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<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>q77b.txt
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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), as of and
for the year ended December 31, 2008, 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 Funds 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 ccompany's 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 authoriztions 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.








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 material weaknesses under
standards established by the Public Company Accounting
Oversight Board (United States).   However, we noted no
deficiencies in the 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, 2008.

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 24, 2009







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