UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM N-CSR

              CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
                              INVESTMENT COMPANIES

                    Investment Company Act file number 811-21268

                       Oppenheimer Total Return Bond Fund
               (Exact name of registrant as specified in charter)

             6803 SOUTH TUCSON WAY, CENTENNIAL, COLORADO 80112-3924
                    (Address of principal executive offices)
                                                               (Zip code)
                              Robert G. Zack, Esq.
                             OppenheimerFunds, Inc.
                  498 Seventh Avenue, New York, New York 10018
- --------------------------------------------------------------------------------
                           (Name and address of agent for service)


Registrant's telephone number, including area code: (303) 768-3200
                                                    --------------

Date of fiscal year end:  April 30

Date of reporting period:  February 21, 2003 - April 30, 2003



ITEM 1.  REPORTS TO STOCKHOLDERS.





April 30, 2003

Oppenheimer
Total Return Bond Fund



                                                                 Management
                                                                Commentaries
                                                                     and
                                                                Annual Report



[GRAPHIC]

MANAGEMENT COMMENTARIES
    Performance Update
    Investment Strategy Discussion
ANNUAL REPORT AND FINANCIAL STATEMENTS
    Listing of Investments
    Financials

                                                        [LOGO]
                                                  Oppenheimer Funds(R)
                                                The Right Way to invest


HIGHLIGHTS

Fund Objective
OPPENHEIMER TOTAL RETURN BOND FUND seeks high total return through both capital
appreciation and income. In seeking its objective, the Fund attempts to preserve
capital.


MANAGEMENT
COMMENTARIES
AND ADDITIONAL DISCLOSURES

 1   Letter to Shareholders

 2   An Interview
     with Your Fund's Managers

21   Federal Income Tax
     Information

28   Privacy Policy Notice

ANNUAL REPORT
AND FINANCIAL
STATEMENTS

 5   Statement of Investments

 8   Statement of Assets and Liabilities

 9   Statement of Operations

10   Statement of Changes in Net Assets

11   Financial Highlights

13   Notes to Financial Statements

20   Report of Independent Auditors

22   Trustees and
     Officers Bios


Cumulative Total Returns*
             For the Period since the
             Fund's inception on 2/21/03
             until 4/30/03

             Without        With
             Sales Chg.     Sales Chg.
- --------------------------------------
Class A      1.14%          -3.67%
- --------------------------------------
Class B      0.97           -4.03
- --------------------------------------
Class C      0.96           -0.04
- --------------------------------------
Class N      1.08            0.08


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

Standardized Yields 1

For the 30 Days Ended 4/30/03
- --------------------------------------
Class A      1.30%
- --------------------------------------
Class B      0.49%
- --------------------------------------
Class C      0.26%
- --------------------------------------
Class N      1.12%


1. Standardized yield is based on net investment income for the 30-day period
ended April 30, 2003. Falling share prices will tend to artificially raise
yields.

Shares of Oppenheimer funds are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the FDIC or any other agency, and
involve investment risks, including the possible loss of the principal amount
invested.

*See Notes on page 4 for further details.

Not part of the annual report to Fund shareholders


LETTER TO SHAREHOLDERS

Dear Shareholder,


It is nearly impossible to reflect on the past six months without thinking about
the war with Iraq. We experienced a range of emotions in the days leading up to
the war and especially as the media brought the war into our homes, as never
before.
   At OppenheimerFunds, we face the difficult task of looking beyond the war to
see its long-term impact, together with other factors, on the global economy,
the financial markets and, in the end, your investment with us. It's a
responsibility that we take very seriously and becomes our primary focus during
uncertain times like these.
   It is our strong belief that investors can be well served by this
professional insight and by the guidance provided by a financial advisor. In
partnership with OppenheimerFunds, your financial advisor can help you navigate
through this volatile and sometimes unpredictable environment. We encourage you
to continue to work closely with your advisor to develop and implement an
investment plan that fits your goals and risk tolerance.
   On our end, we continue to be the home to some of the most experienced and
talented investment professionals in the industry. They remain focused on proven
methods that drive informed, intelligent investment decisions. It is an approach
we are proud of and one that has served investors well in a variety of market
conditions.
   We've found that in good times and bad, the fundamental principles of
investing remain key for financial success. These principles--investing
according to your goals, diversifying your portfolio and benefiting from the
value of professional investment advice--are simple ideas that have proven
themselves over time, and, we believe, will prove themselves again.
   We thank you for your continued confidence in OppenheimerFunds and encourage
you to visit our website, www.oppenheimerfunds.com, or speak with your advisor
for up to date information on your investments and the markets.

Sincerely,
/s/ John V. Murphy



John V. Murphy
May 21, 2003

These general market views represent opinions of OppenheimerFunds, Inc. and are
not intended to predict performance of the securities markets or any particular
fund. Specific information that applies to your Fund is contained in the pages
that follow.


[PHOTO]
John V. Murphy

John V. Murphy
President
Oppenheimer
Total Return Bond Fund



Not part of the annual report to Fund shareholders

                     1 | OPPENHEIMER TOTAL RETURN BOND FUND


AN INTERVIEW WITH YOUR FUND'S MANAGERS

Q
How has OPPENHEIMER TOTAL RETURN BOND FUND performed since its inception on
February 21, 2003 until April 30, 2003?
A. Even though it was an extremely limited time period, the Fund performed well
during this period, producing positive total returns. On a relative basis, the
Fund slightly underperformed its benchmark, the Salomon Brothers Broad
Investment Grade Index. 2

What were the market conditions like during this short period and how did they
affect performance?
During the period, many segments of the fixed-income markets fared well versus
equities. Within the fixed-income markets, non-Treasury securities, or "spread
products," outperformed Treasuries and the Fund's exposure to these types of
bonds was a clear contributor during the period. In fact, corporate bonds, a
sector in which the Fund was overweight, was a strong contributor to performance
during the period, as companies continued to cut down on debt and clean up
balance sheets.
   Regarding the Treasury yield curve, our positioning was generally defensive,
meaning that the Fund's assets carried less interest rate sensitivity than that
of its peers. Such a position would benefit relative performance if interest
rates increased. As it turned out, the curve did not change much during the
period.
   U.S. government agency securities also performed well. While we remain
neutral towards mortgage-backed securities, because of what we believe is a fair
valuation, our strong security selection within the sector added to performance.

Can you explain the investment approach being used by the Fund?
Our investment approach can be broken down into three main components,
maximizing total return, having broad exposure with measured risk and utilizing
our team advantage. First, OPPENHEIMER TOTAL RETURN BOND FUND has a "core-plus"
approach, which seeks to maximize total return, while controlling risk through
diversification. Our "core-plus" style leads the Fund to invest primarily in
high-quality Treasuries, corporate and government agencies, including
mortgage-backed securities. We will opportunistically invest in high yield bonds
and foreign developed and emerging market bonds, as market events dictate.
   Secondly, alongside a proprietary risk management model, our investment
decisions are based on careful assessment of five critical areas: credit risk,
prepayment risk, interest rate sensitivity, yield curve and international
exposure.
   The third and final piece of our investment approach focuses on utilizing the
benefits of team-oriented portfolio management. A group of specialists,
including portfolio managers, analysts and traders, work together to provide a
level of oversight and direction that a single manager would find difficult to
achieve alone. Arranged by areas of expertise, these specialists are responsible
for managing specific portions of the Fund's investments, which we believe gives
us a competitive advantage over our peers.


[SIDEBAR]
Portfolio Management Team
Angelo Manioudakis
Benjamin Gord
Chuck Moon



2. The Fund's performance (Class A shares @ NAV) is compared to the Salomon
Brothers Broad Investment Grade Index, a market-capitalization weighted index
that includes fixed-rate Treasury, government-sponsored, corporate and mortgage
securities.

Not part of the annual report to Fund shareholders

                     2 | OPPENHEIMER TOTAL RETURN BOND FUND



What is your outlook going forward?
The duration of the Fund's holdings continues to be a third less than its Lipper
peer group. We believe the market is pricing in continued economic weakness;
however, we are positioning the Fund for more of a recovery. We are confident
corporate bonds will continue to perform well and offer favorable yields over
Treasuries. This is due to the fact that companies are sharpening their focus on
their balance sheets, which tends to bode well for corporate bondholders.
   In the mortgage sector, valuations relative to Treasuries are fair, in our
opinion. However, as these securities cheapen, as we expect, we'll likely
increase our exposure to those types of bonds from our current neutral
weighting. At this time, we do not plan to extend the Fund's duration as we
maintain our belief that interest rates remain somewhat vulnerable to changes in
the near term.
   We believe our team oriented approach and ability to effectively understand
and manage risk will benefit shareholders and continue to make OPPENHEIMER TOTAL
RETURN BOND FUND part of The Right Way to Invest.


[SIDEBAR]

"We are confident corporate bonds will continue to perform well and offer
favorable yields over Treasuries."




 Not part of the annual report to Fund shareholders

                     3 | OPPENHEIMER TOTAL RETURN BOND FUND


NOTES

In reviewing performance, please remember that past performance cannot guarantee
future results. Investment return and principal value of an investment in the
Fund will fluctuate so that an investor's shares, when redeemed, may be worth
more or less than the original cost. Because of ongoing market volatility, the
Fund's performance may be subject to substantial fluctuations, and current
performance may be more or less than the results shown. For updates on the
Fund's performance, visit our website at www.oppenheimerfunds.com.

Total returns include changes in share price and reinvestment of dividends and
capital gains distributions in a hypothetical investment for the periods shown.
Cumulative total returns are not annualized. The Fund's total returns shown do
not reflect the deduction of income taxes on an individual's investment. Because
the Fund was first publicly offered on February 21, 2003, no performance
information is included in graphic form. Taxes may reduce your actual investment
returns on income or gains paid by the Fund or any gains you may realize if you
sell your shares. For more complete information about the Fund, including
charges, expenses and risks, please refer to the prospectus. To obtain a copy,
call your financial advisor, call OppenheimerFunds Distributor, Inc. at
1.800.CALL OPP (1.800.225.5677) or visit the OppenheimerFunds website at
www.oppenheimerfunds.com. Read the prospectus carefully before you invest or
send money.

Please remember this Fund has a limited operating history.

Class A shares of the Fund were first publicly offered on 2/21/03. Unless
otherwise noted, Class A returns include the current maximum initial sales
charge of 4.75%.

Class B shares of the Fund were first publicly offered on 2/21/03. Unless
otherwise noted, Class B returns include the applicable contingent deferred
sales charge of 5% (since inception). Class B shares are subject to an annual
0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 2/21/03. Unless
otherwise noted, Class C returns include the contingent deferred sales charge of
1% for the one-year period. Class C shares are subject to an annual 0.75%
asset-based sales charge.

Class N shares of the Fund were first publicly offered on 2/21/03. Class N
shares are offered only through retirement plans. Unless otherwise noted, Class
N returns include the contingent deferred sales charge of 1% for the one-year
period. Class N shares are subject to an annual 0.25% asset-based sales charge.

An explanation of the calculation of performance is in the Fund's Statement of
Additional Information.


Not part of the annual report to Fund shareholders

                     4 | OPPENHEIMER TOTAL RETURN BOND FUND


 STATEMENT OF INVESTMENTS  April 30, 2003



                                                                                                    Principal       Market Value
                                                                                                       Amount         See Note 1
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                             
 Asset-Backed Securities--3.1%
 BMW Vehicle Owner Trust, Automobile Loan Certificates,
 Series 2003-A, Cl. A2, 1.45%, 11/25/05                                                        $      190,000       $    190,000
- ---------------------------------------------------------------------------------------------------------------------------------
 Centex Home Equity Co. LLC, Home Equity Loan Asset-Backed Certificates, Series 2003-A,
 Cl. AF1, 1.836%, 10/25/17                                                                             59,309             59,257
- ---------------------------------------------------------------------------------------------------------------------------------
 CitiFinancial Mortgage Securities, Inc., Home Equity Collateralized Mtg. Obligations, Series 2003-1,
 Cl. AF1, 1.94%, 1/25/33 1                                                                            150,732            150,764
- ---------------------------------------------------------------------------------------------------------------------------------
 Residential Funding Mortgage Securities II, Inc., Home Equity Loan Pass-Through Certificates,
 Series 2003-HS1, Cl. AI2, 1.422%, 1/25/33 1,2                                                        219,166            219,134
- ---------------------------------------------------------------------------------------------------------------------------------
 Toyota Auto Receivables Owner Trust, Automobile Mortgage-Backed Obligations, Series 2003-A,
 Cl. A2, 1.28%, 8/15/05                                                                               260,000            259,961
                                                                                                                    -------------
 Total Asset-Backed Securities (Cost $879,196)                                                                           879,116

- ---------------------------------------------------------------------------------------------------------------------------------
 Mortgage-Backed Obligations--41.1%
- ---------------------------------------------------------------------------------------------------------------------------------
 Government Agency--39.2%
- ---------------------------------------------------------------------------------------------------------------------------------
 FHLMC/FNMA/Sponsored--39.2%
 Federal Home Loan Mortgage Corp., Structured Pass-Through Securities, Collateralized Mtg.
 Obligations,  Series H006, Cl. A1, 1.724%, 4/15/08 1                                                 140,000            140,000
- ---------------------------------------------------------------------------------------------------------------------------------
 Federal National Mortgage Assn.:
 5.50%, 5/16/18-5/13/33 3                                                                             995,000          1,028,237
 6%, 5/16/18-5/25/33 3                                                                              2,391,000          2,493,914
 6.50%, 5/1/18-5/25/33 3                                                                            2,820,000          2,953,803
 7%, 5/25/33-6/25/33 3                                                                              4,374,000          4,622,132
 8.50%, 7/1/32                                                                                         46,653             50,337
                                                                                                                    -------------
                                                                                                                      11,288,423

- ---------------------------------------------------------------------------------------------------------------------------------
 Private--1.9%
- ---------------------------------------------------------------------------------------------------------------------------------
 Commercial--1.9%
 Bear Stearns Commercial Mortgage Securities, Inc., Commercial Mtg. Obligations, Series 2003-T10,
 Cl. A1, 4%, 3/13/40                                                                                  172,000            174,284
- ---------------------------------------------------------------------------------------------------------------------------------
 GE Capital Commercial Mortgage Corp., Commercial Mtg. Obligations, Series 2003-C1, Cl. A2,
 4.093%, 1/10/38                                                                                      138,000            140,525
- ---------------------------------------------------------------------------------------------------------------------------------
 J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates,
 Series 2003-ML1A, Cl. A1, 3.972%, 3/12/39                                                            103,000            104,439
- ---------------------------------------------------------------------------------------------------------------------------------
 Prudential Mortgage Capital Co. II LLC, Commercial Mtg. Pass-Through Certificates,
 Series PRU-HTG 2000-C1, Cl. A2, 7.306%, 10/6/15                                                      117,000            137,782
                                                                                                                    -------------
                                                                                                                         557,030
                                                                                                                    -------------

 Total Mortgage-Backed Obligations (Cost $11,797,124)                                                                 11,845,453

- ---------------------------------------------------------------------------------------------------------------------------------
 U.S. Government Obligations--37.6%

 Federal Home Loan Mortgage Corp. Unsec. Nts., 4.50%, 1/15/13                                       1,000,000          1,023,490
- ---------------------------------------------------------------------------------------------------------------------------------
 Federal National Mortgage Assn. Unsec. Nts., 4.25%, 7/15/07                                        1,150,000          1,219,031
- ---------------------------------------------------------------------------------------------------------------------------------
 U.S. Treasury Bonds:
 5.375%, 2/15/31                                                                                       17,000             18,555
 6.875%, 8/15/25                                                                                    1,500,000          1,912,911
- ---------------------------------------------------------------------------------------------------------------------------------
 U.S. Treasury Nts.:
 1.625%, 3/31/05                                                                                    1,807,000          1,812,931
 3%, 2/15/08                                                                                          258,000            260,741
 3.875%, 2/15/13                                                                                       98,000             98,161
 5.875%, 11/15/04                                                                                   1,555,000          1,662,818
 7%, 7/15/06                                                                                        2,450,000          2,821,425
                                                                                                                    -------------
 Total U.S. Government Obligations (Cost $10,796,811)                                                                 10,830,063


                     5 | OPPENHEIMER TOTAL RETURN BOND FUND


 STATEMENT OF INVESTMENTS  Continued



                                                                                        Principal            Market Value
                                                                                           Amount              See Note 1
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                      
 Corporate Bonds and Notes--14.1%
 AT&T Wireless Services, Inc.:
 7.50% Sr. Unsec. Nts., 5/1/07                                                        $    140,000           $    158,132
 8.75% Sr. Unsec. Nts., 3/1/31                                                              50,000                 62,485
- ---------------------------------------------------------------------------------------------------------------------------
 AXA Group, 8.60% Unsec. Sub. Nts., 12/15/30                                                90,000                108,781
- ---------------------------------------------------------------------------------------------------------------------------
 Citizens Communications Co., 9.25% Sr. Nts., 5/15/11                                       65,000                 82,302
- ---------------------------------------------------------------------------------------------------------------------------
 Core Investment Grade Bond Trust I, 4.727% Pass-Through
 Certificates, Series 2002-1, 11/30/07                                                   1,000,000              1,036,415
- ---------------------------------------------------------------------------------------------------------------------------
 Deutsche Telekom International BV, 8.75% Unsec. Unsub. Nts., 6/15/30                       40,000                 49,605
- ---------------------------------------------------------------------------------------------------------------------------
 DTE Energy Co., 6.375% Sr. Nts., 4/15/33                                                   85,000                 89,428
- ---------------------------------------------------------------------------------------------------------------------------
 Federated Department Stores, Inc., 6.625% Sr. Nts., 4/1/11                                 70,000                 77,620
- ---------------------------------------------------------------------------------------------------------------------------
 FirstEnergy Corp., 7.375% Sr. Unsub. Nts., Series C, 11/15/31                              90,000                 99,555
- ---------------------------------------------------------------------------------------------------------------------------
 Ford Motor Co., 7.45% Bonds, 7/16/31                                                      110,000                 98,171
- ---------------------------------------------------------------------------------------------------------------------------
 France Telecom SA, 10% Sr. Unsec. Nts., 3/1/31 2                                           55,000                 73,406
- ---------------------------------------------------------------------------------------------------------------------------
 Franklin Resources, Inc., 3.70% Nts., 4/15/08                                              49,000                 49,168
- ---------------------------------------------------------------------------------------------------------------------------
 General Motors Acceptance Corp., 6.875% Unsec. Unsub. Nts., 8/28/12                       270,000                275,042
- ---------------------------------------------------------------------------------------------------------------------------
 Hertz Corp. (The), 7.625% Sr. Nts., 6/1/12                                                200,000                200,500
- ---------------------------------------------------------------------------------------------------------------------------
 Household Finance Corp., 7% Nts., 5/15/12                                                 100,000                114,725
- ---------------------------------------------------------------------------------------------------------------------------
 Hutchison Whampoa International Ltd., 6.50% Nts., 2/13/13 4                                90,000                 91,419
- ---------------------------------------------------------------------------------------------------------------------------
 J.P. Morgan Chase & Co., 6.75% Sub. Nts., 2/1/11                                           63,000                 71,850
- ---------------------------------------------------------------------------------------------------------------------------
 MidAmerican Energy Holdings Co., 5.875% Sr. Nts., 10/1/12                                 130,000                136,113
- ---------------------------------------------------------------------------------------------------------------------------
 Morgan Stanley, 6.60% Nts., 4/1/12                                                         70,000                 79,381
- ---------------------------------------------------------------------------------------------------------------------------
 News America Holdings, Inc., 7.75% Sr. Unsec. Debs., 12/1/45                              120,000                136,997
- ---------------------------------------------------------------------------------------------------------------------------
 Northrop Grumman Corp., 7.125% Sr. Nts., 2/15/11                                           75,000                 87,965
- ---------------------------------------------------------------------------------------------------------------------------
 Prudential Holdings LLC, 8.695% Bonds, Series C, 12/18/23 4                               100,000                121,818
- ---------------------------------------------------------------------------------------------------------------------------
 Rogers Wireless Communications, Inc., 9.625% Sr. Sec. Nts., 5/1/11                         21,000                 23,231
- ---------------------------------------------------------------------------------------------------------------------------
 Simon DeBartolo Group LP, 6.875% Unsec. Nts., 11/15/06                                     80,000                 88,775
- ---------------------------------------------------------------------------------------------------------------------------
 TECO Energy, Inc., 10.50% Sr. Unsec. Nts., 12/1/07                                         37,000                 42,180
- ---------------------------------------------------------------------------------------------------------------------------
 Time Warner Entertainment Co. LP, 8.375% Sr. Debs., 3/15/23                                40,000                 49,442
- ---------------------------------------------------------------------------------------------------------------------------
 Time Warner, Inc., 9.125% Debs., 1/15/13                                                   90,000                110,225
- ---------------------------------------------------------------------------------------------------------------------------
 Verizon Global Funding Corp., 7.75% Sr. Unsub. Nts., 12/1/30                              130,000                161,137
- ---------------------------------------------------------------------------------------------------------------------------
 Vornado Realty LP, 5.625% Sr. Unsec. Unsub. Nts., 6/15/07                                  65,000                 66,988
- ---------------------------------------------------------------------------------------------------------------------------
 Walt Disney Co. (The), 6.375% Sr. Unsec. Nts., 3/1/12                                      95,000                104,100
- ---------------------------------------------------------------------------------------------------------------------------
 Waste Management, Inc., 7% Sr. Nts., 7/15/28                                              115,000                127,662
                                                                                                               ------------
 Total Corporate Bonds and Notes (Cost $3,999,144)                                                              4,074,618

                                                                                            Shares
- ---------------------------------------------------------------------------------------------------------------------------
 Common Stocks--4.4%

 iShares GS$ InvesTop Corp. Bond Fund (Cost $1,248,186)                                     11,400              1,277,370



                     6 | OPPENHEIMER TOTAL RETURN BOND FUND




                                                                                                         Principal     Market Value
                                                                                                            Amount       See Note 1
- ------------------------------------------------------------------------------------------------------------------------------------
 Structured Notes--12.2%
                                                                                                                
 JPMorgan Chase Bank, High Yield Index Credit Linked
 Trust Nts., 7.55%, 11/15/07                                                                        $      980,392     $  1,045,343
- ------------------------------------------------------------------------------------------------------------------------------------
 Lehman Brothers Holdings, Inc., Targeted Return Index Securities Linked Nts., Series 10-2002,
 6.961%, 1/15/12 4,5                                                                                     1,095,000        1,244,321
- ------------------------------------------------------------------------------------------------------------------------------------
 Morgan Stanley, Tradable Custodial Receipt Nts., 6.799%, 6/15/12 4,5                                    1,080,000        1,214,742
                                                                                                                      --------------
 Total Structured Notes (Cost $3,426,924)                                                                                 3,504,406

- ------------------------------------------------------------------------------------------------------------------------------------
 Joint Repurchase Agreements--23.9% 6

 Undivided interest of 2.06% in joint repurchase agreement (Principal Amount/Market Value $332,883,000,
 with a maturity value of $332,894,651) with Banc One Capital Markets, Inc., 1.26%, dated 4/30/03, to
 be repurchased at $6,872,241 on 5/1/03, collateralized by U.S. Treasury Nts., 4.875%--5.875%,
 11/15/04--2/15/12,  with a value of $327,261,153 and U.S. Treasury Bonds, 2.125%, 8/31/04, with a
 value of $12,489,849 (Cost $6,872,000)                                                                  6,872,000        6,872,000

- ------------------------------------------------------------------------------------------------------------------------------------
 Total Investments, at Value (Cost $39,019,385)                                                              136.4%      39,283,026
- ------------------------------------------------------------------------------------------------------------------------------------
 Liabilities in Excess of Other Assets                                                                       (36.4)     (10,477,440)
                                                                                                     -------------------------------
 Net Assets                                                                                                  100.0% $    28,805,586
                                                                                                     ===============================


Footnotes to Statement of Investments
1. Identifies issues considered to be illiquid--See Note 7 of Notes to Financial
Statements.
2. Represents the current interest rate for a variable or increasing rate
security.
3. When-issued security to be delivered and settled after April 30, 2003.
4. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Trustees. These securities amount to $2,672,300 or 9.28% of the Fund's net
assets as of April 30, 2003.
5. Interest rate represents a weighted average rate comprised of the interest
rates of the underlying securities.
6. The Fund may have elements of risk due to concentrated investments. Such
concentrations may subject the Fund to additional risks.

See accompanying Notes to Financial Statements.



                     7 | OPPENHEIMER TOTAL RETURN BOND FUND


 STATEMENT OF ASSETS AND LIABILITIES  April 30, 2003




- -------------------------------------------------------------------------------------------------------------------------
 Assets
                                                                                                           
 Investments, at value (including cost and market value of
 $6,872,000 in repurchase agreements)
 (cost $39,019,385)--see accompanying statement                                                            $  39,283,026
- -------------------------------------------------------------------------------------------------------------------------
 Cash                                                                                                             15,202
- -------------------------------------------------------------------------------------------------------------------------
 Due from broker                                                                                                  80,000
- -------------------------------------------------------------------------------------------------------------------------
 Receivables and other assets:
 Interest                                                                                                        298,545
 Shares of beneficial interest sold                                                                              226,386
 Daily variation on futures contracts                                                                            175,487
 Investments sold                                                                                                 59,512
 Other                                                                                                                 9
                                                                                                           --------------
 Total assets                                                                                                 40,138,167

- -------------------------------------------------------------------------------------------------------------------------
 Liabilities

 Payables and other liabilities:
 Investments purchased (including $11,080,960 purchased on a when-issued basis)                               11,258,707
 Dividends                                                                                                        37,568
 Distribution and service plan fees                                                                                9,641
 Trustees' compensation                                                                                              395
 Shares of beneficial interest redeemed                                                                              350
 Transfer and shareholder servicing agent fees                                                                       289
 Other                                                                                                            25,631
                                                                                                           --------------
 Total liabilities                                                                                            11,332,581


- -------------------------------------------------------------------------------------------------------------------------
 Net Assets                                                                                                  $28,805,586
                                                                                                           ==============


- -------------------------------------------------------------------------------------------------------------------------
 Composition of Net Assets

 Par value of shares of beneficial interest                                                               $        2,858
- -------------------------------------------------------------------------------------------------------------------------
 Additional paid-in capital                                                                                   28,567,102
- -------------------------------------------------------------------------------------------------------------------------
 Undistributed net investment income                                                                               9,712
- -------------------------------------------------------------------------------------------------------------------------
 Accumulated net realized loss on investments and foreign currency transactions                                     (718)
- -------------------------------------------------------------------------------------------------------------------------
 Net unrealized appreciation on investments                                                                      226,632
                                                                                                           --------------
 Net Assets                                                                                                  $28,805,586
                                                                                                           ==============


- -------------------------------------------------------------------------------------------------------------------------
 Net Asset Value Per Share

 Class A Shares:
 Net asset value and redemption price per share
 (based on net assets of $27,598,182 and 2,738,137 shares of
 beneficial interest outstanding)                                                                                 $10.08
 Maximum offering price per share (net asset value
 plus sales charge of 4.75% of offering price)                                                                    $10.58
- -------------------------------------------------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $798,162 and
 79,195 shares of beneficial interest outstanding)                                                                $10.08
- -------------------------------------------------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $387,741 and
 38,483 shares of beneficial interest outstanding)                                                                $10.08
- -------------------------------------------------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $21,501 and
 2,133 shares of beneficial interest outstanding)                                                                 $10.08


 See accompanying Notes to Financial Statements.


                     8 | OPPENHEIMER TOTAL RETURN BOND FUND


STATEMENT OF OPERATIONS  For the Period Ended April 30, 2003 1




- -------------------------------------------------------------------------------------------------
 Investment Income
                                                                                    
 Interest                                                                              $ 123,064
- -------------------------------------------------------------------------------------------------
 Dividends                                                                                10,312
                                                                                      -----------
 Total investment income                                                                 133,376

- -------------------------------------------------------------------------------------------------
 Expenses

 Management fees                                                                          24,656
- -------------------------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class A                                                                                   9,555
 Class B                                                                                     617
 Class C                                                                                     228
 Class N                                                                                       5
- -------------------------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees:
 Class A                                                                                     372
 Class B                                                                                     231
 Class C                                                                                      71
 Class N                                                                                      11
- -------------------------------------------------------------------------------------------------
 Shareholder reports                                                                      10,109
- -------------------------------------------------------------------------------------------------
 Professional fees                                                                         9,943
- -------------------------------------------------------------------------------------------------
 Trustees' compensation                                                                      395
- -------------------------------------------------------------------------------------------------
 Custodian fees and expenses                                                                 162
- -------------------------------------------------------------------------------------------------
 Other                                                                                     8,970
                                                                                      -----------
 Total expenses                                                                           65,325
 Less reduction to custodian expenses                                                       (162)
 Less voluntary waiver of expenses                                                       (19,307)
 Less voluntary waiver of transfer and shareholder servicing agent fees--Class B             (52)
 Less voluntary waiver of transfer and shareholder servicing agent fees--Class C             (50)
 Less voluntary waiver of transfer and shareholder servicing agent fees--Class N             (11)
                                                                                      -----------
 Net expenses                                                                             45,743


- -------------------------------------------------------------------------------------------------
 Net Investment Income                                                                    87,633


- -------------------------------------------------------------------------------------------------
 Realized and Unrealized Gain (Loss)

 Net realized loss on:
 Investments                                                                                (342)
 Closing of futures contracts                                                               (100)
 Foreign currency transactions                                                              (276)
                                                                                      -----------
 Net realized loss                                                                          (718)
- -------------------------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation) on:
 Investments                                                                             263,641
 Futures contracts                                                                       (37,009)
                                                                                      -----------
 Net unrealized appreciation                                                             226,632


- -------------------------------------------------------------------------------------------------
 Net Increase in Net Assets Resulting from Operations                                   $313,547
                                                                                      ===========



1. For the period from February 21, 2003 (commencement of operations) to April
30, 2003.

 See accompanying Notes to Financial Statements.


                     9 | OPPENHEIMER TOTAL RETURN BOND FUND


 STATEMENT OF CHANGES IN NET ASSETS




 Period Ended April 30,                                                                       2003 1
- -------------------------------------------------------------------------------------------------------
                                                                                   
 Operations
 Net investment income                                                                $       87,633
- -------------------------------------------------------------------------------------------------------
 Net realized loss                                                                              (718)
- -------------------------------------------------------------------------------------------------------
 Net change in unrealized appreciation                                                       226,632
                                                                                       ----------------
 Net increase in net assets resulting from operations                                        313,547

- -------------------------------------------------------------------------------------------------------
 Dividends and/or Distributions to Shareholders

 Dividends from net investment income:
 Class A                                                                                     (87,071)
 Class B                                                                                        (550)
 Class C                                                                                        (143)
 Class N                                                                                         (16)

- -------------------------------------------------------------------------------------------------------
 Beneficial Interest Transactions

 Net increase in net assets resulting from beneficial interest transactions:
 Class A                                                                                  27,282,368
 Class B                                                                                     790,499
 Class C                                                                                     383,530
 Class N                                                                                      20,422

- -------------------------------------------------------------------------------------------------------
 Net Assets

 Total increase                                                                           28,702,586
- -------------------------------------------------------------------------------------------------------
 Beginning of period                                                                         103,000 2
                                                                                       ----------------
 End of period [including undistributed net investment income of $9,712]                 $28,805,586
                                                                                       ================



1. For the period from February 21, 2003 (commencement of operations) to April
30, 2003.
2. Reflects the value of the Manager's initial seed money investment on
February 6, 2003.


See accompanying Notes to Financial Statements.


                    10 | OPPENHEIMER TOTAL RETURN BOND FUND


FINANCIAL HIGHLIGHTS



                                                                          Class A       Class B
                                                                           Period        Period
                                                                            Ended         Ended
                                                                        April 30,     April 30,
                                                                           2003 1        2003 1
- -------------------------------------------------------------------------------------------------
                                                                                  
 Per Share Operating Data
 Net asset value, beginning of period                                     $ 10.00       $ 10.00
- -------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                                        .03           .02
 Net realized and unrealized gain                                             .08           .08
                                                                         ------------------------
 Total from investment operations                                             .11           .10
- -------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                                        (.03)         (.02)
- -------------------------------------------------------------------------------------------------
 Net asset value, end of period                                            $10.08        $10.08
                                                                         ========================

- -------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                                          1.14%         0.97%


- -------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)                                 $27,598          $798
- -------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                                        $26,027          $340
- -------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income                                                       1.77%         0.85%
 Expenses, gross                                                             1.29%         2.36%
 Expenses, net                                                               0.90% 4,5     1.65% 4,5,6
- -------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                       77%           77%


1. For the period from February 21, 2003 (commencement of operations) to April
30, 2003.
2. Assumes an investment at net asset value 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 of less than one full year. Returns do not reflect the deduction of
taxes a shareholder would pay on Fund distributions or the redemption of Fund
shares.
3. Annualized for periods of less than one full year.
4. Reduction to custodian expenses less than 0.01%.
5. Net of voluntary waiver of expenses.
6. Net of voluntary waiver of transfer agent fees.

See accompanying Notes to Financial Statements.


                    11 | OPPENHEIMER TOTAL RETURN BOND FUND


FINANCIAL HIGHLIGHTS  Continued



                                                                  Class C         Class N
                                                                   Period          Period
                                                                    Ended           Ended
                                                                April 30,       April 30,
                                                                   2003 1          2003 1
- -------------------------------------------------------------------------------------------
                                                                            
 Per Share Operating Data
 Net asset value, beginning of period                             $ 10.00         $ 10.00
- -------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                                .02             .03
 Net realized and unrealized gain                                     .08             .08
                                                                   ------------------------
 Total from investment operations                                     .10             .11
- -------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                                (.02)           (.03)
- -------------------------------------------------------------------------------------------
 Net asset value, end of period                                    $10.08          $10.08
                                                                   ========================

- -------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                                  0.96%           1.08%


- -------------------------------------------------------------------------------------------
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)                            $388             $22
- -------------------------------------------------------------------------------------------
 Average net assets (in thousands)                                   $126             $ 6
- -------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income                                               0.59%           1.50%
 Expenses, gross                                                     2.28%           2.63%
 Expenses, net                                                       1.65% 4,5,6     1.15% 4,5,6
- -------------------------------------------------------------------------------------------
 Portfolio turnover rate                                               77%             77%


1. For the period from February 21, 2003 (commencement of operations) to April
30, 2003.
2. Assumes an investment at net asset value 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 of less than one full year. Returns do not reflect the deduction of
taxes a shareholder would pay on Fund distributions or the redemption of Fund
shares.
3. Annualized for periods of less than one full year.
4. Reduction to custodian expenses less than 0.01%.
5. Net of voluntary waiver of expenses.
6. Net of voluntary waiver of transfer agent fees.


See accompanying Notes to Financial Statements.


                    12 | OPPENHEIMER TOTAL RETURN BOND FUND


NOTES TO FINANCIAL STATEMENTS


- --------------------------------------------------------------------------------
 1. Significant Accounting Policies
 Oppenheimer Total Return Bond Fund (the Fund) is registered under the
 Investment Company Act of 1940, as amended, as an open-end management
 investment company. The Fund's investment objective is to seek high total
 return through both capital appreciation and income. The Fund's investment
 advisor is OppenheimerFunds, Inc. (the Manager). As of April 30, 2003, the
 Manager and its affiliates owned 2,510,000, 100, 100 and 100 shares of Class A,
 Class B, Class C and Class N, respectively.
    The Fund currently offers Class A, Class B, Class C and Class N shares.
 Class A shares are sold at their offering price, which is normally net asset
 value plus a front-end sales charge. Class B, Class C and Class N shares are
 sold without a front-end sales charge but may be subject to a contingent
 deferred sales charge (CDSC). Class N shares are sold only through retirement
 plans. Retirement plans that offer Class N shares may impose charges on those
 accounts. All classes of shares have identical rights and voting privileges.
 Earnings, net assets and net asset value per share may differ by minor amounts
 due to each class having its own expenses directly attributable to that class.
 Classes A, B, C and N have separate distribution and/or service plans. Class B
 shares will automatically convert to Class A shares six years after the date of
 purchase.
    The following is a summary of significant accounting policies consistently
 followed by the Fund.
- --------------------------------------------------------------------------------
 Securities Valuation. Securities listed or traded on National Stock Exchanges
 or other domestic or foreign exchanges are valued based on the last sale price
 of the security traded on that exchange prior to the time when the Fund's
 assets and liabilities are valued. In the absence of a sale, the security is
 valued at the last sale price on the prior trading day, if it is within the
 spread of the current day's closing bid and asked prices, and if not, at the
 current day's closing bid price. Securities (including restricted securities)
 for which quotations are not readily available are valued primarily using
 dealer-supplied valuations, a portfolio pricing service authorized by the Board
 of Trustees, or at their fair value. Fair value is determined in good faith
 under consistently applied procedures under the supervision of the Board of
 Trustees. Short-term "money market type" debt securities with remaining
 maturities of sixty days or less are valued at amortized cost (which
 approximates market value).
- --------------------------------------------------------------------------------
 Structured Notes. The Fund invests in index-linked structured notes whose
 principal and/or interest depend on the performance of an underlying index. The
 structured notes are leveraged, which increases the volatility of each note's
 market value relative to the change in the underlying index. Fluctuations in
 value of these securities are recorded as unrealized gains and losses in the
 accompanying financial statements. The Fund records a realized gain or loss
 when a structured note is sold or matures. As of April 30, 2003, the market
 value of these securities comprised 12.2% of the Fund's net assets, and
 resulted in unrealized gains in the current period of $77,482.
- --------------------------------------------------------------------------------
 Securities on a When-Issued Basis. Delivery and payment for securities that
 have been purchased by the Fund on a when-issued basis can take place a month
 or more after the trade date. Normally the settlement date occurs within six
 months after the trade date; however, the Fund may, from time to time, purchase
 securities whose settlement date extends six months or more beyond trade date.
 During this period, such securities do not earn interest, are subject to market
 fluctuation and may increase or decrease in value prior to their delivery. The
 Fund maintains segregated assets with a market value equal to or greater than
 the amount of its purchase commitments. As of April 30, 2003, the value of the
 segregated assets was $11,255,993. The purchase of securities on a when-issued
 basis may increase the volatility of the Fund's net asset value to the extent
 the Fund makes such purchases while remaining substantially fully invested. As
 of April 30, 2003, the Fund had entered into when-issued purchase commitments
 of $11,080,960.
    In connection with its ability to purchase securities on a when-issued
 basis, the Fund may enter into forward roll transactions with respect to
 mortgage-related securities. Forward roll transactions require the sale of
 securities for delivery in the current month, and a simultaneous agreement with
 the same counterparty to repurchase similar (same type, coupon and maturity)
 but not identical securities on a specified future date. The forward roll may
 not extend for a period of greater than one year. The Fund generally records
 the incremental difference between the forward purchase and sale of each
 forward roll as interest income over the roll period.

                    13 | OPPENHEIMER TOTAL RETURN BOND FUND


NOTES TO FINANCIAL STATEMENTS  Continued


- --------------------------------------------------------------------------------
 1. Significant Accounting Policies Continued
    Risks to the Fund of entering into forward roll transactions include the
 potential inability of the counterparty to meet the terms of the agreement; the
 potential of the Fund to receive inferior securities to what was sold to the
 counterparty at redelivery; counterparty credit risk; and the potential pay
 down speed variance between the mortgage-related pools.
- --------------------------------------------------------------------------------
 Foreign Currency Translation. The accounting records of the Fund are maintained
 in U.S. dollars. Prices of securities denominated in foreign currencies are
 translated into U.S. dollars at the closing rates of exchange. Amounts related
 to the purchase and sale of foreign securities and investment income are
 translated at the rates of exchange prevailing on the respective dates of such
 transactions.
    The effect of changes in foreign currency exchange rates on investments is
 separately identified from the fluctuations arising from changes in market
 values of securities held and reported with all other foreign currency gains
 and losses in the Fund's Statement of Operations.
- --------------------------------------------------------------------------------
 Joint Repurchase Agreements. The Fund, along with other affiliated funds of the
 Manager, may transfer uninvested cash balances into one or more joint
 repurchase agreement accounts. These balances are invested in one or more
 repurchase agreements, secured by U.S. government securities. Securities
 pledged as collateral for repurchase agreements are held by a custodian bank
 until the agreements mature. Each agreement requires that the market value of
 the collateral be sufficient to cover payments of interest and principal;
 however, in the event of default by the other party to the agreement, retention
 of the collateral may be subject to legal proceedings.
- --------------------------------------------------------------------------------
 Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than
 those attributable to a specific class), gains and losses are allocated daily
 to each class of shares based upon the relative proportion of net assets
 represented by such class. Operating expenses directly attributable to a
 specific class are charged against the operations of that class.
- --------------------------------------------------------------------------------
 Federal Taxes. The Fund intends to continue to comply with provisions of the
 Internal Revenue Code applicable to regulated investment companies and to
 distribute substantially all of its investment company taxable income,
 including any net realized gain on investments not offset by capital loss
 carryforwards, if any, to shareholders. Therefore, no federal income or excise
 tax provision is required.
    As of April 30, 2003, the Fund had approximately $21,000 of post-October
 losses available to offset future capital gains, if any. Such losses, if
 unutilized, will expire in 2012. Additionally, the Fund had approximately $300
 of post-October foreign currency losses which were deferred.
- --------------------------------------------------------------------------------
 Dividends and Distributions to Shareholders. Dividends and distributions to
 shareholders, which are determined in accordance with income tax regulations,
 are recorded on the ex-dividend date. Income distributions, if any, are
 declared and paid monthly. Capital gain distributions, if any, are declared
 daily and paid annually.
- --------------------------------------------------------------------------------
 Classification of Dividends and Distributions to Shareholders. Net investment
 income (loss) and net realized gain (loss) may differ for financial statement
 and tax purposes primarily due to paydown gains and losses and the recognition
 of certain foreign currency gains (losses) as ordinary income (loss) for tax
 purposes. The character of dividends and distributions made during the fiscal
 year from net investment income or net realized gains may differ from their
 ultimate characterization for federal income tax purposes. Also, due to timing
 of dividends and distributions, the fiscal year in which amounts are
 distributed may differ from the fiscal year in which the income or net realized
 gain was recorded by the Fund.
    The Fund adjusts the classification of distributions to shareholders to
 reflect the differences between financial statement amounts and distributions
 determined in accordance with income tax regulations. Accordingly, during the
 period ended April 30, 2003, amounts have been reclassified to reflect a
 decrease in paid-in capital of $9,859. Overdistributed net investment income
 was decreased by the same amount. Net assets of the Fund were unaffected by the
 reclassifications.

                    14 | OPPENHEIMER TOTAL RETURN BOND FUND


 The tax character of distributions paid during the period ended April 30, 2003
was as follows:
                                                      Period Ended
                                                  April 30, 2003 1
                 -------------------------------------------------
                 Distributions paid from:
                 Ordinary income                          $ 87,780

1. For the period from February 21, 2003 (commencement of operations) to April
30, 2003.

As of April 30, 2003, the components of distributable earnings on a tax basis
were as follows:
                 Undistributed net investment income    $   16,550
                 Accumulated net realized loss             (32,492)
                 Net unrealized appreciation               258,406
                                                        -----------
                 Total                                    $242,464
                                                        ===========
- --------------------------------------------------------------------------------
 Investment Income. Dividend income is recorded on the ex-dividend date or upon
 ex-dividend notification in the case of certain foreign dividends where the
 ex-dividend date may have passed. Non-cash dividends included in dividend
 income, if any, are recorded at the fair market value of the securities
 received. Interest income, which includes accretion of discount and
 amortization of premium, is accrued as earned.
- --------------------------------------------------------------------------------
 Security Transactions. Security transactions are recorded on the trade date.
 Realized gains and losses on securities sold are determined on the basis of
 identified cost.
- --------------------------------------------------------------------------------
 Expense Offset Arrangement. The reduction of custodian fees represents earnings
 on cash balances maintained by the Fund.
- --------------------------------------------------------------------------------
 Other. The preparation of financial statements in conformity with accounting
 principles generally accepted in the United States of America requires
 management to make estimates and assumptions that affect the reported amounts
 of assets and liabilities and disclosure of contingent assets and liabilities
 at the date of the financial statements and the reported amounts of income and
 expenses during the reporting period. Actual results could differ from those
 estimates.

- --------------------------------------------------------------------------------
 2. Shares of Beneficial Interest
 The Fund has authorized an unlimited number of $0.001 par value shares of
 beneficial interest of each class. Transactions in shares of beneficial
 interest were as follows:



                                                                    Period Ended April 30, 2003 1,2
                                                                     Shares                 Amount
- ------------------------------------------------------------------------------------------------------
                                                                                   
 Class A
 Sold                                                             2,736,090              $ 27,361,875
 Dividends and/or distributions reinvested                              275                     2,768
 Redeemed                                                            (8,228)                  (82,275)
                                                                  ------------------------------------
 Net increase                                                     2,728,137               $27,282,368
                                                                  ====================================


- ------------------------------------------------------------------------------------------------------
 Class B
 Sold                                                                88,955              $    888,971
 Dividends and/or distributions reinvested                               36                       365
 Redeemed                                                            (9,896)                  (98,837)
                                                                  ------------------------------------
 Net increase                                                        79,095              $    790,499
                                                                  ====================================


- ------------------------------------------------------------------------------------------------------
 Class C
 Sold                                                                39,178             $     391,527
 Dividends and/or distributions reinvested                               10                       103
 Redeemed                                                              (805)                   (8,100)
                                                                  ------------------------------------
 Net increase                                                        38,383             $     383,530
                                                                  ====================================




                    15 | OPPENHEIMER TOTAL RETURN BOND FUND


NOTES TO FINANCIAL STATEMENTS  Continued


- --------------------------------------------------------------------------------
 2. Shares of Beneficial Interest Continued


                                                              Period Ended April 30, 2003 1,2
                                                                     Shares            Amount
- ----------------------------------------------------------------------------------------------
                                                                               
 Class N
 Sold                                                                 2,032          $ 20,408
 Dividends and/or distributions reinvested                                1                14
                                                                -----------------------------
 Net increase                                                         2,033          $ 20,422
                                                                =============================


 1. For the period from February 21, 2003 (commencement of operations) to April
 30, 2003.
 2. The Fund sold 10,000 shares of Class A at a value of $100,000 and 100 shares
 each of Class B, Class C and Class N at a value of $1,000, respectively, to the
 Manager upon seeding of the Fund on February 6, 2003.

- --------------------------------------------------------------------------------
 3. Purchases and Sales of Securities
 The aggregate cost of purchases and proceeds from sales of securities, other
 than U.S. government obligations and short-term obligations, for the period
 ended April 30, 2003, were $10,478,011 and $191,419, respectively. There were
 purchases of $42,174,665 and sales of $20,259,763 of U.S. government and
 government agency obligations for the period ended April 30,2003.

 As of April 30, 2003, unrealized appreciation (depreciation) based on cost of
 securities for federal income tax purposes of $39,019,385 was composed of:

                     Gross unrealized appreciation                $ 279,519
                     Gross unrealized depreciation                  (15,878)
                                                                  ----------
                     Net unrealized appreciation                  $ 263,641
                                                                  ==========

 The difference between book-basis and tax-basis unrealized appreciation and
 depreciation, if applicable, is attributable primarily to the tax deferral of
 losses on or the tax realization of unrealized gain or loss.

- --------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates
 Management Fees. Management fees paid to the Manager were in accordance with
 the investment advisory agreement with the Fund which provides for a fee at an
 annual rate of 0.50% of the first $250 million of average annual net assets of
 the Fund, 0.475% of the next $500 million, and 0.45% of average annual net
 assets in excess of $750 million. The Manager has voluntarily agreed to waive
 fees and reimburse expenses such that "Total Annual Operating Expenses" will
 not exceed 0.90% for Class A shares, 1.65% for Class B Shares, 1.65% for Class
 C shares, and 1.15% for Class N shares, respectively. The voluntary waivers
 described above may be amended or withdrawn at any time. For the period ended
 April 30, 2003, management fees in the amount of $19,307 were voluntarily
 waived by the Manager.
- --------------------------------------------------------------------------------
 Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent for the Fund.
 The Fund pays OFS a $22.50 per account fee.
    OFS has voluntarily agreed to limit transfer and shareholder servicing agent
 fees for all classes, up to an annual rate of 0.35% of average net assets per
 class. This undertaking may be amended or withdrawn at any time.
- --------------------------------------------------------------------------------
 Offering and Organizational Costs. The Manager assumed all offering and
 organizational costs associated with the registration and seeding of the Fund.
- --------------------------------------------------------------------------------
 Distribution and Service Plan (12b-1) Fees. Under its General Distributor's
 Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
 Distributor) acts as the Fund's principal underwriter in the continuous public
 offering of the different classes of shares of the Fund.


                    16 | OPPENHEIMER TOTAL RETURN BOND FUND


 The compensation paid to (or retained by) the Distributor from the sale of
 shares or on the redemption of shares is shown in the table below for the
 period indicated.



                       Aggregate            Class A       Concessions       Concessions         Concessions        Concessions
                       Front-End          Front-End        on Class A        on Class B          on Class C         on Class N
                   Sales Charges      Sales Charges            Shares            Shares              Shares             Shares
                      on Class A        Retained by       Advanced by       Advanced by         Advanced by        Advanced by
 Period Ended             Shares        Distributor     Distributor 1     Distributor 1       Distributor 1      Distributor 1
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
 April 30, 2003          $22,204             $9,189               $10            $9,448              $2,528                $87



1. The Distributor advances concession payments to dealers for certain sales of
Class A shares and for sales of Class B, Class C and Class N shares from its own
resources at the time of sale.


                             Class A                    Class B                    Class C                      Class N
                 Contingent Deferred        Contingent Deferred        Contingent Deferred          Contingent Deferred
                      Sales Charges               Sales Charges             Sales Charges                 Sales Charges
                        Retained by                Retained by                Retained by                  Retained by
 Period Ended            Distributor                Distributor                Distributor                  Distributor
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                     
 April 30, 2003                $--                         $--                        $--                          $--


- --------------------------------------------------------------------------------
 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 of
 Class A shares of the Fund. For the period ended April 30, 2003, payments under
 the Class A Plan totaled $9,555, all of which were paid by the Distributor to
 recipients, none of which was paid to an affiliate of the Manager. Any
 unreimbursed expenses the Distributor incurs with respect to Class A shares in
 any fiscal year cannot be recovered in subsequent years.
- --------------------------------------------------------------------------------
 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. 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 the
 Fund pays the Distributor an annual asset-based sales charge of 0.25% per year
 on Class N shares. The Distributor also receives a service fee of 0.25% per
 year under each plan.

 Distribution fees paid to the Distributor for the period ended April 30, 2003,
 were as follows:



                                                                                               Distributor's Aggregate
                                                              Distributor's Aggregate                    Unreimbursed
                      Total Payments      Amount Retained       Unreimbursed Expenses                Expenses as % of
                          Under Plan        by Distributor                  Under Plan             Net Assets of Class
- ----------------------------------------------------------------------------------------------------------------------
                                                                         
 Class B Plan                   $617                  $--                         $--                            --%
 Class C Plan                    228                   --                          --                            --
 Class N Plan                      5                   --                          --                            --


- --------------------------------------------------------------------------------
 5. Foreign Currency Contracts
 A foreign currency contract is a commitment to purchase or sell a foreign
 currency at a future date, at a negotiated rate. The Fund may enter into
 foreign currency contracts to settle specific purchases or sales of securities
 denominated in a foreign currency and to seek to protect against adverse
 exchange rate fluctuation. Risks to the Fund include the potential inability of
 the counterparty to meet the terms of the contract.
    The net U.S. dollar value of foreign currency underlying all contractual
 commitments held by the Fund and the resulting unrealized appreciation or
 depreciation are determined using prevailing foreign currency exchange rates.
 Unrealized appreciation and depreciation on foreign currency contracts are
 reported in the Statement of Assets and Liabilities as a receivable or payable
 and in the Statement of Operations with the change in unrealized appreciation
 or depreciation.
    The Fund may realize a gain or loss upon the closing or settlement of the
 forward transaction. Such realized gains and losses are reported with all other
 foreign currency gains and losses in the Statement of Operations.
    As of April 30, 2003, the Fund had no outstanding foreign currency
contracts.


                    17 | OPPENHEIMER TOTAL RETURN BOND FUND


NOTES TO FINANCIAL STATEMENTS  Continued


- --------------------------------------------------------------------------------
 6. Futures Contracts
 A futures contract is a commitment to buy or sell a specific amount of a
 commodity or financial instrument at a particular price on a stipulated future
 date at a negotiated price. Futures contracts are traded on a commodity
 exchange. The Fund may buy and sell futures contracts that relate to broadly
 based securities indices (financial futures) or debt securities (interest rate
 futures) in order to gain exposure to or to seek to protect against changes in
 market value of stock and bonds or interest rates. The Fund may also buy or
 write put or call options on these futures contracts.
    The Fund generally sells futures contracts to hedge against increases in
 interest rates and decreases in market value of portfolio securities. The Fund
 may also purchase futures contracts to gain exposure to market changes as it
 may be more efficient or cost effective than actually buying fixed income
 securities.
    Upon entering into a futures contract, the Fund is required to deposit
 either cash or securities (initial margin) in an amount equal to a certain
 percentage of the contract value. Subsequent payments (variation margin) are
 made or received by the Fund each day. The variation margin payments are equal
 to the daily changes in the contract value and are recorded as unrealized gains
 and losses. The Fund recognizes a realized gain or loss when the contract is
 closed or expires.
    Cash held by the broker to cover initial margin requirements on open futures
 contracts is noted in the Statement of Assets and Liabilities. The Statement of
 Assets and Liabilities reflects a receivable and/or payable for the daily mark
 to market for variation margin. Realized gains and losses are reported on the
 Statement of Operations at the closing and expiration of futures contracts. The
 net change in unrealized appreciation and depreciation is reported on the
 Statement of Operations.
    Risks of entering into futures contracts (and related options) include the
 possibility that there may be an illiquid market and that a change in the value
 of the contract or option may not correlate with changes in the value of the
 underlying securities.

 As of April 30, 2003, the Fund had outstanding futures contracts as follows:



                                       Expiration          Number of           Valuation as of              Unrealized
 Contract Description                       Dates          Contracts            April 30, 2003            Depreciation
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                
 Contracts to Purchase
 Euro-Bundesobligation                    6/6/03                7                  $  896,818                $   5,234
                                                                                                             ----------
 Contracts to Sell
 U.S. Treasury Bonds                      6/19/03               5                     570,156                    5,750
 U.S. Treasury Nts., 2 yr.                6/26/03               4                     863,625                    1,053
 U.S. Treasury Nts., 5 yr.                6/19/03              56                   6,370,000                   14,555
 U.S. Treasury Nts., 10 yr.               6/19/03              12                   1,381,500                   10,417
                                                                                                             ----------
                                                                                                                31,775
                                                                                                             ----------
                                                                                                               $37,009
                                                                                                             ==========


- --------------------------------------------------------------------------------
 7. Illiquid Securities
 As of April 30, 2003, investments in securities included issues that are
 illiquid. A security may be considered illiquid if it lacks a readily available
 market or if its valuation has not changed for a certain period of time. The
 Fund intends to invest no more than 15% of its net assets (determined at the
 time of purchase and reviewed periodically) in illiquid securities. The
 aggregate value of illiquid securities subject to this limitation as of April
 30, 2003 was $509,898, which represents 1.77% of the Fund's net assets.


                    18 | OPPENHEIMER TOTAL RETURN BOND FUND



- --------------------------------------------------------------------------------
 8. Borrowing and Lending Arrangements
 Interfund Borrowing and Lending Arrangements. The Fund entered into an
 "interfund borrowing and lending arrangement" with other funds in the
 Oppenheimer funds complex, to allow funds to borrow for liquidity purposes. The
 arrangement was initiated pursuant to exemptive relief granted by the
 Securities and Exchange Commission to allow these affiliated funds to lend
 money to, and borrow money from, each other, in an attempt to reduce borrowing
 costs below those of bank loan facilities. Under the arrangement the Fund may
 lend money to other Oppenheimer funds and may borrow from other Oppenheimer
 funds at a rate set by the Fund's Board of Trustees, based upon a
 recommendation by the Manager. The Fund's borrowings, if any, are subject to
 asset coverage requirements under the Investment Company Act and the provisions
 of the SEC order and other applicable regulations. If the Fund borrows money,
 there is a risk that the loan could be called on one day's notice, in which
 case the Fund might have to borrow from a bank at higher rates if a loan were
 not available from another Oppenheimer fund. If the Fund lends money to another
 fund, it will be subject to the risk that the other fund might not repay the
 loan in a timely manner, or at all.
    The Fund had no interfund borrowings or loans outstanding during the period
ended or at April 30, 2003.


                    19 | OPPENHEIMER TOTAL RETURN BOND FUND


INDEPENDENT AUDITORS' REPORT


- --------------------------------------------------------------------------------
 To the Shareholders and Board of Trustees of Oppenheimer Total Return Bond Fund
 We have audited the accompanying statement of assets and liabilities of
 Oppenheimer Total Return Bond Fund (the "Fund"), including the statement of
 investments, as of April 30, 2003, and the related statements of operations and
 changes in net assets and the financial highlights for the period from February
 21, 2003 (commencement of operations) to April 30, 2003. These financial
 statements and financial highlights are the responsibility of the Fund's
 management. Our responsibility is to express an opinion on these financial
 statements and financial highlights based on our audit.
    We conducted our audit in accordance with auditing standards generally
 accepted in the United States. Those standards require that we plan and perform
 the audit to obtain reasonable assurance about whether the financial statements
 and financial highlights are free of material misstatement. An audit includes
 examining, on a test basis, evidence supporting the amounts and disclosures in
 the financial statements. Our procedures included confirmation of securities
 owned as of April 30, 2003, by correspondence with the custodian and others. An
 audit also includes assessing the accounting principles used and significant
 estimates made by management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable basis
 for our opinion.
    In our opinion, the financial statements and financial highlights referred
 to above present fairly, in all material respects, the financial position of
 OPPENHEIMER TOTAL RETURN BOND FUND at April 30, 2003, and the results of its
 operations, the changes in its net assets and the financial highlights for the
 period from February 21, 2003 to April 30, 2003, in conformity with accounting
 principles generally accepted in the United States.






                                                         /s/ Ernst & Young LLP

 New York, New York
 June 6, 2003


                    20 | OPPENHEIMER TOTAL RETURN BOND FUND


FEDERAL INCOME TAX INFORMATION  Unaudited


- --------------------------------------------------------------------------------
 In early 2004, if applicable, shareholders will receive information regarding
 all dividends and distributions paid to them by the Fund during calendar year
 2003. Regulations of the U.S. Treasury Department require the Fund to report
 this information to the Internal Revenue Service.
    Dividends paid by the Fund during the fiscal year ended April 30, 2003 which
 are not designated as capital gain distributions should be multiplied by 5.26%
 to arrive at the amount eligible for the corporate dividend-received deduction.
    Dividends paid by the Fund during the fiscal year ended April 30, 2003 which
 are not designated as capital gain distribution, may be eligible for lower
 individual income tax rates to the extent that the Fund has received qualified
 dividend income as stipulated by recent tax legislation. In early 2004,
 shareholders of record will receive information regarding the percentage of
 distributions that are eligible for lower individual income tax rates. The
 amount will be the maximum amount allowed.
    The foregoing information is presented to assist shareholders in reporting
 distributions received from the Fund to the Internal Revenue Service. Because
 of the complexity of the federal regulations which may affect your individual
 tax return and the many variations in state and local tax regulations, we
 recommend that you consult your tax advisor for specific guidance.


 Not part of the annual report to Fund shareholders

                    21 | OPPENHEIMER TOTAL RETURN BOND FUND


TRUSTEES AND OFFICERS Unaudited


- ---------------------------------------------------------------------------------------------------------------------------------
                              
Name, Position(s) Held with      Principal Occupation(s) During Past 5 Years; Other Trusteeships/Directorships Held by Trustee;
Fund, Length of Service, Age     Number of Portfolios in Fund Complex Currently Overseen by Trustee

INDEPENDENT                      The address of each Trustee and Interested Trustee in the charts below is 6803 S. Tucson
TRUSTEES                         Way, Centennial, CO 80112-3924. Each Trustee serves for an indefinite term, until his or
                                 her resignation, retirement, death or removal.

Ronald J. Abdow,                 President (since 1959) of Abdow
Trustee (since 2003)             Corporation (operator of restaurants); Trustee of the following real estate businesses
Age: 71                          (owners and operators of restaurants): G&R Realty Co. Trust (since 1978), G&R Trust
                                 (since 1973), Abdow Partnership (since 1975), Auburn Associates (since 1983); Hazard
                                 Associates (since 1985); Chairman (since 1996) of Western Mass Development Corp.
                                 (non-profit development); Chairman of American International College (non-profit
                                 college); Trustee (since 1993) of MML Series Investment Fund and Trustee (since 1994) of
                                 MassMutual Institutional Funds (MMIF) (open-end investment companies). Oversees 9 port-
                                 folios in the OppenheimerFunds complex.

Joseph M. Wikler,                Self-employed as an investment consultant; a director (since 1996) of Lakes
Trustee (since 2003)             Environmental Association, and Medintec (since 1992) and Cathco (since 1995) (medical
Age: 62                          device companies); and a member of the investment committee of the Associated Jewish
                                 Charities of Baltimore (since 1994); formerly a director of Fortis/Hartford mutual funds
                                 (1994 - December 2001). Oversees 7 portfolios in the OppenheimerFunds complex.

Peter I. Wold,                   President of Wold Properties, Inc. (an oil and gas exploration and production company);
Trustee (since 2003)             Vice President, Secretary and Treasurer of Wold Trona Company, Inc. (soda ash processing and
Age: 55                          production); Vice President of Wold Talc Company, Inc. (talc mining); Managing Member,
                                 Hole-in-the-Wall Ranch (cattle ranching); formerly Director and Chairman of the Board,
                                 Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999) and Director of
                                 PacifiCorp. (1995 - 1999), an electric utility. Oversees 7 portfolios in the
                                 OppenheimerFunds complex.

- ---------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE

Eustis Walcott,                  Principal with Ardsley Associates (since 2000) (consulting firm); formerly Senior Vice
Trustee (since 2003)             President, MassMutual Financial Group (May 1990 - July 2000). Trustee (since 2000) of
Age: 65                          Cornerstone Real Estate Advisors and MML Investors Services, Trustee of OFI Trust
                                 Company (since 2001) and of the American International College (since 1995). Oversees 7
                                 portfolios in the OppenheimerFunds complex.

- ---------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE               The address of Mr. Murphy in the chart below is 498 Seventh Avenue, New York, NY 10018.
AND OFFICER                      Mr. Murphy serves for an indefinite term, until his resignation, death or removal.

John V. Murphy,                  Chairman, Chief Executive Officer and director (since June 2001) and President (since
President, Trustee and           September 2000) of the Manager; President and a director or trustee of other Oppenheimer
Chairman of the Board,           funds; President and a director (since July 2001) of Oppenheimer Acquisition Corp. (the
Trustee (since 2003)             Manager's parent holding company) and of Oppenheimer Partnership Holdings, Inc. (a
Age: 53                          holding company subsidiary of the Manager); a director (since November 2001) of
                                 OppenheimerFunds Distributor, Inc. (a subsidiary of the Manager); Chairman and a
                                 director (since July 2001) of Shareholder Services, Inc. and of Shareholder Financial
                                 Services, Inc. (transfer agent subsidiaries of the Manager); President and a director
                                 (since July 2001) of OppenheimerFunds Legacy Program (a charitable trust program
                                 established by the Manager); a director of the investment advisory subsidiaries of the
                                 Manager: OFI Institutional Asset Management, Inc. and Centennial Asset Management
                                 Corporation (since November 2001),
                                 HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July
                                 2001); President (since November 1, 2001) and a director (since July 2001) of
                                 Oppenheimer Real Asset Management, Inc.; a director (since November 2001) of Trinity
                                 Investment Management Corp. and Tremont Advisers, Inc. (Investment advisory affiliates
                                 of the Manager); Executive Vice President (since February 1997) of Massachusetts Mutual
                                 Life Insurance Company (the Manager's parent company); a director (since June 1995) of
                                 DLB Acquisition Corporation (a holding company that owns the shares of David L. Babson &
                                 Company, Inc.); formerly, Chief Operating Officer (September 2000-June 2001) of the
                                 Manager; President and trustee (November 1999-November 2001) of MML Series Investment
                                 Fund and MassMutual Institutional Funds (open-end investment companies); a director
                                 (September 1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive
                                 Officer and director (September 1999-August 2000) of MML Bay State Life Insurance
                                 Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings
                                 Bank (a wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 74 portfolios in the
                                 OppenheimerFunds complex.


                     22 | OPPENHEIMER TOTAL RETURN BOND FUND




- ---------------------------------------------------------------------------------------------------------------------------------
                               
OFFICERS                         The address of the Officers in the chart below is as follows: for Messrs. Manioudakis
                                 and Zack, 498 Seventh Avenue, New York, NY 10018, for Mr. Wixted, 6803 S. Tucson Way,
                                 Centennial, CO 80112-3924. Each Officer serves for an annual term or until his or her
                                 earlier resignation, death or removal.

Angelo Manioudakis,              Senior Vice President of the Manager (since April 2002); an officer of 12 portfolios in
Vice President (since 2003)      the OppenheimerFunds complex; formerly Executive Director and portfolio manager for
Age: 36                          Miller, Anderson & Sherrerd, a division of Morgan Stanley Investment Management (August
                                 1993-April 2002).

Brian W. Wixted,                 Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer (since
Treasurer, Principal Financial   March 1999) of HarbourView Asset Management Corporation, Shareholder Services, Inc.,
and Accounting Officer           Oppenheimer Real Asset Management Corporation, Shareholder Financial Services, Inc.,
(since 2003)                     Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc. (since March
Age: 43                          2000), OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc (since
                                 May 2000) and OFI Institutional Asset Management, Inc. (since November 2000); Treasurer
                                 and Chief Financial Officer (since May 2000) of Oppenheimer Trust Company (a trust
                                 company subsidiary of the Manager); Assistant Treasurer (since March 1999) of
                                 Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy Program (since April 2000);
                                 formerly Principal and Chief Operating Officer (March 1995-March 1999) of Bankers Trust
                                 Company-Mutual Fund Services Division. An officer of 90 portfolios in the
                                 OppenheimerFunds complex.

Robert G. Zack,                  Senior Vice President (since May 1985) and General Counsel (since February 2002) of the
Secretary (since 2003)           Manager; General Counsel and a director (since November 2001) of OppenheimerFunds
Age: 54                          Distributor, Inc.; Senior Vice President and General Counsel (since November 2001) of
                                 HarbourView Asset Management Corporation; Vice President and a director (since November
                                 2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice President, General Counsel
                                 and a director (since November 2001) of Shareholder Services, Inc., Shareholder
                                 Financial Services, Inc., OFI Private Investments, Inc., Oppenheimer Trust Company and
                                 OFI Institutional Asset Management, Inc.; General Counsel (since November 2001) of
                                 Centennial Asset Management Corporation; a director (since November 2001) of Oppenheimer
                                 Real Asset Management, Inc.; Assistant Secretary and a director (since November 2001) of
                                 OppenheimerFunds International Ltd.; Vice President (since November 2001) of
                                 OppenheimerFunds Legacy Program; Secretary (since November 2001) of Oppenheimer
                                 Acquisition Corp.; formerly Acting General Counsel (November 2001-February 2002) and
                                 Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of
                                 Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services,
                                 Inc. (November 1989-November 2001); OppenheimerFunds International Ltd. And Oppenheimer
                                 Millennium Funds plc (October 1997-November 2001). An officer of 90 portfolios in the
                                 OppenheimerFunds complex.




The Fund's Statement of Additional Information contains additional information
about the Fund's Trustees and is available without charge upon request.

                     23 | OPPENHEIMER TOTAL RETURN BOND FUND




OPPENHEIMER TOTAL RETURN BOND FUND



- --------------------------------------------------------------------------------
 Investment Advisor                OppenheimerFunds, Inc.

- --------------------------------------------------------------------------------
 Distributor                       OppenheimerFunds Distributor, Inc.

- --------------------------------------------------------------------------------
 Transfer and Shareholder          OppenheimerFunds Services
 Servicing Agent

- --------------------------------------------------------------------------------
 Independent Auditors              Ernst & Young LLP

- --------------------------------------------------------------------------------
 Legal Counsel                     Mayer Brown Rowe & Maw


         (C)Copyright 2003 OppenheimerFunds, Inc. All rights reserved.

               Not part of the annual report to Fund shareholders

                    24 | OPPENHEIMER TOTAL RETURN BOND FUND


OPPENHEIMERFUNDS FAMILY



- ------------------------------------------------------------------------------------------------------------
                                                                 
 Global Equity             Developing Markets Fund                     Global Fund
                           International Small Company Fund            Quest Global Value Fund, Inc.
                           International Growth Fund                   Global Opportunities Fund 1
- ------------------------------------------------------------------------------------------------------------
 Equity                    Stock                                       Stock & Bond
                           Emerging Technologies Fund                  Quest Opportunity Value Fund
                           Emerging Growth Fund                        Total Return Fund, Inc.
                           Enterprise Fund                             Quest Balanced Value Fund
                           Discovery Fund                              Capital Income Fund
                           Main Street Small Cap Fund(R)               Multiple Strategies Fund
                           Small Cap Value Fund                        Disciplined Allocation Fund
                           MidCap Fund                                 Convertible Securities Fund
                           Main Street Opportunity Fund(R)             Specialty
                           Growth Fund                                 Real Asset Fund(R)
                           Capital Appreciation Fund                   Gold & Special Minerals Fund
                           Main Street Fund(R) 2                       Tremont Market Neutral Fund, LLC 3
                           Value Fund                                  Tremont Opportunity Fund, LLC 3
                           Quest Capital Value Fund, Inc.
                           Quest Value Fund, Inc.
                           Trinity Large Cap Growth Fund
                           Trinity Core Fund
                           Trinity Value Fund
- ------------------------------------------------------------------------------------------------------------
 Income                    Taxable                                     Rochester Division
                           International Bond Fund                     California Municipal Fund 5
                           High Yield Fund                             New Jersey Municipal Fund 5
                           Champion Income Fund                        AMT-Free New York Municipals 5,6
                           Strategic Income Fund                       Municipal Bond Fund
                           Bond Fund                                   Limited Term Municipal Fund
                           Total Return Bond Fund                      Rochester National Municipals
                           Senior Floating Rate Fund                   Rochester Fund Municipals
                           U.S. Government Trust                       Limited Term New York Municipal Fund
                           Limited-Term Government Fund                Pennsylvania Municipal Fund 5
                           Capital Preservation Fund 4
- ------------------------------------------------------------------------------------------------------------
 Select Managers           Stock                                       Stock & Bond
                           Mercury Advisors Focus Growth Fund          QM Active Balanced Fund 4
                           Gartmore Millennium Growth Fund II
                           Jennison Growth Fund
                           Salomon Brothers All Cap Fund
                           Mercury Advisors S&P 500(R) Index Fund 4
- ------------------------------------------------------------------------------------------------------------
 Money Market 7            Money Market Fund, Inc.                     Cash Reserves


1. The Fund's name changed from Oppenheimer Global Growth & Income Fund on
6/1/03.
2. The Fund's name changed from Oppenheimer Main Street Growth & Income Fund(R)
on 4/30/03.
3. Special investor qualification and minimum investment requirements apply. See
the prospectus for details.
4. Available only through qualified retirement plans.
5. Available to investors only in certain states.
6. The Fund's name changed from Oppenheimer New York Municipal Fund on 1/22/03.
7. An investment in money market funds is neither insured nor guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. Although
these funds may seek to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in these funds.

Not part of the annual report to Fund shareholders

                    25 | OPPENHEIMER TOTAL RETURN BOND FUND


1.800.CALL OPP PHONELINK

Call 1.800.CALL OPP (225.5677) for answers to many of your questions. Our
automated speech recognition system provides you access to all the information
and services you need.

With PhoneLink you can:

   o Obtain account balances, share price (NAV) and dividends paid

   o Verify your most recent transactions

   o Buy, redeem or exchange mutual fund shares

   o Create custom lists of your accounts, funds or market indices

   o Order duplicate statements or Form 1099 DIV

   o Obtain market data (closing market information for Dow Jones Industrial
     Average, Nasdaq Composite and S&P 500 Index)

   o Speak to a Customer Service Representative 1 by saying "Agent" when
     prompted

   o And more!



Quick list of PhoneLink commands

Say                                        To:

[Account # or Social Security # + PIN]     Get dollar and share balances, NAVs,
                                           transaction history or request
                                           transactions

[Fund name, share class]                   Get current price/dividend
                                           information

Balance                                    Hear your balance/list of accounts

History                                    Hear your most recent transactions

Purchase or buy                            Buy shares

Exchange                                   Exchange shares

Liquidation or redemption                  Sell shares

Dow Jones or Market Indices                Hear closing market information
                                           (Dow Jones Industrial Average, Nasdaq
                                           Composite and S&P 500)

Custom list                                Create, play or edit custom list of
                                           your accounts, funds or market
                                           indices


 1. You may speak to a Customer Service Representative during normal business
hours.

 Not part of the annual report to Fund shareholders

                    26 | OPPENHEIMER TOTAL RETURN BOND FUND


                       THIS PAGE INTENTIONALLY LEFT BLANK.




                    27 | OPPENHEIMER TOTAL RETURN BOND FUND


PRIVACY POLICY NOTICE

As an Oppenheimer fund shareholder, you are entitled to know how we protect your
personal information and how we limit its disclosure.

Information Sources
We obtain nonpublic personal information about our shareholders from the
following sources:
o Applications or other forms
o When you create a user ID and password for online account access
o When you enroll in eDocs Direct, our electronic document delivery service
o Your transactions with us, our affiliates or others
o A software program on our website, often referred to as a "cookie," which
  indicates which parts of our site you've visited

If you visit www.oppenheimerfunds.com and do not log on to the secure account
information areas, we do not obtain any personal information about you. When you
do log on to a secure area, we do obtain your user ID and password to identify
you.

We also use this information to provide you with products and services you
have requested, to inform you about products and services that you may be
interested in and to assist you in other ways.

Protection of Information
We do not disclose any nonpublic personal information (such as names on a
customer list) about current or former customers to anyone, except as permitted
by law.

Disclosure of Information
We send your financial advisor (as designated by you) copies of confirmations,
account statements and other documents reporting activity in your fund accounts.
We may also use details about you and your investments to help us, our financial
service affiliates or firms that jointly market their financial products and
services with ours, to better serve your investment needs or suggest financial
services or educational material that may be of interest to you.

Right of Refusal
We will not disclose your personal information to unaffiliated third parties
(except as permitted by law), unless we first offer you a reasonable opportunity
to refuse or "opt out" of such disclosure.

Security
In the coming months, an Internet browser that supports 128-bit encryption will
be required to view the secure pages of www.oppenheimerfunds.com. These areas
include:
o Account access
o Create a user ID and profile
o User profile
o eDocs Direct, our electronic document delivery service

Not part of the annual report to Fund shareholders

                    28 | OPPENHEIMER TOTAL RETURN BOND FUND


To find out if your Internet browser supports 128-bit encryption, or for
instructions on how to upgrade your browser, visit the Help section of
www.oppenheimerfunds.com.

Emails and Encryption
As a security measure, we do not include personal or account information in
nonsecure emails, and we advise you not to send such information to us in
nonsecure emails. Instead, you may take advantage of the secure features of our
website to encrypt your email correspondence. To do this, you will need to use
an Internet browser that supports 128-bit encryption. If you are not sure if
your Internet browser supports 128-bit encryption, or need instructions on how
to upgrade your browser, visit the Help section of www.oppenheimerfunds.com for
assistance.
 o  All transactions, including redemptions, exchanges and purchases are secured
    by Secure Socket Layers (SSL) and encryption. SSL is used to establish a
    secure connection between your PC and OppenheimerFunds' server. It transmits
    information in an encrypted and scrambled format.
 o  Encryption is achieved through an electronic scrambling technology that uses
    a "key" to code and then decode the data. Encryption acts like the cable
    converter box you may have on your television set. It scrambles data with
    secret code so that no one can make sense of it while it is being
    transmitted. When the data reaches its destination, the same software
    unscrambles the data.
 o  You can exit the secure area by either closing your browser, or for added
    security, you can use the Log Out of Account Area button before you close
    your browser.

Other Security Measures
We maintain physical, electronic and procedural safeguards to protect your
personal account information. Our employees and agents have access to that
information only so that they may offer you products or provide services to you,
for example, when responding to your account questions.

How You Can Help
You can also do your part to keep your account information private, and to
prevent unauthorized transactions. If you obtain a user ID and password for your
account, do not allow it to be used by anyone else. Also, take special
precautions when accessing your account on a computer used by others.

- --------------------------------------------------------------------------------
This joint notice describes the privacy policies of Oppenheimer funds,
OppenheimerFunds Distributor, Inc., the trustee of OppenheimerFunds Individual
Retirement Accounts (IRAs) and the custodian of the OppenheimerFunds 403(b)(7)
tax-sheltered custodial accounts. It applies to all Oppenheimer fund accounts
you presently have, or may open in the future, using your Social Security
number--whether or not you remain a shareholder of our funds. If you have any
questions about these privacy policies, write to us at P.O. Box 5270, CO
80217-5270, email us by clicking on the Contact Us section of our website at
www.oppenheimerfunds.com or call us at 1.800.525.7048.


Not part of the annual report to Fund shareholders

                    29 | OPPENHEIMER TOTAL RETURN BOND FUND


INFORMATION AND SERVICES

[GRAPHIC] eDocsDirect

Get This Report Online!
You can quickly view, download and print this report at your convenience.
It's EASY, FAST, CONVENIENT, and FREE!
With OppenheimerFunds eDocs Direct, you'll receive email notification when
shareholder reports, prospectuses or prospectus supplements for your fund(s)
become available online, instead of receiving them through the mail. You'll cut
down on paper mail and help reduce fund expenses!

Sign up for eDocs Direct today
at www.oppenheimerfunds.com

Internet
24-hr access to account information and transactions 1
www.oppenheimerfunds.com
- --------------------------------------------------------------------------------
PhoneLink 1 and General Information
24-hr automated information and automated transactions
Representatives also available Mon-Fri 8am-9pm ET
Sat (January-April) 10am-4pm ET
1.800.CALL OPP (1.800.225.5677)
- --------------------------------------------------------------------------------
Written Correspondence and Transaction Requests
OppenheimerFunds Services
P.O. Box 5270,
Denver, CO 80217-5270

For Overnight Delivery
OppenheimerFunds Services
10200 East Girard Avenue, Building D
Denver, CO 80231
- --------------------------------------------------------------------------------
Ticker Symbols
Class A: OTRAX


1. At times the website or PhoneLink may be inaccessible or their transaction
features may be unavailable.


Not part of the annual report to Fund shareholders

                                                                        [LOGO]
                                                          Oppenheimer Funds(R)
                                                             Distributor, Inc.

RA0535.001.0403     June 27, 2003





ITEM 2.  CODE OF ETHICS - NOT REQUIRED

ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT - NOT REQUIRED

ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES - NOT REQUIRED

ITEM 5.  RESERVED

ITEM 6.  RESERVED

ITEM 7.  NOT APPLICABLE

ITEM 8.  RESERVED

ITEM 9.  CONTROLS AND PROCEDURES

          (a) Based on their evaluation of registrant's disclosure controls and
         procedures (as defined in rule 30a-2(c) under the Investment Company
         Act of 1940 (17 CFR 270.30a-2(c)) as of April 30, 2003, registrant's
         principal executive officer and principal financial officer found
         registrant's disclosure controls and procedures to be appropriately
         designed to ensure that information required to be disclosed by
         registrant in the reports that it files under the Securities Exchange
         Act of 1934 (a) is accumulated and communicated to registrant's
         management, including its principal executive officer and principal
         financial officer, to allow timely decisions regarding required
         disclosure, and (b) is recorded, processed, summarized and reported,
         within the time periods specified in the rules and forms adopted by the
         U.S. Securities and Exchange Commission.
          (b) There have been no significant changes in registrant's internal
         controls or in other factors that could significantly affect
         registrant's internal controls subsequent to the date of the most
         recent evaluation as indicated, including no significant deficiencies
         or material weaknesses that required corrective action.









ITEM 10.  EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS)