Conversion to Euro. On January 1, 1999, eleven countries
in the European Monetary Union will adopt the euro as their official currency.
However, their current currencies (for example, the franc, the mark, and the
lire) will also continue in use until January 1, 2002. After that date, it is
expected that only the euro will be used in those countries. A common currency
is expected to confer some benefits in those markets, by consolidating the
government debt market for those countries and reducing some currency risks and
costs. But the conversion to the new currency will affect the Fund operationally
and also has potential risks, some of which are listed below. Among other
things, the conversion will affect:
o issuers in which the Fund invests, because of changes in the
competitive environment from a consolidated currency market and
greater operational costs from converting to the new currency. This
might depress stock values.
o vendors the Fund depends on to carry out its business, such as its
Custodian (which holds the foreign securities the Fund buys), the
Manager (which must price the Fund's investments to deal with the
conversion to the euro) and brokers, foreign markets and securities
depositories. If they are not prepared, there could be delays in
settlements and additional costs to the Fund. o exchange contracts and
derivatives that are outstanding during the transition to the euro. The
lack of currency rate calculations between the affected currencies and
the need to update the Fund's contracts could pose extra costs to the
Fund.
The Manager is upgrading (at its expense) its computer and bookkeeping systems
to deal with the conversion. The Fund's Custodian has advised the Manager of its
plans to deal with the conversion, including how it will update its record
keeping systems and handle the redenomination of outstanding foreign debt. The
Fund's portfolio manager will also monitor the effects of the conversion on the
issuers in which the Fund invests. The possible effect of these factors on the
Fund's investments cannot be determined with certainty at this time, but they
may reduce the value of some of the Fund's holdings and increase its operational
costs.
3. 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.)
September 25, 1998 PX0420.006
