<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>opinion.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 audit of the financial statements of Cornerstone
Total Return Fund, Inc. (the Fund), for the year ended December 31, 2007, 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
designingour 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
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 companys 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 generally accepted accounting principles.   A companys internal
control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) 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 deficiency in internal control over financial reporting 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 material weakness is a deficiency,
or combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the
companys annual or interim financial statements will not be prevented or
detected on a timely basis.

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
material weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).   However, we noted no
deficiencies in Funds 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, 2007.

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 26, 2008


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