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<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>opinion77b.txt
<TEXT>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Shareholders and Board of Directors
Cornerstone Total Return Fund, Inc.
New York, New York


In planning and performing our audits of the financial statements
of Cornerstone Total Return Fund, Inc. (the "Fund"), for the year
ended December 31, 2006, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered its internal control over financial reporting,
including control activities for safeguarding securities, as
a basis for designing our auditing procedures for the purpose
of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of the
Fund's internal control over financial reporting.   Accordingly,
we express no such opinion.

The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.   A company's internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with accounting principles generally accepted in
the United States of America.   Such internal control includes
policies and procedures that provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company's assets that
could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.   Also,
projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.

A control deficiency exists when the design or operation of
a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or
detect misstatements on a timely basis.   A significant
deficiency is a control deficiency, or combination of control
deficiencies, that adversely affects the company's ability to
initiate, authorize, record, process or report financial data
reliably in accordance with accounting principles generally
accepted in the United States of America such that there is
more than a remote likelihood that a misstatement of the
company's annual or interim financial statements that is more
than inconsequential will not be prevented or detected. A
material weakness is a significant deficiency, or combination
of significant deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.






Shareholders and Board of Directors
Cornerstone Total Return Fund, Inc.
Page Two





Our consideration of the Funds internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies
in internal control that might be significant deficiencies or
material weaknesses under standards established by the Public
Company Accounting Oversight Board (United States).   However,
we noted no deficiencies in Fund's internal control over
financial reporting and its operation, including controls for
safeguarding securities, which we consider to be material
weaknesses, as defined above, as of December 31, 2006.

This report is intended solely for the information and use of
management, Shareholders and Board of Directors of Cornerstone
Total Return Fund, Inc. and the Securities and Exchange
Commission, and is not intended to be and should not be used
by anyone other than these specified parties.





		TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
February 7, 2007





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