PSP TOTAL RETURN FUND 485B 2002

EX-99 5 psp485b42002.htm PSP - 485B TOTAL RETURN FUND PSP TOTAL RETURN FUND 485B 2002

Oppenheimer
Total Return Fund, Inc.

Prospectus dated April 30, 2002

Oppenheimer Total Return Fund, Inc. is a mutual
fund that seeks high total return, which includes
capital appreciation in the value of its shares as
well as income. It emphasizes investment in common
stocks of medium and large capitalization
companies.
This Prospectus contains important information
about the Fund's objective, its investment
policies, strategies and risks. It also contains
important information about how to buy and sell
shares of the Fund and other account features.
Please read this Prospectus carefully before you
invest and keep it for future reference about your
account.
As with all mutual funds, the Securities and
Exchange Commission has not approved or disapproved
the Fund's securities nor has it determined that
this Prospectus is accurate or complete. It is a
criminal offense to represent otherwise.

1234

CONTENTS

ABOUT THE FUND
-------------------------------------------------------------------------------------------------------------------

The Fund's Investment Objective and Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

ABOUT YOUR ACCOUNT
-------------------------------------------------------------------------------------------------------------------

How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class N Shares
Class Y Shares

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Retirement Plans

How to Sell Shares
By Mail
By Telephone

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends, Capital Gains and Taxes

Financial Highlights

A B O U T T H E F U N D

The Fund's Investment Objective and Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks high total return.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in equity securities for the purpose of seeking
capital appreciation, but may also invest in debt securities to seek income when economic conditions are
appropriate. Equity securities such as common stocks, preferred stocks and securities convertible into common
stocks are held by the Fund for capital growth, while stocks that pay dividends or debt securities such as
corporate bonds, notes and debentures and U.S. government securities are held for income purposes. Most of the
Fund's equity investments are common stocks.

The Fund does not allocate its investments among equity and debt securities in any fixed ratio, and the
relative allocation will vary over time, depending on where the best opportunities are to pursue total return
according to the judgment of the Fund's investment Manager, OppenheimerFunds, Inc. At certain times, the Fund may
be invested predominantly in equity securities. While the Fund does not limit its investments to securities of
issuers in a particular capitalization range or ranges, the Fund's equity investments primarily are in medium and
large capitalization issuers, defined as $2.5 billion or more.

HOW DO THE PORTFOLIO MANAGERS DECIDE WHAT SECURITIES TO BUY OR SELL? In selecting securities for purchase or sale
by the Fund, the Fund's portfolio managers use an investment process that combines both "value" and "growth"
investment styles. They use a value strategy to find issuers whose securities are believed to be undervalued in
the marketplace, in relation to factors such as the ratio of the stock's price to the issuer's earnings. A lower
price/earnings ratio would suggest an undervalued stock. A growth investing style encompasses a search for
companies whose stock price is expected to increase at a greater rate than the overall market. These issuers may
be entering a growth phase, marked by increases in earnings, sales, cash flows, or other factors, which suggest
that the stock may increase in value over time.

The portfolio managers construct the portfolio using a "bottom up" approach, focused on the fundamental
prospects of individual companies and issuers, rather than on broad economic trends affecting entire markets and
industries. The portfolio managers focus on factors that may vary over time and in particular cases. Currently
they look for:

o Individual stocks that are attractive based on fundamental stock analysis and company characteristics;
o Growth stocks having high earnings potential and earnings and sales momentum;
o Dividend-paying common stocks of established companies for income;
o Stocks with a longer time horizon of investment between 3 to 5 years.

The portfolio managers monitor individual issuers for changes in profit margins or slowing revenues that
might affect future cash flows or growth. The existence of these changes in a particular case may
trigger a decision to sell the security. This approach may change over time.

WHO IS THE FUND DESIGNED FOR? The Fund is designed primarily for investors seeking total investment return from
capital appreciation and income over the long term. Those investors should be willing to assume the risks of
short-term share price fluctuations that are typical for a moderately aggressive fund having substantial
investments in stocks. Since the Fund's income level will fluctuate, it is not designed for investors needing an
assured level of current income. Because of its focus on long-term growth, the Fund may be appropriate for
retirement plans. However, the Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments have some degree of risk. The Fund's investments are subject to changes in their value from a
number of factors, described below. There is also the risk that poor security selection by the Manager will cause
the Fund to underperform other funds having similar objectives.

Changes in the overall market prices of securities and the income they pay can occur at any time. The
share price of the Fund will change daily based on changes in market prices of securities and market conditions,
and in response to other economic events.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term volatility at times may be
great. Because the Fund typically invests a substantial portion of its assets in common stocks and other equity
securities, the value of the Fund's portfolio will be affected by changes in the stock markets. Market risk will
affect the Fund's net asset value per share, which will fluctuate as the values of the Fund's portfolio
securities change.

A variety of factors can affect the price of a particular stock and the prices of individual stocks do
not all move in the same direction uniformly or at the same time. Different stock markets may behave differently
from each other. In particular, because the Fund currently focuses its stock investments in U.S. issuers, it will
be primarily affected by changes in U.S. stock markets.

Additionally, stocks of issuers in a particular industry may be affected by changes in economic
conditions, or by changes in government regulations, availability of basic resources or supplies, or other events
that affect that industry more than others. To the extent that the Fund increases the relative emphasis of its
investments in a particular industry, its share values may fluctuate in response to events affecting that
industry.

Other factors can affect a particular stock's price, such as poor earnings reports by the issuer, loss
of major customers, major litigation against the issuer, or changes in government regulations affecting the
issuer. The Fund can invest in securities of large- and medium-size companies but it can also buy stocks of small
companies, which may have more volatile stock prices than stocks of larger companies.

RISKS OF VALUE INVESTING. In using a value investing style, there is the risk that the market will not
recognize that the securities selected are undervalued and they might not appreciate in value in the way the
Manager anticipates.

CREDIT RISK. Debt securities are subject to credit risk. Credit risk relates to the ability of the
issuer of a security to make interest and principal payments on the security as they become due. A downgrade in
an issuer's credit rating or other adverse news about an issuer can reduce the value of that issuer's
securities. If the issuer fails to pay interest, the Fund's income might be reduced, and if the issuer fails to
repay principal, the value of that security and of the Fund's shares might be reduced. While the Fund's
investments in U.S. government securities are subject to little credit risk, the Fund's other investments in debt
securities, particularly high-yield lower-grade debt securities, are subject to risks of default.

To the extent the fund invests in securities below investment grade to seek high income, the Fund's
credit risks are greater than those of funds that buy only investment-grade bonds. Securities that are below
investment grade (these are sometimes called "junk bonds") may be subject to greater price fluctuations and
greater risks of loss of income and principal than investment-grade debt securities. Securities that are (or that
have fallen) below investment grade are exposed to a greater risk that the issuers might not meet their debt
obligations. These risks can reduce the Fund's share prices and the income it earns.

o Interest Rate Risks. The values of debt securities are subject to change when prevailing interest rates
change. When interest rates fall, the values of already-issued debt securities generally rise. When interest
rates rise, the values of already-issued debt securities generally fall. The magnitude of these fluctuations will
often be greater for longer-term debt securities than shorter-term debt securities. The Fund's share prices can
go up or down when interest rates change because of the effect of the changes on the value of the Fund's
investments in debt securities.

o Special Risks in Using Derivative Investments. The Fund can use derivatives to seek increased returns or
to try to hedge investment risks. In general terms, a derivative investment is an investment contract whose
value depends on (or is derived from) the value of an underlying asset, interest rate or index. Options,
futures, forwards, interest rate swaps and structured notes are examples of derivatives the Fund can use.

If the issuer of the derivative does not pay the amount due, the Fund can lose money on the investment.
Also, the underlying security or investment on which the derivative is based, and the derivative itself, might
not perform the way the Manager expected it to perform. If that happens, the Fund's share prices could decline
or the Fund could get less income than expected. The Fund has limits on the amount of particular types of
derivatives it can hold. However, using derivatives can cause the Fund to lose money on its investment and/or
increase the volatility of its share prices.

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form the overall risk profile of
the Fund and can affect the value of the Fund's investments, its investment performance and the price of its
shares. Particular investments and investment strategies also have risks. These risks mean that you can lose
money by investing in the Fund. When you redeem your shares, they may be worth more or less than what you paid
for them. There is no assurance that the Fund will achieve its investment objective.

In the short term, the stock markets can be volatile, and the price of the Fund's shares will go up and
down. In the OppenheimerFunds spectrum, the Fund may be less volatile than funds that invest only in stocks, but
may be more volatile than funds that focus on government securities and investment-grade bond funds.

-------------------------------------------------------------------------------------------------------------------
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.
-------------------------------------------------------------------------------------------------------------------

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in the Fund, by showing changes in the
Fund's performance (for its Class A shares) from year to year for the last 10 calendar years and by showing how
the average annual total returns of the Fund's shares, both before and after taxes, compare to those of a
broad-based market index. The after-tax returns are shown for Class A shares only and are calculated using the
historical highest individual federal marginal income tax rates in effect during the periods shown, and do not
reflect the impact of state or local taxes. The after-tax returns for the other classes of shares will vary.
The after-tax returns are calculated based on certain assumptions mandated by regulation and your actual
after-tax returns may differ from those shown, depending on your individual tax situation. The after-tax returns
set forth below are not relevant to investors who hold their fund shares through tax-deferred arrangements such
as 401(k) plans or IRAs or to institutional investors not subject to tax. The Fund's past investment performance,
before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

Annual Total Returns (Class A) (as of 12/31 each year)

[See appendix to prospectus for data in bar chart showing annual total returns]

Sales charges and taxes are not included in the calculations of return in this bar chart, and if those charges
were included, the returns would be less than those shown.
During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was
18.30% (4Qtr'98) and the lowest return (not annualized) for a calendar quarter was -13.87% (3Qtr'01).

------------------------------------------- -------------------------------------------------------------------------------

Average Annual Total Returns 1 Year 5 Years 10 Years
for the periods ended December 31, 2001 (or life of class, (or life of class, if (or life of class, if
if less) less) less)

Class A Shares (inception 10/2/47)
Return Before Taxes
Return After Taxes on Distributions -15.58% 7.79% 11.07%
Return After Taxes on Distributions and -15.99% 5.78% 8.58%
Sales of Fund Shares -9.44% 5.90% 8.29%

S & P Index1 (reflects no deduction for -11.88% 10.70% 12.93%
fees, expenses or taxes)

--------------------------------------------- ------------------------- ------------------------- -------------------------

Class B Shares (inception 5/3/93) -15.57% 7.89% 10.62%

--------------------------------------------- ------------------------- ------------------------- -------------------------

Class C Shares (inception 8/29/95) -12.12% 8.17% 10.77%

Class N Shares (inception 3/1/01) -8.45%2 N/A N/A

Class Y Shares (inception 6/1/94) -10.29% 9.22% 11.92%

--------------------------------------------- ------------------------- ------------------------- -------------------------

1 From 12/31/91.
2 The total return for Class N shares is cumulative and is not annualized.

The Fund's average annual total returns include the applicable sales charge: for Class A, the current maximum
initial sales charge of 5.75%; for Class B, the contingent deferred sales charges of 5% (1-year) and 2% (5
years); and for Class C and Class N, the 1% contingent deferred sales charge for the 1-year period for Class C
shares and life-of-class period for Class N shares. Because Class B shares convert to Class A shares 72 months
after purchase, Class B "life-of-class" performance does not include any contingent deferred sales charge and
uses Class A performance for the period after conversion.

The Fund's returns measure the performance of a hypothetical account and assume that all dividends and capital
gains distributions have been reinvested in additional shares. The performance of the Fund's Class A shares is
compared to the S&P 500 Index, an unmanaged index of equity securities that is a measure of the general domestic
stock market. The index performance reflects the reinvestment of income but does not consider the effects of
transaction costs. The Fund's investments may vary from the securities in the index.

Fees and Expenses of the Fund

The Fund pays a variety of expenses directly for management of its assets, administration, distribution of its
shares and other services. Those expenses are subtracted from the Fund's assets to calculate the Fund's net asset
values per share. All shareholders therefore pay those expenses indirectly. Shareholders pay other expenses
directly, such as sales charges and account transaction charges. The following tables are meant to help you
understand the fees and expenses you may pay if you buy and hold shares of the Fund. The numbers below are based
on the Fund's expenses during its fiscal year ended December 31, 2001.

Shareholder Fees (charges paid directly from your investment):

--------------------- ------------------- -------------------- ------------------- ------------------- -----------------
Class A Shares Class B Shares Class C Shares Class N Shares Class Y Shares
--------------------- ------------------- -------------------- ------------------- ------------------- -----------------
--------------------- ------------------- -------------------- ------------------- ------------------- -----------------
Maximum Sales 5.75% None None None
Charge (Load) on None
purchases
(as % of offering
price)
--------------------- ------------------- -------------------- ------------------- ------------------- -----------------
--------------------- ------------------- -------------------- ------------------- ------------------- -----------------
Maximum Deferred None1 5%2 1%3 None
Sales Charge (Load)
(as % of the lower 1%4
of the original
offering price or
redemption proceeds)
--------------------- ------------------- -------------------- ------------------- ------------------- -----------------

1. A contingent deferred sales charge may apply to redemptions of investments of $1 million or more
($500,000 for certain retirement plan accounts) of Class A shares. See "How to Buy Shares" for details.

2. Applies to redemptions in first year after purchase. The contingent deferred sales charge declines to 1%
in the sixth year and is eliminated after that.
3. Applies to shares redeemed within twelve (12) months of purchase.
4. Applies to shares redeemed within eighteen (18) months of retirement plan's first purchase.

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

----------------------------- ------------------ ----------------- ------------------- ------------------ -----------------
Class A Shares Class B Shares Class C Shares Class N Shares Class Y Shares
----------------------------- ------------------ ----------------- ------------------- ------------------ -----------------
----------------------------- ------------------ ----------------- ------------------- ------------------ -----------------
Management Fees 0.52% 0.52% 0.52% 0.52% 0.52%
----------------------------- ------------------ ----------------- ------------------- ------------------ -----------------
----------------------------- ------------------------------------------------------------------------------------------------

Distribution and/or
Service Plan (12b-1) Fees 0.21% 1.00% 1.00% 0.50% N/A

Other Expenses 0.17% 0.17% 0.17% 0.21% 0.28%

Total Annual
Operating Expenses 0.90% 1.69% 1.69% 1.23% 0.80%

----------------------------- ------------------------------------------------------------------------------------------------
Expenses may vary in future years. "Other expenses" include transfer agent fees, custodial expenses, and
accounting and legal expenses the Fund pays.

EXAMPLES. The following examples are intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The examples assume that you invest $10,000 in a class of shares of the
Fund for the time periods indicated and reinvest your dividends and distributions.
The first example assumes that you redeem all of your shares at the end of those periods. The second
example assumes that you keep your shares. Both examples also assume that your investment has a 5% return each
year and that the class's operating expenses remain the same. Your actual costs may be higher or lower because
expenses will vary over time. Based on these assumptions your expenses would be as follows:

---------------------------------- ---------------------- ------------------- ------------------- ---------------
If shares are redeemed: 1 Year 3 Years 5 Years 10 Years1
---------------------------------- ---------------------- ------------------- ------------------- ---------------
---------------------------------- ------------------------------------------ ------------------- ---------------

Class A Shares $662 $845 $1,045 $1,619

Class B Shares $672 $833 $1,118 $1,595

Class C Shares $272 $533 $918 $1,998

Class N Shares $225 $390 $676 $1,489

Class Y Shares $82 $255 $444 $990

---------------------------------- ------------------------------------------ ------------------- ---------------

---------------------------------- ---------------------- ------------------- ------------------- ---------------
If shares are not redeemed: 1 Year 3 Years 5 Years 10 Years1
---------------------------------- ---------------------- ------------------- ------------------- ---------------
---------------------------------- ------------------------------------------ ------------------- ---------------

Class A Shares $662 $845 $1,045 $1,619

Class B Shares $172 $533 $918 $1,595

Class C Shares $172 $533 $918 $1,998

Class N Shares $125 $390 $676 $1,489

Class Y Shares $82 $255 $444 $990

---------------------------------- ------------------------------------------ ------------------- ---------------
In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class C
or Class N contingent deferred sales charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include the contingent deferred sales charges.
1. Class B expenses for years 7 through 10 are based on Class A expenses, since Class B shares

automatically convert to Class A 72 months after purchase.

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES. The composition of the Fund's portfolio among different types of
investments will vary over time based on the Manager's evaluation of economic and market trends. The Fund's
portfolio might not always include all of the different types of investments described below. The Statement of
Additional Information contains more detailed information about the Fund's investment policies and risks.

The Manager tries to reduce risks by carefully researching securities before they are purchased. The
Fund attempts to reduce its exposure to market risks by diversifying its investments, that is, by not holding a
substantial percentage of the stock of any one company and by not investing too great a percentage of the Fund's
assets in any one company. Also, the Fund does not concentrate 25% or more of its investments in any one
industry.

Stocks and Other Equity Investments. Equity securities include common stocks, preferred stocks and debt
securities convertible into common stock. The Fund's equity investments can include interests in real
estate investment trusts. Those securities may be sensitive to changes in interest rates, and because
the real estate market can be very volatile at times, the prices of those securities may change
substantially. Because total return has two components, capital appreciation and income, the Manager
might select stocks that offer the potential for either or both of those elements.

While many convertible securities are debt securities, the Manager considers some of them to be "equity
equivalents" because of the conversion feature. In that case their rating has less impact on the
investment decision than in the case of other debt securities. However, they are subject to credit
risks, discussed below in "Debt Securities," and interest rate risk. These securities might be selected
for the Fund because they offer the ability to participate in stock market movements while offering some
current income. Preferred stocks, while a form of equity security, typically have a fixed dividend that
may cause their prices to behave more like those of debt securities.

o Growth Stocks. The types of growth companies the Manager focuses on are larger, more established growth
companies. Growth companies, for example, may be developing new products or services, such as companies
in the technology sector, or they may be expanding into new markets for their products, such as
companies in the energy sector. Newer growth companies tend to retain a large part of their earnings for
research, development or investment in capital assets. Therefore, they do not tend to emphasize paying
dividends and may not pay any dividends for some time. If they are selected for the Fund's portfolio, it
is because the Manager believes the price of the stock will increase over time.

o Value Stocks. These are stocks that appear to be temporarily undervalued, by various measures such as
price/earnings ratios. Value investing seeks stocks with prices that are low relative to their real
worth or future prospects. The hope is that the Fund will realize appreciation in the value of its
holdings when other investors realize the intrinsic value of the stock. However, there is the risk that
the stock will not appreciate in value as anticipated.

Debt Securities. The Fund's investments in debt securities include securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities, and foreign and domestic corporate bonds, notes and
debentures. These are selected primarily for their income possibilities and to help cushion fluctuations
in the Fund's net asset value.

A debt security is essentially a loan by the buyer to the issuer of the debt security. The issuer
promises to pay back the principal amount of the loan and normally pays interest at a fixed or variable
rate while the loan is outstanding. The debt securities the Fund buys may be rated by
nationally-recognized rating organizations such as Moody's Investors Services or Standard & Poor's
Ratings Service or they may be unrated securities assigned an equivalent rating by the Manager. The
Fund's investments may be above or below investment grade in credit quality.

o Special Risks of Lower-Grade Securities. All corporate debt securities (whether foreign or domestic) are
subject to some degree of credit risk. The Fund can invest without limit in "lower-grade" securities,
commonly known as "junk bonds." These are securities rated below "BBB" by Standard & Poor's or "Baa" by
Moody's, or unrated securities assigned a comparable rating by the Manager. However, the Fund currently
does not invest a substantial amount of its assets in lower-grade securities, including convertible debt
securities.

While investment-grade securities are subject to risks of non-payment of interest and principal, in
general high-yield, lower-grade bonds, whether rated or unrated, have greater risks than
investment-grade securities. There may be less of a market for them and therefore they may be harder to
value and sell at an acceptable price. These risks mean that the Fund may not achieve the expected
income from lower-grade securities, and that the Fund's net asset value per share could be affected by
declines in the value of these securities.

o U.S. Government Securities. The Fund can invest in securities issued or guaranteed by the U.S. Treasury
or other U.S. Government agencies or federally-chartered corporate entities referred to as
"instrumentalities." These are referred to as "U.S. Government securities" in this Prospectus. They
include Treasury bills (having maturities of one year or less when issued), Treasury notes (having
maturities of from one to ten years when issued), and Treasury bonds (having maturities of more than ten
years when issued).

Treasury securities are backed by the full faith and credit of the United States as to timely payments
of interest and repayment of principal. The Fund can buy U. S. Treasury securities that have been
"stripped" of their interest coupons by a Federal Reserve Bank, zero-coupon U.S. Treasury securities
described below, and Treasury Inflation-Protection Securities ("TIPS"). Although not rated, Treasury
obligations have little credit risk but prior to their maturity are subject to interest rate risk.

Portfolio Turnover. The Fund may engage in short-term trading to try to achieve its objective and will likely
have a high portfolio turnover rate. Portfolio turnover affects brokerage costs the Fund pays. If the
Fund realizes capital gains when it sells its portfolio investments, it must generally pay those gains
out to shareholders, increasing their taxable distributions. The Financial Highlights table at the end
of this Prospectus shows the Fund's portfolio turnover rates during prior fiscal years.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Fund's Board of Directors can change
non-fundamental investment policies without shareholder approval, although significant changes will be described
in amendments to this Prospectus. Fundamental policies cannot be changed without the approval of a majority of
the Fund's outstanding voting shares. The Fund's investment objective is a fundamental policy. Investment
restrictions that are fundamental policies are listed in the Statement of Additional Information. An investment
policy is not fundamental unless this Prospectus or the Statement of Additional Information says that it is.

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Fund might not always use all of them. These techniques have certain risks,
although some are designed to help reduce overall investment or market risks.
Zero-Coupon and "Stripped" Securities. Some of the U.S. government debt securities the Fund buys are zero-coupon
bonds that pay no interest. They are issued at a substantial discount from their face value. "Stripped"
securities are the separate income or principal components of a debt security. Zero-coupon and stripped
securities are subject to greater fluctuations in price from interest rate changes than securities that
pay interest on a regular basis. The Fund may have to pay out the imputed income on zero-coupon
securities without receiving the actual cash currently. Interest-only securities are particularly
sensitive to changes in interest rates.

Foreign Investing. The Fund can buy securities of companies or governments in any country, developed or
underdeveloped. However, the Fund does not expect to invest significant amounts of its assets in
emerging markets. While there is no limit on the amount of the Fund's assets that may be invested in
foreign securities, the Manager does not currently plan to invest a substantial amount of the Fund's
assets in foreign securities.

o Special Risks of Foreign Investing. While foreign securities offer special investment opportunities,
there are also special risks, such as the effects of a change in value of a foreign currency against the
U.S. dollar, which will result in a change in the U.S. dollar value of securities denominated in that
foreign currency. Foreign issuers are not subject to the same accounting and disclosure requirements
that U.S. companies are subject to. The value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's assets, foreign taxes, delays in settlement
of transactions, changes in governmental economic or monetary policy in the U.S. or abroad, or other
political and economic factors.

Illiquid and Restricted Securities. Investments may be illiquid because they do not have an active trading
market, making it difficult to value them or sell them quickly at an acceptable price. A restricted
security is one that has a contractual restriction on its resale or which cannot be sold publicly until
it is registered under the Securities Act of 1933. The Fund will not invest more than 10% of its net
assets in illiquid or restricted securities (the Board can increase that limit to 15%). Certain
restricted securities that are eligible for resale to qualified institutional purchasers may not be
subject to that limit. The Manager monitors holdings of illiquid securities on an ongoing basis to
determine whether to sell any holdings to maintain adequate liquidity.

Derivative Investments. The Fund can invest in a number of different kinds of "derivative" investments. In
general terms, a derivative instrument is an investment contract whose value depends on (or is derived
from) the value of an underlying asset, interest rate or index. In the broadest sense, exchange-traded
options, futures contracts, and other hedging instruments the Fund might use may be considered to be
"derivative investments. Derivatives may increase the volatility of the Fund's share price or cause
investment losses.

o Hedging. The Fund can buy and sell futures contracts, put and call options, swaps, and forward
contracts. These are all referred to as "hedging instruments." The Fund does not use hedging
instruments for speculative purposes. The Fund has limits on its use of hedging instruments and is not
required to use them in seeking its investment objective.

The Fund could buy and sell options, futures and forward contracts for a number of purposes. Some of
these strategies would hedge the Fund's portfolio against price fluctuations. Other hedging strategies,
such as buying futures and call options, would tend to increase the Fund's exposure to the securities
market. The Fund may also try to manage its exposure to changing interest rates.

There are also special risks in particular hedging strategies. Options trading involves the payment of
premiums and can increase portfolio turnover. For example, if a covered call written by the Fund is
exercised on an investment that has increased in value, the Fund will be required to sell the investment
at the call price and will not be able to realize any profit if the investment has increased in value
above the call price.

If the Manager used a hedging instrument at the wrong time or judged market conditions incorrectly, the
strategy could reduce the Fund's return. The Fund could also experience losses if the prices of its
futures and options positions were not correlated with its other investments or if it could not close
out a position because of an illiquid market.

Temporary Defensive and Interim Investments. In times of unstable adverse market or economic conditions, the
Fund can invest up to 100% of its assets in temporary defensive investments that are consistent with the
Fund's principal investment strategies. Generally, they would be cash equivalents (such as commercial
paper), money market instruments, short-term debt securities, U.S. government securities, or repurchase
agreements and may include other investment-grade debt securities. The Fund could also hold these types
of securities pending the investment of proceeds from the sale of Fund shares or portfolio securities or
to meet anticipated redemptions of Fund shares. To the extent the Fund invests defensively in these
securities, it might not achieve its investment objective.

How the Fund Is Managed

THE MANAGER. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries
out its duties, subject to the policies established by the Fund's Board of Directors, under an investment
advisory agreement that states the Manager's responsibilities. The agreement sets the fees the Fund pays to the
Manager and describes the expenses that the Fund is responsible to pay to conduct its business.

The Manager has operated as an investment advisor since January 1960. The Manager and its subsidiaries
and affiliates manage more than $130 billion in assets as of March 31, 2002, including other Oppenheimer funds
with more than 6.3 million shareholder accounts. The Manager is located at 498 Seventh Avenue, New York, New
York 10018.

Portfolio Managers. The portfolio managers of the Fund are Bruce Bartlett and Christopher Leavy. They are the
persons primarily responsible for selecting the securities for the Fund's portfolio. Mr. Bartlett is
also a portfolio manager and officer of other Oppenheimer funds. Mr. Bartlett, who is a Senior Vice
President of the Manager, has been a Vice President and portfolio manager of the Fund since 1995. Mr.
Leavy, who is a Senior Vice President of the Manager, has been a Vice President and portfolio manager of
the Fund since October 3, 2000. Prior to joining the Manager in April 1995, Mr. Bartlett was a Vice
President and Senior Portfolio Manager of First of America Investment Corp. Prior to joining the
Manager in September 2000, Mr. Leavy was a portfolio manager at Morgan Stanley Dean Witter Investment
Management. Prior to joining Morgan Stanley Dean Witter in 1997, Mr. Leavy was an analyst and portfolio
manager for Crestar Asset Management commencing in 1995.

Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee at an annual
rate that declines on additional assets as the Fund grows: 0.75% of the first $100 million of average
annual net assets of the Fund, 0.70% of the next $100 million, 0.65% of the next $100 million, 0.60% of
the next $100 million, 0.55% of the next $100 million and 0.50% of average annual net assets in excess
of $500 million. The Fund's management fee for its last fiscal year ended December 31, 2001 was ______
% of average annual net assets for each class of shares.

A B O U T Y O U R A C C O U N T

How to Buy Shares

How Do You Buy Shares? You can buy shares several ways, as described below. The Fund's Distributor,
OppenheimerFunds Distributor, Inc. may appoint certain servicing agents to accept purchase (and redemption)
orders. The Distributor, in its sole discretion, may reject any purchase order for the Fund's shares.

Buying Shares Through Your Dealer. You can buy shares through any dealer, broker or financial institution that
has a sales agreement with the Distributor. Your dealer will place your order with the Distributor on
your behalf.

Buying Shares Through Your Distributor. Complete an OppenheimerFunds New Account Application and return it with a
check payable to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.
If you don't list a dealer on the application, the Distributor will act as your agent in buying the
shares. However, we recommend that you discuss your investment with a financial advisor before you make
a purchase to be sure that the Fund is appropriate for you.

o Paying by Federal Funds Wire. Shares purchased through the Distributor may be paid for by Federal Funds
wire. The minimum investment is $2,500. Before sending a wire, call the Distributor's Wire Department
at 1.800.525.7048 to notify the Distributor of the wire, and to receive further instructions.

o Buying Shares Through OppenheimerFunds AccountLink. With AccountLink, you pay for shares by electronic
funds transfers from your bank account. Shares are purchased for your account through the Automated
Clearing House (ACH) system. You can provide those instructions automatically, under an Asset Builder
Plan, described below, or by telephone instructions using OppenheimerFunds PhoneLink, also described
below. Please refer to "AccountLink," below for more details.

o Buying Shares Through Asset Builder Plans. You may purchase shares of the Fund (and up to four other
Oppenheimer funds) automatically each month from your account at a bank or other financial institution
under an Asset Builder Plan with AccountLink. Details are in the Asset Builder Application and the
Statement of Additional Information.

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial investment of $1,000 and make
additional investments at any time with as little as $25. There are reduced minimum investments under special
investment plans.

o With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and military allotment plans, you can
make initial and subsequent investments for as little as $25. You can make additional purchases of
at least $25 through AccountLink.

o Under retirement plans, such as IRAs, pension and profit-sharing plans and 401(k) plans, you can start
your account with as little as $250. If your IRA is started under an Asset Builder Plan, the $25
minimum applies. Additional purchases may be as little as $25.

o The minimum investment requirement does not apply to reinvesting dividends from the Fund or other
Oppenheimer funds (a list of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or reinvesting distributions from unit investment trusts
that have made arrangements with the Distributor.

AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price, which is the net asset value per share
plus any initial sales charge that applies. The offering price that applies to a purchase order is based on the
next calculation of the net asset value per share that is made after the Distributor receives the purchase order
at its offices in Colorado, or after any agent appointed by the Distributor receives the order and sends it to
the Distributor.

Net asset value. The Fund calculates the net asset value of each class of shares as of the close of The New York
Stock Exchange, on each day the Exchange is open for trading (referred to in this Prospectus as a
"regular business day"). The Exchange normally closes at 4:00 P.M., New York time, but may close earlier
on some days. All references to time in this Prospectus mean "New York time."

The net asset value per share is determined by dividing the value of the Fund's net assets attributable
to a class by the number of shares of that class that are outstanding. To determine net asset value,
the Fund's Board of Directors has established procedures to value the Fund's securities, in general
based on market value. The Board has adopted special procedures for valuing illiquid and restricted
securities and obligations for which market values cannot be readily obtained. Because some foreign
securities trade in markets and on exchanges that operate on weekends and U.S. holidays, the values of
some of the Fund's foreign investments might change significantly on days when investors cannot buy or
redeem shares.

How to Buy Shares - How Much Must You Invest - Net Asset Value. If, after the close of the principal market on
which a security held by the Fund is traded, and before the time the Fund's securities are priced that
day, an event occurs that the Manager deems likely to cause a material change in the value of such
security, the Fund's Board of Directors has authorized the Manager, subject to the Board's review, to
ascertain a fair value for such security.

The offering price. To receive the offering price for a particular day, in most cases the Distributor or its
designated agent must receive your order by the time of day The New York Stock Exchange closes that
day. If your order is received on a day when the Exchange is closed or after it has closed, the order
will receive the next offering price that is determined after your order is received.

Buying shares through a dealer. If you buy shares through a dealer, your dealer must receive the order by the
close of The New York Stock Exchange and transmit it to the Distributor so that it is received before the
Distributor's close of business on a regular business day (normally 5:00 P.M.) to receive that day's offering
price. Otherwise, the order will receive the next offering price that is determined.

-------------------------------------------------------------------------------------------------------------------
WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors five (5) different classes of shares. The
different classes of shares represent investments in the same portfolio of securities, but the classes are
subject to different expenses and will likely have different share prices. When you buy shares, be sure to
specify the class of shares. If you do not choose a class, your investment will be made in Class A shares.
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
Class A Shares. If you buy Class A shares, you pay an initial sales charge (on investments up to $1 million for
regular accounts or $500,000 for certain retirement plans). The amount of that sales charge will vary depending
on the amount you invest. The sales charge rates are listed in "How Can I Buy Class A Shares?" below.

Class B Shares. If you buy Class B shares, you pay no sales charge at the time of purchase, but you will pay an
annual asset-based sales charge. If you sell your shares within six years of buying them, you will normally pay a
contingent deferred sales charge. That contingent deferred sales charge varies depending on how long you own
your shares, as described in "How Can I Buy Class B Shares?" below.
-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the time of purchase, but you will pay an
annual asset-based sales charge. If you sell your shares within 12 months of buying them, you will normally pay a
contingent deferred sales charge of 1.0%, as described in "How Can I Buy Class C Shares?" below.

Class N Shares. If you buy Class N shares (available only through certain retirement plans), you pay no sales
charge at the time of purchase, but you will pay an annual asset-based sales charge. If you sell your shares
within eighteen (18) months of the retirement plan's first purchase of Class N shares (available only through
certain retirement plans), you may pay a contingent deferred sales charge of 1.0%, as described in "How Can You
Buy Class N Shares?" below

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class Y Shares. Class Y shares are offered only to certain institutional investors that have special agreements
with the Distributor.
-------------------------------------------------------------------------------------------------------------------

WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide that the Fund is an appropriate investment for you, the
decision as to which class of shares is best suited to your needs depends on a number of factors that you should
discuss with your financial advisor. Some factors to consider are how much you plan to invest and how long you
plan to hold your investment. If your goals and objectives change over time and you plan to purchase additional
shares, you should re-evaluate those factors to see if you should consider another class of shares. The Fund's
operating costs that apply to a class of shares and the effect of the different types of sales charges on your
investment will vary your investment results over time.

The discussion below is not intended to be investment advice or a recommendation, because each
investor's financial considerations are different. The discussion below assumes that you will purchase only one
class of shares, and not a combination of shares of different classes. Of course, these examples are based on
approximations of the effect of current sales charges and expenses projected over time, and do not detail all of
the considerations in selecting a class of shares. You should analyze your options carefully with your financial
advisor before making that choice.

How Long Do You Expect to Hold Your Investment? While future financial needs cannot be predicted with certainty,
knowing how long you expect to hold your investment will assist you in selecting the appropriate class
of shares. Because of the effect of class-based expenses, your choice will also depend on how much you
plan to invest. For example, the reduced sales charges available for larger purchases of Class A shares
may, over time, offset the effect of paying an initial sales charge on your investment, compared to the
effect over time of higher class-based expenses on shares of Class B, Class C or Class N. For
retirement plans that qualify to purchase Class N shares, Class N shares will generally be more
advantageous than Class B and Class C shares.

o Investing for the Shorter Term. While the Fund is meant to be a long-term investment, if you have a
relatively short-term investment horizon (that is, you plan to hold your shares for not more than six years), you
should probably consider purchasing Class A or Class C shares rather than Class B shares. That is because of the
effect of the Class B contingent deferred sales charge if you redeem within six years, as well as the effect of
the Class B asset-based sales charge on the investment return for that class in the short-term. Class C shares
might be the appropriate choice (especially for investments of less than $100,000), because there is no initial
sales charge on Class C shares, and the contingent deferred sales charge does not apply to amounts you sell after
holding them one year.

However, if you plan to invest more than $100,000 for the shorter term, then as your investment horizon increases
toward six years, Class C shares might not be as advantageous as Class A shares. That is because the annual
asset-based sales charge on Class C shares will have a greater impact on your account over the longer term than
the reduced front-end sales charge available for larger purchases of Class A shares.

And for non-retirement plan investors who invest $1 million or more, in most cases Class A shares will be the
most advantageous choice, no matter how long you intend to hold your shares. For that reason, the Distributor
normally will not accept purchase orders of $500,000 or more of Class B shares or $1 million or more of Class C
shares from a single investor.

o Investing for the Longer Term. If you are investing less than $100,000 for the longer-term, for example
for retirement, and do not expect to need access to your money for seven years or more, Class B shares may be
appropriate.

Are There Differences in Account Features That Matter to You? Some account features may not be available to
Class B, Class C or Class N shareholders. Other features may not be advisable (because of the effect of
the contingent deferred sales charge) for Class B, Class C or Class N shareholders. Therefore, you
should carefully review how you plan to use your investment account before deciding which class of
shares to buy.

Additionally, the dividends payable to Class B, Class C and Class N shareholders will be reduced by the
additional expenses borne by those classes that are not borne by Class A shares, such as the higher
Class B, Class C and Class N asset-based sales charge described below and in the Statement of Additional
Information. Share certificates are not available for Class B, Class C and Class N shares, and if you
are considering using your shares as collateral for a loan, that may be a factor to consider. Also,
checkwriting is not available on accounts subject to a contingent deferred sales charge.

How Do Share Classes Affect Payments to Your Broker? A financial advisor may receive different compensation for
selling one class of shares than for selling another class. It is important to remember that Class B,
Class C and Class N contingent deferred sales charges and asset-based sales charges have the same
purpose as the front-end sales charge on sales of Class A shares: to compensate the Distributor for
concessions and expenses it pays to dealers and financial institutions for selling shares. The
Distributor may pay additional 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.

SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix C to the Statement of Additional Information details the
conditions for the waiver of sales charges that apply in certain cases, and the special sales charge rates that
apply to purchases of shares of the Fund by certain groups, or under specified retirement plan arrangements or in
other special types of transactions. To receive a waiver or special sales charge rate, you must advise the
Distributor when purchasing shares or the Transfer Agent when redeeming shares that the special conditions apply.

HOW CAN YOU BUY CLASS A SHARES? Class A shares are sold at their offering price, which is normally net asset
value plus an initial sales charge. However, in some cases, described below, purchases are not subject to an
initial sales charge, and the offering price will be the net asset value. In other cases, reduced sales charges
may be available, as described below or in the Statement of Additional Information. Out of the amount you
invest, the Fund receives the net asset value to invest for your account.

The sales charge varies depending on the amount of your purchase. A portion of the sales charge may be
retained by the Distributor or allocated to your dealer as commission. The Distributor reserves the right to
reallow the entire commission to dealers. The current sales charge rates and commissions paid to dealers and
brokers are as follows:

------------------------------- ---------------------------- ---------------------------- ----------------------------
Amount of Purchase Front-End Sales Charge As Front-End Sales Charge As Concession As Percentage
a Percentage of a Percentage of Net Amount
Offering Price Invested of Offering Price
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
Less than $25,000 5.75% 6.10% 4.75%
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
$25,000 or more but less than 5.50% 5.82% 4.75%
$50,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
$50,000 or more but less than 4.75% 4.99% 4.00%
$100,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
$100,000 or more but less 3.75% 3.90% 3.00%
than $250,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
$250,000 or more but less 2.50% 2.56% 2.00%
than $500,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
$500,000 or more but less 2.00% 2.04% 1.60%
than $1 million
------------------------------- ---------------------------- ---------------------------- ----------------------------

Can You Reduce Class A Sales Charges? You may be eligible to buy Class A shares at reduced sales charge rates
under the Fund's "Right of Accumulation" or a Letter of Intent, as described in "Reduced Sales Charges"
in the Statement of Additional Information. The Class A initial and contingent deferred sales charges
are not imposed in the circumstances described in Appendix C to the Statement of Additional Information.

Class A Contingent Deferred Sales Charge. There is no initial sales charge on purchases of Class A shares of any
one or more of the Oppenheimer funds aggregating $1 million or more, or for certain purchases by
particular types of retirement plans that were permitted to purchase such shares prior to March 1, 2001
("grandfathered retirement accounts"). Retirement plans are not permitted to make initial purchases of
Class A shares subject to a contingent deferred sales charge, except as provided below. The Distributor
pays dealers of record concessions in an amount equal to 1.0% of purchases of $1 million or more other
than by grandfathered retirement accounts. For grandfathered retirement accounts, the concession is 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. In either case, the concession will not be paid on purchases of
shares by exchange or that were not previously subject to a front-end sales charge and dealer
concession.

If you redeem any of those shares within an 18 month "holding period" measured from the beginning 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. That sales charge will be equal
to 1.0% of the lesser of:

o the aggregate net asset value of the redeemed shares at the time of redemption (excluding shares
purchased by reinvestment of dividends or capital gain distributions) or
o the original net asset value of the redeemed shares.

The Class A contingent deferred sales charge will not exceed the aggregate amount of the concessions the
Distributor paid to your dealer on all purchases of Class A shares of all Oppenheimer funds you made
that were subject to the Class A contingent deferred sales charge.

Purchases by Certain Retirement Plans. There is no initial sales charge on purchases of Class A shares of any
one or more Oppenheimer funds by retirement plans that have $10 million or more in plan assets and that
have entered into a special agreement with the Distributor and by retirement plans which are part of a
retirement plan product or platform offered by certain banks, broker-dealers, financial advisors,
insurance companies or recordkeepers which have entered into a special agreement with the Distributor.
The Distributor currently pays dealers of record concessions in an amount equal to 0.25% of the purchase
price of Class A shares by those retirement plans from its own resources at the time of sale, subject to
certain exceptions as described in the Statement of Additional Information. There is no contingent
deferred sales charge upon the redemption of such shares.

HOW CAN YOU BUY CLASS B SHARES? Class B shares are sold at net asset value per share without an initial sales
charge. However, if Class B shares are redeemed within 6 years from the beginning of the calendar month of their
purchase, a contingent deferred sales charge will be deducted from the redemption proceeds. The Class B
contingent deferred sales charge is paid to compensate the Distributor for its expenses of providing
distribution-related services to the Fund in connection with the sale of Class B shares.

The amount of the contingent deferred sales charge will depend on the number of years since you invested
and the dollar amount being redeemed, according to the following schedule for the Class B contingent deferred
sales charge holding period:

----------------------------------------------------------- --------------------------------------------------------
Contingent Deferred Sales Charge on
Years Since Beginning of Month in Which Redemptions in That Year
Purchase Order was Accepted (As % of Amount Subject to Charge)
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
0 - 1 5.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
1 - 2 4.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
2 - 3 3.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
3 - 4 3.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
4 - 5 2.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
5 - 6 1.0%
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
6 and following None
----------------------------------------------------------- --------------------------------------------------------

In the table, a "year" is a 12-month period. In applying the contingent deferred sales charge, all purchases are
considered to have been made on the first regular business day of the month in which the purchase was made.

Automatic Conversion of Class B Shares. Class B shares automatically convert to Class A shares 72 months after
you purchase them. This conversion feature relieves Class B shareholders of the asset-based sales
charge that applies to Class B shares under the Class B Distribution and Service Plan, described below.
The conversion is based on the relative net asset value of the two classes, and no sales load or other
charge is imposed. When any Class B shares you hold convert, a prorated portion of your Class B shares
that were acquired by reinvesting dividends and distributions on the converted shares will also convert
to Class A shares. The conversion feature is subject to the continued availability of a tax ruling
described in the Statement of Additional Information. For further information on the conversion feature
and its tax implications, see "Class B Conversion" in the Statement of Additional Information.

HOW CAN YOU BUY CLASS C SHARES? Class C shares are sold at net asset value per share without an initial sales
charge. However, if Class C shares are redeemed within a holding period of 12 months from the beginning of the
calendar month of their purchase, a contingent deferred sales charge of 1.0% will be deducted from the redemption
proceeds. The Class C contingent deferred sales charge is paid to compensate the Distributor for its expenses of
providing distribution-related services to the Fund in connection with the sale of Class C shares.

How Can You Buy Class N Shares? Class N shares are offered only through retirement plans (including IRAs and
403(b) plans) that purchase $500,000 or more of Class N shares of one or more Oppenheimer funds or through group
retirement plans (which do not include IRAs and 403(b) plans) that have assets of $500,000 or more or 100 or
more eligible participants. See "Availability of Class N shares" in the Statement of Additional Information for
other circumstances where Class N shares are available for purchase.

A contingent deferred sales charge of 1.00% will be imposed upon the redemption of Class N shares, if:
o The group retirement plan is terminated or Class N shares of all Oppenheimer funds are terminated as an

investment option of the plan and Class N shares are redeemed within 18 months after the plan's
first purchase of Class N shares of any Oppenheimer fund, or

o With respect to an IRA or 403(b) plan, Class N shares are redeemed within 18 months of the plan's first
purchase of Class N shares of any Oppenheimer fund.

Retirement plans that offer Class N shares may impose charges on plan participant accounts. The
procedures for buying, selling, exchanging and transferring the Fund's other classes of shares (other than the
time those orders must be received by the Distributor or Transfer Agent in Colorado) and the special account
features applicable to purchasers of those other classes of shares described elsewhere in this prospectus do not
apply to Class N shares offered through a group retirement plan. Instructions for purchasing redeeming,
exchanging or transferring Class N shares offered through a group retirement plan must be submitted by the plan,
not by plan participants for whose benefit the shares are held.

WHO CAN BUY CLASS Y SHARES? Class Y shares are sold at net asset value per share without sales charge directly
to certain institutional investors that have special agreements with the Distributor for this purpose. They may
include insurance companies, registered investment companies and employee benefit plans, for example.
Massachusetts Mutual Life Insurance Company, an affiliate of the Manager, may purchase Class Y shares of the Fund
and other Oppenheimer funds (as well as Class Y shares of funds advised by MassMutual) for asset allocation
programs, investment companies or separate investment accounts it sponsors and offers to its customers.
Individual investors cannot buy Class Y shares directly.

An institutional investor that buys Class Y shares for its customers' accounts may impose charges on
those accounts. The procedures for buying, selling, exchanging and transferring the Fund's other classes of
shares and the special account features available to investors buying those other classes of shares do not apply
to Class Y shares. An exception is that the time those orders must be received by the Distributor or its agents
or by the Transfer Agent is the same for Class Y as for other share classes. However, those instructions must be
submitted by the institutional investor, not by its customers for whose benefit the shares are held.

DISTRIBUTION AND SERVICE (12B-1) PLANS.

Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A shares. It reimburses the
Distributor for a portion of its costs incurred for services provided to accounts that hold Class A
shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net
assets presented by Class A shares of the Fund. The Distributor currently uses all of those fees to pay
dealers, brokers, banks and other financial institutions quarterly for providing personal service and
maintenance of accounts of their customers that hold Class A shares.

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and
Service Plans for Class B, Class C and Class N shares to pay the Distributor for its services in
distributing Class B, Class C and Class N shares and servicing accounts. Under the plans, the Fund pays
the Distributor an annual asset-based sales charge of 0.75% per year on Class B shares and on Class C
shares and 0.25% per year on Class N shares. The Distributor also receives a service fee of 0.25% per
year under each of the plans.

The asset-based sales charge and service fees increase Class B and Class C expenses by 1.00% and Class N
expenses by 0.50% of the net assets per year. Because these fees are paid out of the Fund's assets on an
ongoing basis, over time these fees will increase the cost of your investment and may cost you more than
other types of sales charges.

The Distributor uses the service fees to compensate dealers for providing personal services for accounts
that hold Class B, Class C or Class N shares. The Distributor pays the 0.25% service fees to dealers in
advance for the first year after the shares are sold by the dealer. After the shares have been held for
a year, the Distributor pays the service fees to dealers on a quarterly basis. The Distributor retains
the service fees for accounts for which it renders the required personal services.

The Distributor currently pays sales concessions of 3.75% of the purchase price of Class B shares to
dealers from its own resources at the time of sale. Including the advance of the service fee, the total
amount paid by the Distributor to the dealer at the time of sale of Class B shares is therefore 4.00% of
the purchase price, subject to certain exceptions as described in the Statement of Additional
Information. The Distributor retains the Class B asset-based sales charge.

The Distributor currently pays sales concessions of 0.75% of the purchase price of Class C shares to
dealers from its own resources at the time of sale. Including the advance of the service fee, the total
amount paid by the Distributor to the dealer at the time of sale of Class C shares is therefore 1.00% of
the purchase price. The Distributor pays the asset-based sales charge as an ongoing commission to the
dealer on Class C shares that have been outstanding for a year or more.

The Distributor currently pays sales concessions of 0.75% of the purchase price of Class N shares to
dealers from its own resources at the time of sale. Including the advance of the service fee, the total
amount paid by the Distributor to the dealer at the time of sale of Class N shares is therefore 1.00% of
the purchase price, subject to certain exceptions as described in the Statement of Additional
Information. The Distributor retains the asset-based sales charge on Class N shares.

Special Investor Services

AccountLink. You can use our AccountLink feature to link your Fund account with an account at a U.S. bank or
other financial institution. It must be an Automated Clearing House (ACH) member. AccountLink lets you:

o transmit funds electronically to purchase shares by telephone (through a service representative or by
PhoneLink) or automatically under Asset Builder Plans, or
o have the Transfer Agent send redemption proceeds or transmit dividends and distributions directly to
your bank account. Please call the Transfer Agent for more information.

You may purchase shares by telephone only after your account has been established. To purchase shares in
amounts up to $250,000 through a telephone representative, call the Distributor at 1.800.852.8457. The purchase
payment will be debited from your bank account.

AccountLink privileges should be requested on your Application or your dealer's settlement instructions
if you buy your shares through a dealer. After your account is established, you can request AccountLink
privileges by sending signature-guaranteed instructions to the Transfer Agent. AccountLink privileges will apply
to each shareholder listed in the registration on your account as well as to your dealer representative of record
unless and until the Transfer Agent receives written instructions terminating or changing those privileges. After
you establish AccountLink for your account, any change of bank account information must be made by
signature-guaranteed instructions to the Transfer Agent signed by all shareholders who own the account.

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that enables shareholders to perform a
number of account transactions automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification Number (PIN), by calling the special
PhoneLink number, 1.800.533.3310.

Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by calling 1.800.533.3310. You
must have established AccountLink privileges to link your bank account with the Fund to pay for these
purchases.

Exchanging Shares. With the OppenheimerFunds exchange privilege, described below, you can exchange shares
automatically by phone from your Fund account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number.

Selling Shares. You can redeem shares by telephone automatically by calling the PhoneLink number and the Fund
will send the proceeds directly to your AccountLink bank account. Please refer to "How to Sell Shares,"
below for details.

CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain types of account transactions to
the Transfer Agent by fax (telecopier). Please call 1.800.525.7048 for information about which transactions may
be handled this way. Transaction requests submitted by fax are subject to the same rules and restrictions as
written and telephone requests described in this Prospectus.

OPPENHEIMERFUNDS INTERNET WEBSITE. You can obtain information about the Fund, as well as your account balance, on
the OppenheimerFunds Internet website, at hTTP://WWW.OPPENHEIMERFUNDS.COM. Additionally, shareholders listed in
the account registration (and the dealer of record) may request certain account transactions through a special
section of that
website. To perform account transactions or obtain account information online, you must first obtain a user I.D.
and password on that website. If you do not want to have Internet account transaction capability for your
account, please call the Transfer Agent at 1.800.525.7048. At times, the website may be inaccessible or its
transaction features may be unavailable.

AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. The Fund has several plans that enable you to sell shares automatically
or exchange them to another OppenheimerFunds account on a regular basis. Please call the Transfer Agent or
consult the Statement of Additional Information for details.

REINVESTMENT PRIVILEGE. If you redeem some or all of your Class A or Class B shares of the Fund, you have up to
6 months to reinvest all or part of the redemption proceeds in Class A shares of the Fund or other Oppenheimer
funds without paying a sales charge. This privilege applies only to Class A shares that you purchased subject to
an initial sales charge and to Class A or Class B shares on which you paid a contingent deferred sales charge
when you redeemed them. This privilege does not apply to Class C, Class N or Class Y shares. You must be sure
to ask the Distributor for this privilege when you send your payment.

RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan account. If you participate in a plan
sponsored by your employer, the plan trustee or administrator must buy the shares for your plan account. The
Distributor also offers a number of different retirement plans that individuals and employers can use:

Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs, SIMPLE IRAs and rollover IRAs.
SEP-IRA. These are Simplified Employee Pensions Plan IRAs for small business owners or self-employed individuals.
403(b)(7) Custodial Plans. These are tax deferred plans for employees of eligible tax-exempt organizations, such

as schools, hospitals and charitable organizations.
401(k) Plans. These are special retirement plans for businesses.

Pension and Profit-Sharing Plans. These plans are designed for businesses and self-employed individuals.

Please call the Distributor for OppenheimerFunds retirement plan documents, which include applications
and important plan information.
How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business day. Your shares will be sold at the
next net asset value calculated after your order is received in proper form (which means that it must comply with
the procedures described below) and is accepted by the Transfer Agent. The Fund lets you sell your shares by
writing a letter or by telephone. You can also set up Automatic Withdrawal Plans to redeem shares on a regular
basis. If you have questions about any of these procedures, and especially if you are redeeming shares in a
special situation, such as due to the death of the owner or from a retirement plan account, please call the
Transfer Agent first, at 1.800.525.7048, for assistance.

Certain Requests Require a Signature Guarantee. To protect you and the Fund from fraud, the following redemption
requests must be in writing and must include a signature guarantee (although there may be other situations that
also require a signature guarantee):

o You wish to redeem $100,000 or more and receive a check
o The redemption check is not payable to all shareholders listed on the account statement
o The redemption check is not sent to the address of record on your account statement
o Shares are being transferred to a Fund account with a different owner or name
o Shares are being redeemed by someone (such as an Executor) other than the owners

Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept a guarantee of your signature by a
number of financial institutions, including:

o a U.S. bank, trust company, credit union or savings association,
o a foreign bank that has a U.S. correspondent bank,
o a U.S. registered dealer or broker in securities, municipal securities or government securities,
o a U.S. national securities exchange, a registered securities association or a clearing agency.
If you are signing on behalf of a corporation, partnership or other business or as a fiduciary, you must
also include your title in the signature.

Retirement Plan Accounts. There are special procedures to sell shares in an OppenheimerFunds retirement plan
account. Call the Transfer Agent for a distribution request form. Special income tax withholding requirements
apply to distributions from retirement plans. You must submit a withholding form with your redemption request to
avoid delay in getting your money and if you do not want tax withheld. If your employer holds your retirement
plan account for you in the name of the plan, you must ask the plan trustee or administrator to request the sale
of the Fund shares in your plan account.

Sending Redemption Proceeds by Wire. While the Fund normally sends your money by check, you can arrange to have
the proceeds of the shares you sell sent by Federal Funds wire to a bank account you designate. It must be a
commercial bank that is a member of the Federal Reserve wire system. The minimum redemption you can have sent by
wire is $2,500. There is a $10 fee for each wire. To find out how to set up this feature on your account or to
arrange a wire, call the Transfer Agent at 1.800.852.8457.
HOW DO YOU SELL SHARES BY MAIL? Write a letter of instructions that includes:

o Your name
o The Fund's name
o Your Fund account number (from your account statement)
o The dollar amount or number of shares to be redeemed
o Any special payment instructions
o Any share certificates for the shares you are selling
o The signatures of all registered owners exactly as the account is registered, and
o Any special documents requested by the Transfer Agent to assure proper authorization of the person
asking to sell the shares.

Use the following address for requests by mail: Send courier or express mail requests to:
OppenheimerFunds Services OppenheimerFunds Services
P.O. Box 5270 10200 E. Girard Avenue, Building D
Denver, Colorado 80217-5270 Denver, Colorado 80231

HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of record may also sell your shares by
telephone. To receive the redemption price calculated on a particular regular business day, your call must be
received by the Transfer Agent by the close of The New York Stock Exchange that day, which is normally 4:00 P.M.,
but may be earlier on some days. You may not redeem shares held in an OppenheimerFunds retirement plan account or
under a share certificate by telephone.

o To redeem shares through a service representative, call 1.800.852.8457
o To redeem shares automatically on PhoneLink, call 1.800.533.3310

Whichever method you use, you may have a check sent to the address on the account statement, or, if you
have linked your Fund account to your bank account on AccountLink, you may have the proceeds sent to that bank
account.

Are There Limits On Amounts Redeemed By Telephone?

o Telephone Redemptions Paid by Check. Up to $100,000 may be redeemed by telephone in any 7-day period.
The check must be payable to all owners of record of the shares and must be sent to the address on the
account statement. This service is not available within 30 days of changing the address on an account.

o Telephone Redemptions Through AccountLink or by Wire. There are no dollar limits on telephone
redemption proceeds sent to a bank account designated when you establish AccountLink. Normally the ACH
transfer to your bank is initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are waiting to be transferred.

If you have requested Federal Funds wire privileges for your account, the wire of the redemption
proceeds will normally be transmitted on the next bank business day after the shares are redeemed.
There is a possibility that the wire may be delayed up to seven days to enable the Fund to sell
securities to pay the redemption proceeds. No dividends are accrued or paid on the proceeds of shares
that have been redeemed and are awaiting transmission by wire.

CAN YOU SELL SHARES THROUGH YOUR DEALER? The Distributor has made arrangements to repurchase Fund shares from
dealers and brokers on behalf of their customers. Brokers or dealers may charge for that service. If your
shares are held in the name of your dealer, you must redeem them through your dealer.

HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you purchase shares subject to Class A, Class B,
Class C or Class N contingent deferred sales charges and redeem any of those shares during the applicable holding
period for the class of shares, the contingent deferred sales charge will be deducted from the redemption
proceeds, unless you are eligible for a waiver of that sales charge based on the categories listed in Appendix C
to the Statement of Additional Information and you advise the Transfer Agent of your eligibility for the waiver
when you place your redemption request.

With respect to Class N shares, a 1.0% contingent deferred sales charge will be imposed if:

o The retirement plan (not including IRAs and 403(b) plans) is terminated or Class N shares of all
Oppenheimer funds are terminated as an investment option of the plan and Class N shares are
redeemed within 18 months after the plan's first purchase of Class N shares of any Oppenheimer
fund, or,

o With respect to an individual retirement plan or 403(b) plan, Class N shares are redeemed within 18
months of the plan's first purchase of Class N shares of any Oppenheimer fund.

A contingent deferred sales charge will be based on the lesser of the net asset value of the redeemed
shares at the time of redemption or the original net asset value. A contingent deferred sales charge is not
imposed on:

o the amount of your account value represented by an increase in net asset value over the initial purchase
price,
o shares purchased by the reinvestment of dividends or capital gains distributions, or
o shares redeemed in the special circumstances described in Appendix C to the Statement of Additional
Information.

To determine whether a contingent deferred sales charge applies to a redemption, the Fund redeems shares
in the following order:

1. shares acquired by reinvestment of dividends and capital gains distributions,
2. shares held for the holding period that applies to the class,
3. shares held the longest during the holding period.

Contingent deferred sales charges are not charged when you exchange shares of the Fund for shares of
other Oppenheimer funds. However, if you exchange them within the applicable contingent deferred sales charge
holding period, the holding period will carry over to the fund whose shares you acquire. Similarly, if you
acquire shares of this Fund by exchanging shares of another Oppenheimer fund that are still subject to a
contingent deferred sales charge holding period, that holding period will carry over to this Fund.

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain Oppenheimer funds at net asset value per share
at the time of exchange, without sales charge. Shares of the Fund can be purchased by exchange of shares of other
Oppenheimer funds on the same basis. To exchange shares, you must meet several conditions:

o Shares of the fund selected for exchange must be available for sale in your state of residence.
o The prospectuses of both funds must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at least 7 days before you can
exchange them. After the account is open 7 days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.

Shares of a particular class of the Fund may be exchanged only for shares of the same class in the
other Oppenheimer funds. For example, you can exchange Class A shares of this Fund only for Class A shares of
another fund. In some cases, sales charges may be imposed on exchange transactions. For tax purposes, exchanges
of shares involve a sale of the shares of the fund you own and a purchase of the shares of the other fund, which
may result in a capital gain or loss. Please refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.

You can find a list of Oppenheimer funds currently available for exchanges in the Statement of Additional
Information or obtain one by calling a service representative at 1.800.525.7048. That list can change from time
to time.

HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or by telephone:

Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form, signed by all owners of the
account. Send it to the Transfer Agent at the address on the back cover. Exchanges of shares held under
certificates cannot be processed unless the Transfer Agent receives the certificates with the request.

Telephone Exchange Requests. Telephone exchange requests may be made either by calling a service representative
at 1.800.852.8457, or by using PhoneLink for automated exchanges by calling 1.800.533.3310. Telephone exchanges
may be made only between accounts that are registered with the same name(s) and address. Shares held under
certificates may not be exchanged by telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you should be aware of:

o Shares are normally redeemed from one fund and purchased from the other fund in the exchange transaction
on the same regular business day on which the Transfer Agent receives an exchange request that
conforms to the policies described above. It must be received by the close of The New York Stock
Exchange that day, which is normally 4:00 P.M. but may be earlier on some days. However, either
fund may delay the purchase of shares of the fund you are exchanging into up to seven days if it
determines it would be disadvantaged by the same day exchange.

o The interests of the Fund's long-term shareholders and its ability to manage its investments may be
adversely affected when its shares are repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts are involved, the Fund may
have difficulty implementing long-term investment strategies, because it cannot predict how much
cash it will have to invest. Market timing also may force the Fund to sell portfolio securities at
disadvantageous times to raise the cash needed to buy a market timer's Fund shares. These factors
may hurt the Fund's performance and its shareholders. When the Manager believes frequent trading
would have a disruptive effect on the Fund's ability to manage its investments, the Manager and the
Fund may reject purchase orders and exchanges into the Fund by any person, group or account that
the Manager believes to be a market timer.
o Because excessive trading can hurt fund performance and harm shareholders, the Fund reserves the right
to refuse any exchange request that it believes will disadvantage it, or to refuse multiple
exchange requests submitted by a shareholder or dealer.

o The Fund may amend, suspend or terminate the exchange privilege at any time. The Fund will provide you
notice whenever it is required to do so by applicable law, but it may impose changes at any time
for emergency purposes.

o If the Transfer Agent cannot exchange all the shares you request because of a restriction cited above,
only the shares eligible for exchange will be exchanged.

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling, and exchanging shares is contained
in the Statement of Additional Information.

The offering of shares may be suspended during any period in which the determination of net asset value is
suspended, and the offering may be suspended by the Board of Directors at any time the Board believes it
is in the Fund's best interest to do so.

Telephone transaction privileges for purchases, redemptions or exchanges may be modified, suspended or terminated
by the Fund at any time. The Fund will provide you notice whenever it is required to do so by
applicable law. If an account has more than one owner, the Fund and the Transfer Agent may rely on the
instructions of any one owner. Telephone privileges apply to each owner of the account and the dealer
representative of record for the account unless the Transfer Agent receives cancellation instructions
from an owner of the account.

The Transfer Agent will record any telephone calls to verify data concerning transactions and has adopted other
procedures to confirm that telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by confirming such transactions in
writing. The Transfer Agent and the Fund will not be liable for losses or expenses arising out of
telephone instructions reasonably believed to be genuine.

Redemption or transfer requests will not be honored until the Transfer Agent receives all required documents in
proper form. From time to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.

Dealers that can perform account transactions for their clients by participating in NETWORKING through the
National Securities Clearing Corporation are responsible for obtaining their clients' permission to
perform those transactions, and are responsible to their clients who are shareholders of the Fund if the
dealer performs any transaction erroneously or improperly.

The redemption price for shares will vary from day to day because the value of the securities in the Fund's
portfolio fluctuates. The redemption price, which is the net asset value per share, will normally differ
for each class of shares. The redemption value of your shares may be more or less than their original
cost.

Payment for redeemed shares ordinarily is made in cash. It is forwarded by check or through AccountLink or by
Federal Funds wire (as elected by the shareholder) within seven days after the Transfer Agent receives
redemption instructions in proper form. However, under unusual circumstances determined by the
Securities and Exchange Commission, payment may be delayed or suspended. For accounts registered in the
name of a broker-dealer, payment will normally be forwarded within three business days after
redemption.

The Transfer Agent may delay forwarding a check or processing a payment via AccountLink for recently purchased
shares, but only until the purchase payment has cleared. That delay may be as much as 10 days from the
date the shares were purchased. That delay may be avoided if you purchase shares by Federal Funds wire
or certified check, or arrange with your bank to provide telephone or written assurance to the Transfer
Agent that your purchase payment has cleared.

Involuntary redemptions of small accounts may be made by the Fund if the account value has fallen below $500 for
reasons other than the fact that the market value of shares has dropped. In some cases involuntary
redemptions may be made to repay the Distributor for losses from the cancellation of share purchase
orders.

Shares may be "redeemed in kind" under unusual circumstances (such as a lack of liquidity in the Fund's portfolio
to meet redemptions). This means that the redemption proceeds will be paid with liquid securities from
the Fund's portfolio.

"Backup Withholding" of federal income tax may be applied against taxable dividends, distributions and
redemption proceeds (including exchanges) if you fail to furnish the Fund your correct, certified Social
Security or Employer Identification Number when you sign your application, or if you under-report your
income to the Internal Revenue Service.

To avoid sending duplicate copies of materials to households, the Fund will mail only one copy of each
prospectus, annual and semi-annual report and annual notice of the Fund's privacy policy to shareholders
having the same last name and address on the Fund's records. The consolidation of these mailings,
called householding, benefits the Fund through reduced mailing expense.

If you want to receive multiple copies of these materials, you may call the Transfer Agent at
1.800.525.7048. You may also notify the Transfer Agent in writing. Individual copies of prospectuses
and reports and privacy notices will be sent to you commencing 30 days after the Transfer Agent receives
your request to stop householding.

DIVIDENDS, CAPITAL GAINS AND TAXES

DIVIDENDS. The Fund intends to declare dividends separately for each class of shares from net investment income
on an annual basis. The Fund intends to pay dividends to shareholders in December on a date selected by the Board
of Directors.

Dividends and other distributions paid on Class A and Class Y shares will generally be higher than
dividends for Class B, Class C and Class N shares, which normally have higher expenses than Class A and Class Y
shares. The Fund has no fixed dividend rate and cannot guarantee that it will pay any dividends or other
distributions.

CAPITAL GAINS. The Fund may realize capital gains on the sale of portfolio securities. If it does, it may make
distributions out of any net short-term or long-term capital gains in December of each year. The Fund may make
supplemental distributions of dividends and capital gains following the end of its fiscal year. There can be no
assurance that the Fund will pay any capital gains distributions in a particular year.

WHAT ARE YOUR CHOICES FOR RECEIVING DISTRIBUTIONS? When you open your account, specify on your application how
you want to receive your dividends and distributions. You have four options:

Reinvest All Distributions in the Fund. You can elect to reinvest all dividends and capital gains distributions
in additional shares of the Fund.

Reinvest Dividends or Capital Gains. You can elect to reinvest some distributions (dividends, short-term capital
gains or long-term capital gains distributions) in the Fund while receiving the other types of distributions by
check or having them sent to your bank account through AccountLink.

Receive All Distributions in Cash. You can elect to receive a check for all dividends and capital gains
distributions or have them sent to your bank through AccountLink.

Reinvest Your Distributions in Another OppenheimerFunds Account. You can reinvest all distributions in the same
class of shares of another OppenheimerFunds account you have established.

TAXES. If your shares are not held in a tax-deferred retirement account, you should be aware of the following tax
implications of investing in the Fund. Distributions are subject to federal income tax and may be subject to
state or local taxes. Dividends paid from short-term capital gains and net investment income are taxable as
ordinary income. Long-term capital gains are taxable as long-term capital gains when distributed to
shareholders. It does not matter how long you have held your shares. Whether you reinvest your distributions in
additional shares or take them in cash, the tax treatment is the same.

Every year the Fund will send you and the IRS a statement showing the amount of any taxable distribution
you received in the previous year. Any long-term capital gains will be separately identified in the tax
information the Fund sends you after the end of the calendar year.

Avoid "Buying a Dividend." If you buy shares on or just before the ex-dividend date or just before the Fund
declares a capital gain distribution, you will pay the full price for the shares and then receive a portion of
the price back as a taxable dividend or capital gain.

Remember, There May be Taxes on Transactions. Because the Fund's share prices fluctuate, you may have a capital
gain or loss when you sell or exchange your shares. A capital gain or loss is the difference between the price
you paid for the shares and the price you received when you sold them. Any capital gain is subject to capital
gains tax.

Returns of Capital Can Occur. In certain cases, distributions made by the Fund may be considered a non-taxable
return of capital to shareholders. If that occurs, it will be identified in notices to shareholders.

This information is only a summary of certain federal income tax information about your investment. You
should consult with your tax adviser about the effect of an investment in the Fund on your particular tax
situation.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's financial performance for the past
5 fiscal years. Certain information reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information was audited by Deloitte & Touche LLP, the
Fund's independent auditors, whose report, along with the Fund's financial statements, is included in the
Statement of Additional Information, which is available on request.


FINANCIAL HIGHLIGHTS



CLASS A                 YEAR ENDED DECEMBER 31,                   2001          2000           1999         1998            1997
====================================================================================================================================

 PER SHARE OPERATING DATA

 Net asset value, beginning of period   $ 11.78       $ 13.25        $ 12.23      $ 11.00         $ 9.77
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                              .08           .15            .14          .16            .16
 Net realized and unrealized gain (loss)                          (1.31)         (.84)          2.01         2.09           2.49
                                                                --------------------------------------------------------------------
 Total income (loss) from
 investment operations                                            (1.23)         (.69)          2.15         2.25           2.65
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                              (.11)         (.15)          (.12)        (.15)          (.14)
 Distributions from net realized gain                              (.04)         (.63)         (1.01)        (.87)         (1.28)
                                                                --------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                                   (.15)         (.78)         (1.13)       (1.02)         (1.42)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                              $    10.40    $    11.78     $    13.25   $    12.23     $    11.00
                                                                ====================================================================

====================================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)                             (10.43)%       (5.62)%        18.34%       21.16%         27.39%

====================================================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)                    $2,665,614    $3,161,399     $3,157,204   $2,594,324     $2,237,603
------------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                           $2,847,999    $3,382,139     $2,756,760   $2,387,815     $2,045,166
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income                                             0.66%         1.17%          1.12%        1.31%          1.43%
 Expenses                                                          0.90%         0.87%          0.87%        0.86%(3)       0.89%(3)
------------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                            116%           61%            34%          38%            92%



1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal period.
Sales charges are not reflected in the total returns. Total returns are not
annualized for periods less than one full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                    | OPPENHEIMER TOTAL RETURN FUND, INC.



FINANCIAL HIGHLIGHTS Continued



CLASS B     YEAR ENDED DECEMBER 31,                       2001       2000         1999        1998           1997
====================================================================================================================

 PER SHARE OPERATING DATA

 Net asset value, beginning of period                  $  11.65   $  13.10   $    12.10    $    10.89     $   9.70
--------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                              (.01)       .05          .04           .06          .07
 Net realized and unrealized gain (loss)                  (1.29)      (.84)        1.98          2.08         2.45
                                                       -------------------------------------------------------------
 Total income (loss) from
 investment operations                                    (1.30)      (.79)        2.02          2.14         2.52
--------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                      (.01)      (.03)        (.01)         (.06)        (.05)
 Distributions from net realized gain                      (.04)      (.63)       (1.01)         (.87)       (1.28)
                                                       -------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                           (.05)      (.66)       (1.02)         (.93)       (1.33)
--------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                        $  10.30   $  11.65   $    13.10    $    12.10     $  10.89
                                                       =============================================================

====================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)                     (11.15)%    (6.36)%      17.37%        20.25%       26.17%

====================================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)              $570,715   $800,063   $1,152,235    $1,201,741     $986,713
--------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                     $658,336   $964,967   $1,196,118    $1,080,395     $877,911
--------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                             (0.13)%     0.37%        0.32%         0.50%      0.62%
 Expenses                                                  1.69%      1.66%        1.67%         1.67%(3)   1.71%(3)
--------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                    116%        61%          34%           38%        92%


1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal period.
Sales charges are not reflected in the total returns. Total returns are not
annualized for periods less than one full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                    | OPPENHEIMER TOTAL RETURN FUND, INC.





CLASS C   YEAR ENDED DECEMBER 31,                2001      2000      1999      1998         1997
====================================================================================================

 PER SHARE OPERATING DATA

 Net asset value, beginning of period          $ 11.67   $ 13.13   $ 12.13   $ 10.92      $ 9.72
----------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                     (.01)      .04       .04       .06         .07
 Net realized and unrealized gain (loss)         (1.30)     (.82)     1.98      2.08        2.46
                                              ------------------------------------------------------
 Total income (loss) from
 investment operations                           (1.31)     (.78)     2.02      2.14        2.53
----------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income             (.02)     (.05)     (.02)     (.06)       (.05)
 Distributions from net realized gain             (.04)     (.63)    (1.00)     (.87)      (1.28)
                                              ------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                  (.06)     (.68)    (1.02)     (.93)      (1.33)
----------------------------------------------------------------------------------------------------
 Net asset value, end of period                $ 10.30    $11.67    $13.13    $12.13      $10.92
                                              ======================================================

====================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)            (11.24)%   (6.33)%   17.37%    20.20%      26.23%

====================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)      $90,440  $108,522   $75,886   $58,082     $36,657
----------------------------------------------------------------------------------------------------
 Average net assets (in thousands)             $98,104  $ 97,172   $66,185   $46,558     $27,349
----------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                    (0.13)%    0.37%     0.31%     0.50%       0.63%
 Expenses                                         1.69%     1.67%     1.68%     1.67%(3)    1.72%(3)
----------------------------------------------------------------------------------------------------
 Portfolio turnover rate                           116%       61%       34%       38%         92%



1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal period.
Sales charges are not reflected in the total returns. Total returns are not
annualized for periods less than one full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                    | OPPENHEIMER TOTAL RETURN FUND, INC.



FINANCIAL HIGHLIGHTS  Continued
-------------------------------------------------------------------------------



                                                                     PERIOD ENDED
 CLASS N                                                     DECEMBER 31, 2001(1)
=================================================================================

 PER SHARE OPERATING DATA

 Net asset value, beginning of period                                   $ 11.38
---------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                                      .02
 Net realized and unrealized gain (loss)                                   (.88)
                                                                        ---------
 Total income (loss) from investment operations                            (.86)
---------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                                      (.12)
 Distributions from net realized gain                                      (.04)
                                                                        ---------

 Total dividends and/or distributions to shareholders                      (.16)
---------------------------------------------------------------------------------
 Net asset value, end of period                                         $ 10.36
                                                                        =========

=================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)                                      (7.54)%

=================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)                               $ 1,368
---------------------------------------------------------------------------------
 Average net assets (in thousands)                                      $   593
---------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                                                     0.20%
 Expenses                                                                  1.23%
---------------------------------------------------------------------------------
 Portfolio turnover rate                                                    116%



1. For the period from March 1, 2001 (inception of offering) to December 31,
2001.
2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the
reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods less than one full
year.
3. Annualized for periods of less than one full year.



                    | OPPENHEIMER TOTAL RETURN FUND, INC.


|


CLASS Y YEAR ENDED DECEMEBR 31,                   2001      2000        1999       1998         1997

=============================================================================================================
 PER SHARE OPERATING DATA

 Net asset value, beginning of period           $ 11.78   $ 13.26     $ 12.24    $ 11.00       $ 9.77
-------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                              .09       .17         .17        .17          .18
 Net realized and unrealized gain (loss)          (1.31)     (.84)       2.00       2.10         2.48
                                               --------------------------------------------------------------
 Total income (loss) from
 investment operations                            (1.22)     (.67)       2.17       2.27         2.66
-------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income              (.12)     (.18)       (.14)      (.16)        (.15)
 Distributions from net realized gain              (.04)     (.63)      (1.01)      (.87)       (1.28)
                                               --------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                   (.16)     (.81)      (1.15)     (1.03)       (1.43)
-------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                 $ 10.40   $ 11.78     $ 13.26    $ 12.24      $ 11.00
                                               ==============================================================

=============================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)             (10.29)%   (5.54)%     18.53%     21.33%       27.53%

=============================================================================================================
 RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)       $49,223   $55,685     $52,442    $38,874      $26,546
-------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)              $50,147   $57,358     $47,152    $33,687      $21,977
-------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income                             0.80%     1.29%       1.32%      1.39%        1.60%
 Expenses                                          0.80%     0.75%       0.67%      0.80%(3)     0.74%(3)
 Expenses, net of reduction to custodian
 expenses and voluntary waiver of
 transfer agent fees                               0.76%      N/A         N/A        N/A          N/A
-------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            116%       61%         34%        38%          92%



1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at
the net asset value calculated on the last business day of the fiscal period.
Sales charges are not reflected in the total returns. Total returns are not
annualized for periods less than one full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

                    | OPPENHEIMER TOTAL RETURN FUND, INC.

INFORMATION AND SERVICES

For More Information on Oppenheimer Total Return Fund, Inc.
The following additional information about the Fund is available without charge
upon request:


STATEMENT OF ADDITIONAL INFORMATION.

This document includes additional information about the Fund's investment policies,
risks, and operations. It is incorporated by reference into this Prospectus (which means
it is legally part of this Prospectus).


ANNUAL AND SEMI-ANNUAL REPORTS.

Additional information about the Fund's investments and performance is available in the Fund's Annual and
Semi-Annual Reports to shareholders. The Annual Report includes a discussion of market conditions and
investment strategies that significantly affected the Fund's performance during its last fiscal year.

How to Get More Information
You can request the Statement of Additional Information, the Annual and Semi-Annual Reports, the notice
explaining the Fund's privacy policy and other information about the Fund or your account:

By Telephone:
Call OppenheimerFunds Services toll-free: 1.800.525.7048
By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
On the Internet:
You can send us a  request  by  e-mail  or read or  download  documents  on the  OppenheimerFunds  web  site:
WWW.OPPENHEIMERFUNDS.COM
------------------------

Information  about the Fund including the Statement of Additional  Information  can be reviewed and copied at
the SEC's Public  Reference Room in  Washington,  D.C.  Information on the operation of the Public  Reference
Room may be obtained  by calling the SEC at  1.202.942.8090.  Reports  and other  information  about the Fund
are available on the EDGAR  database on the SEC's  Internet web site at  WWW.SEC.GOV.  Copies may be obtained
                                                                         -----------
after payment of a duplicating  fee by electronic  request the SEC's e-mail  address:  PUBLICINFO@SEC.GOV  or
                                                                                       ------------------
writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any  information  about the Fund or to make any  representations  about
the Fund other than what is contained in this  Prospectus.  This Prospectus is not an offer to sell shares of
the Fund,  nor a  solicitation  of an offer to buy  shares of the Fund,  to any  person in any state or other
jurisdiction where it is unlawful to make such an offer.
                                                              The Fund's shares are distributed by:
                                                               OppenheimerFunds Distributor, Inc.

The Fund's SEC File No. is 811-490
PR0420.001.0402 Printed on recycled paper.

                                             Appendix to Prospectus of
                                        Oppenheimer Total Return Fund, Inc.


         Graphic material included in the Prospectus of Oppenheimer Total Return Fund, Inc. (the "Fund") under
the heading: "Annual Total Returns (Class A)(as of 12/31 each year)":


         A bar chart will be included in the Prospectus of the Fund depicting the annual total returns of a
hypothetical investment in Class A shares of the Fund for the past 10 calendar years, without deducting sales
charges. Set forth below are the relevant data points that will appear in the bar chart:


------------------------------------------------------------- --------------------------------------------------------
                        Year Ended:                                             Annual Total Return
------------------------------------------------------------- --------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------
                          12/31/92                                                    12.83%
------------------------------------------------------------- --------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------
                          12/31/93                                                    21.24%
------------------------------------------------------------- --------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------
                          12/31/94                                                    -7.86%
------------------------------------------------------------- --------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------
                          12/31/95                                                    30.12%
------------------------------------------------------------- --------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------
                          12/31/96                                                    19.73%
------------------------------------------------------------- --------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------
                          12/31/97                                                    27.39%
------------------------------------------------------------- --------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------
                          12/31/98                                                    21.16%
------------------------------------------------------------- --------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------
                          12/31/99                                                    18.34%
------------------------------------------------------------- --------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------
                          12/31/00                                                    -5.62%
------------------------------------------------------------- --------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------

                          12/31/01                                                    -10.43%

------------------------------------------------------------- --------------------------------------------------------