OPPENHEIMER TOTAL RETURN FUND, INC.
                                      Class A Share Certificate (8-1/2" x 11")
                                      ----------------------------------------

I.      FACE OF CERTIFICATE (All text and other matter lies within
        -------------------
        8-1/4" x 10-3/4" decorative border, 5/16" wide)

(upper left corner, box with heading: NUMBER [of shares]

                                            (upper right corner)  [share certificate no.] XX-000000

                                            (upper right box, CLASS A SHARES below cert. no.)

                                              (centered below boxes)
                                        OPPENHEIMER TOTAL RETURN FUND, INC.
                                        -----------------------------------
                               INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

(at left)  THIS IS TO CERTIFY THAT                            (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
                                                              (box with number) CUSIP 683808 109

(at left)  is the owner of

        (centered) FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH
                   -----------------------------------------------------------------------------------------------
                                      OF OPPENHEIMER TOTAL RETURN FUND, INC.
                                      --------------------------------------
        (hereinafter  called the  "Corporation"),  transferable  only on the books of the Corporation by the holder
        hereof in person or by duly authorized  attorney,  upon surrender of this  certificate  properly  endorsed.
        This  certificate  and the shares  represented  hereby  are issued and shall be held  subject to all of the
        provisions of the Articles of  Incorporation  of the  Corporation  to all of which the holder by acceptance
        hereof assents.  This certificate is not valid until countersigned by the Transfer Agent.

        WITNESS the facsimile seal of the Corporation and the signatures of its duly authorized officers.

        (signature                          Dated:            (signature
        at left of seal)                                      at right of seal)
        /s/ Brian W. Wixted                                   /s/ Robert G. Zack

        TREASURER                                    SECRETARY

                                               (centered at bottom)
                                    1-1/2" diameter facsimile seal with legend
                                        OPPENHEIMER TOTAL RETURN FUND, INC.
                                                       SEAL
                                                       1979
                                                     MARYLAND
(at lower right, printed vertically)                 Countersigned
                                                     OPPENHEIMERFUNDS SERVICES
                                                     [A DIVISION OF OPPENHEIMERFUNDS, INC.]
                                                     Denver (CO.) Transfer Agent

                                                     By ____________________________
                                                              Authorized Signature

II.      BACK OF CERTIFICATE (text reads from top to bottom of 11" dimension)
         -------------------

         The  following  abbreviations,  when used in the  inscription  on the face of this  certificate,  shall be
construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not as tenants in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                                     (Cust)                             (Minor)

                                            UNDER UGMA/UTMA ___________________
                                                                                (State)

Additional abbreviations may also be used though not on above list.
For Value Received ................ hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)


(Please print or type name and address of assignee)

________________________________________________Class  A Shares of beneficial  interest  represented  by the within
certificate,  and do hereby  irrevocably  constitute and appoint  ___________________________  Attorney to transfer
the said shares on the books of the within named Fund with full power of substitution in the premises.

Dated: ______________________

                                            Signed: __________________________

                                                     -----------------------------------
                                                     (Both must sign if joint owners)


                                                     Signature(s) __________________________
                                                     guaranteed        Name of Guarantor

                                                     by:
                                                                   Signature of
                                                                   Officer/Title

(text printed                       NOTICE: The signature(s) to this assignment must correspond
vertically to right                 correspond with the name(s) as written upon the face of the
of above paragraph                  certificate in every particular without alteration or enlargement
                                    or any change whatever.

(text printed in                    Signatures must be guaranteed by a financial
box to left of                      institution of the type described in the current
signature(s))                       prospectus of the Fund.


PLEASE NOTE:  This document  contains a watermark  OppenheimerFunds  when viewed at an angle. It is invalid without
this "four hands" watermark: logotype




                                      THIS SPACE MUST NOT BE COVERED IN ANY WAY

                                         OPPENHEIMER TOTAL RETURN FUND, INC.
                                      Class B Share Certificate (8-1/2" x 11")
                                      ----------------------------------------

I.      FACE OF CERTIFICATE (All text and other matter lies within
        -------------------
        8-1/4" x 10-3/4" decorative border, 5/16" wide)

(upper left corner, box with heading: NUMBER [of shares]

                                            (upper right corner)  [share certificate no.] XX-000000

                                            (upper right box, CLASS B SHARES below cert. no.)

                                              (centered below boxes)
                                        OPPENHEIMER TOTAL RETURN FUND, INC.
                                        -----------------------------------
                               INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

(at left)  THIS IS TO CERTIFY THAT                            (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
                                                              (box with number) CUSIP 683808 109

(at left)  is the owner of

        (centered) FULLY PAID AND NON-ASSESSABLE CLASS B SHARES OF CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH
                   -----------------------------------------------------------------------------------------------
                                      OF OPPENHEIMER TOTAL RETURN FUND, INC.
                                      --------------------------------------
        (hereinafter  called the  "Corporation"),  transferable  only on the books of the Corporation by the holder
        hereof in person or by duly authorized  attorney,  upon surrender of this  certificate  properly  endorsed.
        This  certificate  and the shares  represented  hereby  are issued and shall be held  subject to all of the
        provisions of the Articles of  Incorporation  of the  Corporation  to all of which the holder by acceptance
        hereof assents.  This certificate is not valid until countersigned by the Transfer Agent.

        WITNESS the facsimile seal of the Corporation and the signatures of its duly authorized officers.

        (signature                          Dated:            (signature
        at left of seal)                                      at right of seal)
        /s/ Brian W. Wixted                                   /s/ Robert G. Zack

        TREASURER                                    SECRETARY

                                               (centered at bottom)
                                    1-1/2" diameter facsimile seal with legend
                                        OPPENHEIMER TOTAL RETURN FUND, INC.
                                                       SEAL
                                                       1979
                                                     MARYLAND
(at lower right, printed vertically)                 Countersigned
                                                     OPPENHEIMERFUNDS SERVICES
                                                     [A DIVISION OF OPPENHEIMERFUNDS, INC.]
                                                     Denver (CO.) Transfer Agent

                                                     By ____________________________
                                                              Authorized Signature

II.      BACK OF CERTIFICATE (text reads from top to bottom of 11" dimension)
         -------------------

         The  following  abbreviations,  when used in the  inscription  on the face of this  certificate,  shall be
construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not as tenants in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                                     (Cust)                             (Minor)

                                            UNDER UGMA/UTMA ___________________
                                                                                (State)

Additional abbreviations may also be used though not on above list.
For Value Received ................ hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)


(Please print or type name and address of assignee)

________________________________________________Class  B Shares of beneficial  interest  represented  by the within
certificate,  and do hereby  irrevocably  constitute and appoint  ___________________________  Attorney to transfer
the said shares on the books of the within named Fund with full power of substitution in the premises.

Dated: ______________________

                                            Signed: __________________________

                                                     -----------------------------------
                                                     (Both must sign if joint owners)


                                                     Signature(s) __________________________
                                                     guaranteed        Name of Guarantor

                                                     by:
                                                                   Signature of
                                                                   Officer/Title

(text printed                       NOTICE: The signature(s) to this assignment must correspond
vertically to right                 correspond with the name(s) as written upon the face of the
of above paragraph                  certificate in every particular without alteration or enlargement
                                    or any change whatever.

(text printed in                    Signatures must be guaranteed by a financial
box to left of                      institution of the type described in the current
signature(s))                       prospectus of the Fund.


PLEASE NOTE:  This document  contains a watermark  OppenheimerFunds  when viewed at an angle. It is invalid without
this "four hands" watermark: logotype




                                      THIS SPACE MUST NOT BE COVERED IN ANY WAY

                                         OPPENHEIMER TOTAL RETURN FUND, INC.
                                      Class C Share Certificate (8-1/2" x 11")
                                      ----------------------------------------

I.      FACE OF CERTIFICATE (All text and other matter lies within
        -------------------
        8-1/4" x 10-3/4" decorative border, 5/16" wide)

(upper left corner, box with heading: NUMBER [of shares]

                                            (upper right corner)  [share certificate no.] XX-000000

                                            (upper right box, CLASS C SHARES below cert. no.)

                                              (centered below boxes)
                                        OPPENHEIMER TOTAL RETURN FUND, INC.
                                        -----------------------------------
                               INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

(at left)  THIS IS TO CERTIFY THAT                            (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
                                                              (box with number) CUSIP 683808 109

(at left)  is the owner of

        (centered) FULLY PAID AND NON-ASSESSABLE CLASS C SHARES OF CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH
                   -----------------------------------------------------------------------------------------------
                                      OF OPPENHEIMER TOTAL RETURN FUND, INC.
                                      --------------------------------------
        (hereinafter  called the  "Corporation"),  transferable  only on the books of the Corporation by the holder
        hereof in person or by duly authorized  attorney,  upon surrender of this  certificate  properly  endorsed.
        This  certificate  and the shares  represented  hereby  are issued and shall be held  subject to all of the
        provisions of the Articles of  Incorporation  of the  Corporation  to all of which the holder by acceptance
        hereof assents.  This certificate is not valid until countersigned by the Transfer Agent.

        WITNESS the facsimile seal of the Corporation and the signatures of its duly authorized officers.

        (signature                          Dated:            (signature
        at left of seal)                                      at right of seal)
        /s/ Brian W. Wixted                                   /s/Robert G. Zack

        TREASURER                                    SECRATARY

                                               (centered at bottom)
                                    1-1/2" diameter facsimile seal with legend
                                        OPPENHEIMER TOTAL RETURN FUND, INC.
                                                       SEAL
                                                       1979
                                                     MARYLAND
(at lower right, printed vertically)                 Countersigned
                                                     OPPENHEIMERFUNDS SERVICES
                                                     [A DIVISION OF OPPENHEIMERFUNDS, INC.]
                                                     Denver (CO.) Transfer Agent

                                                     By ____________________________
                                                              Authorized Signature

II.      BACK OF CERTIFICATE (text reads from top to bottom of 11" dimension)
         -------------------

         The  following  abbreviations,  when used in the  inscription  on the face of this  certificate,  shall be
construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not as tenants in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                                     (Cust)                             (Minor)

                                            UNDER UGMA/UTMA ___________________
                                                                                (State)

Additional abbreviations may also be used though not on above list.
For Value Received ................ hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)


(Please print or type name and address of assignee)

________________________________________________Class  C Shares of beneficial  interest  represented  by the within
certificate,  and do hereby  irrevocably  constitute and appoint  ___________________________  Attorney to transfer
the said shares on the books of the within named Fund with full power of substitution in the premises.

Dated: ______________________

                                            Signed: __________________________

                                                     -----------------------------------
                                                     (Both must sign if joint owners)


                                                     Signature(s) __________________________
                                                     guaranteed        Name of Guarantor

                                                     by:
                                                                   Signature of
                                                                   Officer/Title

(text printed                       NOTICE: The signature(s) to this assignment must correspond
vertically to right                 correspond with the name(s) as written upon the face of the
of above paragraph                  certificate in every particular without alteration or enlargement
                                    or any change whatever.

(text printed in                    Signatures must be guaranteed by a financial
box to left of                      institution of the type described in the current
signature(s))                       prospectus of the Fund.


PLEASE NOTE:  This document  contains a watermark  OppenheimerFunds  when viewed at an angle. It is invalid without
this "four hands" watermark: logotype




                                      THIS SPACE MUST NOT BE COVERED IN ANY WAY

                                         OPPENHEIMER TOTAL RETURN FUND, INC.
                                      Class N Share Certificate (8-1/2" x 11")


I.       FRONT OF CERTIFICATE (All text and other matter lies within 8-1/4"                               x
         --------------------
10-3/4" decorative border, 5/16" wide)

(upper left corner, box with heading: NUMBER [of shares])
                                                 (upper right corner)  [share certificate no.] XX-000000
                                                 (upper right box, CLASS N SHARES below cert. no.)
                                                 (centered below boxes)

                                        OPPENHEIMER TOTAL RETURN FUND, INC.
                                              A MARYLAND CORPORATION

(at left)  THIS IS TO CERTIFY THAT                                     (at right) SEE REVERSE FOR
                                                                                CERTAIN DEFINITIONS
                                                                       (box with number) CUSIP

(at left)  is the owner of

                            (centered) FULLY PAID CLASS N SHARES OF BENEFICIAL INTEREST

                                        OPPENHEIMER TOTAL RETURN FUND, INC.
                                        -----------------------------------

         (hereinafter  called  the  "Fund"),  transferable  only on the books of the Fund by the  holder  hereof in
         person or by duly  authorized  attorney,  upon  surrender  of this  certificate  properly  endorsed.  This
         certificate  and the  shares  represented  hereby  are  issued  and  shall be held  subject  to all of the
         provisions of the Articles of  Incorporation  of the Fund to all of which the holder by acceptance  hereof
         assents.  This certificate is not valid until countersigned by the Transfer Agent.

         WITNESS the facsimile seal of the Fund and the signatures of its duly authorized officers.

(at left of seal) Dated:                                               (at right of seal)

(signature)                                                            (signature)

/s/  Brian W. Wixted                                                   /s/ Robert G. Zack
-----------------------                                       -------------------
TREASURER                                                              SECRETARY



                                                (centered at bottom)
                                           1-1/2" diameter facsimile seal
                                                    with legend

                                         OPPENHEIMER TOTAL RETURN FUND, INC.
                                                        SEAL
                                                        1979
                                                  STATE OF MARYLAND


(at lower right, printed vertically)                 Countersigned
                                                     OPPENHEIMERFUNDS SERVICES
                                                     [A DIVISION OF OPPENHEIMERFUNDS, INC.]
                                                     Denver (CO.) Transfer Agent

                                                     By ____________________________
                                                              Authorized Signature


II.      BACK OF CERTIFICATE (text reads from top to bottom of 11" dimension)
         -------------------

         The  following  abbreviations,  when used in the  inscription  on the face of this  certificate,  shall be
construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC -       as joint tenants with
                                    rights of survivorship and not
                                    as tenants in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                                     (Cust)                             (Minor)
UNDER UGMA/UTMA ___________________
                                    (State)


Additional abbreviations may also be used though not on above list.

For Value Received ................ hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)

(Please print or type name and address of assignee)

________________________________________________Class  N Shares of beneficial  interest  represented  by the within
certificate,  and do hereby  irrevocably  constitute and appoint  ___________________________  Attorney to transfer
the said shares on the books of the within named Fund with full power of substitution in the premises.

Dated: ______________________

                                            Signed: __________________________

                                                     -----------------------------------
                                                     (Both must sign if joint owners)

                                                     Signature(s) __________________________
                                                     guaranteed        Name of Guarantor
                                                     by:         _____________________________
                                                                       Signature of
                                                                       Officer/Title


(text printed                       NOTICE: The signature(s) to this assignment must correspond
vertically to right                 with the name(s) as written upon the face of the certificate
of above paragraph)                 in every particular without alteration or enlargement
                                    or any change whatever.

(text printed in                    Signatures must be guaranteed by a financial
box to left of                      institution of the type described in the current
signature(s))                       prospectus of the Fund.

PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle.  It is invalid without this "four hands" watermark: logotype




                                      THIS SPACE MUST NOT BE COVERED IN ANY WAY

                                         OPPENHEIMER TOTAL RETURN FUND, INC.
                                      Class Y Share Certificate (8-1/2" x 11")
                                      ----------------------------------------

I.      FACE OF CERTIFICATE (All text and other matter lies within
        -------------------
        8-1/4" x 10-3/4" decorative border, 5/16" wide)

(upper left corner, box with heading: NUMBER [of shares]

                                            (upper right corner)  [share certificate no.] XX-000000

                                            (upper right box, CLASS Y SHARES below cert. no.)

                                              (centered below boxes)
                                        OPPENHEIMER TOTAL RETURN FUND, INC.
                                        -----------------------------------
                               INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

(at left)  THIS IS TO CERTIFY THAT                            (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
                                                              (box with number) CUSIP 683808 109

(at left)  is the owner of

        (centered) FULLY PAID AND NON-ASSESSABLE CLASS Y SHARES OF CAPITAL STOCK WITH THE PAR VALUE OF $.001 EACH
                   -----------------------------------------------------------------------------------------------
                                      OF OPPENHEIMER TOTAL RETURN FUND, INC.
                                      --------------------------------------
        (hereinafter  called the  "Corporation"),  transferable  only on the books of the Corporation by the holder
        hereof in person or by duly authorized  attorney,  upon surrender of this  certificate  properly  endorsed.
        This  certificate  and the shares  represented  hereby  are issued and shall be held  subject to all of the
        provisions of the Articles of  Incorporation  of the  Corporation  to all of which the holder by acceptance
        hereof assents.  This certificate is not valid until countersigned by the Transfer Agent.

        WITNESS the facsimile seal of the Corporation and the signatures of its duly authorized officers.

        (signature                          Dated:            (signature
        at left of seal)                                      at right of seal)
        /s/ Brian W. Wixted                                   /s/ Robert G. Zack

        TREASURER                                    SECRETARY

                                               (centered at bottom)
                                    1-1/2" diameter facsimile seal with legend
                                        OPPENHEIMER TOTAL RETURN FUND, INC.
                                                       SEAL
                                                       1979
                                                     MARYLAND
(at lower right, printed vertically)                 Countersigned
                                                     OPPENHEIMERFUNDS SERVICES
                                                     [A DIVISION OF OPPENHEIMERFUNDS, INC.]
                                                     Denver (CO.) Transfer Agent

                                                     By ____________________________
                                                              Authorized Signature

II.      BACK OF CERTIFICATE (text reads from top to bottom of 11" dimension)
         -------------------

         The  following  abbreviations,  when used in the  inscription  on the face of this  certificate,  shall be
construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not as tenants in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                                     (Cust)                             (Minor)

                                            UNDER UGMA/UTMA ___________________
                                                                                (State)

Additional abbreviations may also be used though not on above list.
For Value Received ................ hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)


(Please print or type name and address of assignee)

________________________________________________Class  Y Shares of beneficial  interest  represented  by the within
certificate,  and do hereby  irrevocably  constitute and appoint  ___________________________  Attorney to transfer
the said shares on the books of the within named Fund with full power of substitution in the premises.

Dated: ______________________

                                            Signed: __________________________

                                                     -----------------------------------
                                                     (Both must sign if joint owners)


                                                     Signature(s) __________________________
                                                     guaranteed        Name of Guarantor

                                                     by:
                                                                   Signature of
                                                                   Officer/Title

(text printed                       NOTICE: The signature(s) to this assignment must correspond
vertically to right                 correspond with the name(s) as written upon the face of the
of above paragraph                  certificate in every particular without alteration or enlargement
                                    or any change whatever.

(text printed in                    Signatures must be guaranteed by a financial
box to left of                      institution of the type described in the current
signature(s))                       prospectus of the Fund.


PLEASE NOTE:  This document  contains a watermark  OppenheimerFunds  when viewed at an angle. It is invalid without
this "four hands" watermark: logotype




                                      THIS SPACE MUST NOT BE COVERED IN ANY WAY