OPPENHEIMER TOTAL RETURN FUND, INC.

                                         Supplement Dated October 7, 2002
                          to the Statement of Additional Information dated April 30, 2002

The Statement of Additional Information is changed as follows:

1.       The supplement dated July 1, 2002 is deleted and replaced by this supplement.

2.       The section  captioned  "Distribution  and Service  Plans - Class A Service Plan" on page 38 is revised by
     adding  the  following  to the end of the  first  paragraph:  "With  respect  to  purchases  of Class A shares
     subject to a contingent  deferred  sales charge by certain  retirement  plans that purchased such shares prior
     to March 1, 2001 ("grandfathered  retirement accounts"),  the Distributor currently intends to pay the service
     fee to  Recipients in advance for the first year after the shares are  purchased.  After the first year shares
     are  outstanding,  the  Distributor  makes service fee payments to Recipients  quarterly on those shares.  The
     advance  payment is based on the net asset value of shares sold.  Shares  purchased by exchange do not qualify
     for the advance service fee payment.  If Class A shares  purchased by  grandfathered  retirement  accounts are
     redeemed  during the first year after their  purchase,  the Recipient of the service fees on those shares will
     be obligated  to repay the  Distributor  a pro rata portion of the advance  payment of the service fee made on
     those shares.

3.       The section  captioned " Additional  Information  About the Fund - The Custodian" on page 66 is revised by
     replacing the first  sentence of the paragraph  with the  following:  "Citibank,  N.A. is the custodian of the
     Fund's assets."

4.       The section captioned "Custodian Bank" on the back cover is replaced with the following:

                  Citibank, N.A.
                  111 Wall Street
                  New York, New York 10005



October 7, 2002                                                                           PX0420.013