<DOCUMENT>
<TYPE>EX-99.CERT
<SEQUENCE>2
<FILENAME>ex99cert.txt
<DESCRIPTION>CERTIFICATIONS REQUIRED BY RULE 30A-2(A)
<TEXT>
                                                                      EX-99.CERT

                                 CERTIFICATIONS
                                 --------------

      I, Ralph W. Bradshaw, certify that:

      1. I have  reviewed  this report on Form N-Q of  Cornerstone  Total Return
Fund, Inc.;

      2.  Based on my  knowledge,  this  report  does  not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge,  the schedules of  investments  included in this
report fairly present in all material respects the investments of the registrant
as of the fiscal quarter for which the report is filed;

      4. The registrant's other certifying  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Rule 30a-3(c)  under the  Investment  Company Act of 1940) and internal  control
over  financial  reporting  (as defined in Rule  30a-3(d)  under the  Investment
Company Act of 1940) for the registrant and have:

            (a) Designed such disclosure controls and procedures, or caused such
      disclosure  controls and procedures to be designed under our  supervision,
      to ensure that material information relating to the registrant,  including
      its consolidated subsidiaries,  is made known to us by others within those
      entities,  particularly  during the  period in which this  report is being
      prepared;

            (b) Designed  such internal  control over  financial  reporting,  or
      caused such internal control over financial reporting to be designed under
      our supervision, 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;

            (c)  Evaluated  the  effectiveness  of the  registrant's  disclosure
      controls and procedures and presented in this report our conclusions about
      the effectiveness of the disclosure controls and procedures,  as of a date
      within 90 days  prior to the  filing  date of this  report,  based on such
      evaluation; and

            (d) Disclosed in this report any change in the registrant's internal
      control over  financial  reporting that occurred  during the  registrant's
      most recent fiscal quarter that has materially affected,  or is reasonably
      likely to  materially  affect,  the  registrant's  internal  control  over
      financial reporting; and

      5. The registrant's  other  certifying  officer(s) and I have disclosed to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

            (a) All  significant  deficiencies  and material  weaknesses  in the
      design or operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant's  ability to record,
      process, summarize, and report financial information; and

            (b) Any fraud, whether or not material,  that involves management or
      other employees who have a significant role in the  registrant's  internal
      control over financial reporting.

Date: May 21, 2009                  /s/ Ralph W. Bradshaw
                                    --------------------------------------------
                                    Ralph W. Bradshaw, Chairman and President
                                    (Principal Executive Officer)


<PAGE>

                                 CERTIFICATIONS
                                 --------------

      I, Frank J. Maresca, certify that:

      1. I have  reviewed  this report on Form N-Q of  Cornerstone  Total Return
Fund, Inc.;

      2.  Based on my  knowledge,  this  report  does  not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge,  the schedules of  investments  included in this
report fairly present in all material respects the investments of the registrant
as of the fiscal quarter for which the report is filed;

      4. The registrant's other certifying  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Rule 30a-3(c)  under the  Investment  Company Act of 1940) and internal  control
over  financial  reporting  (as defined in Rule  30a-3(d)  under the  Investment
Company Act of 1940) for the registrant and have:

            (a) Designed such disclosure controls and procedures, or caused such
      disclosure  controls and procedures to be designed under our  supervision,
      to ensure that material information relating to the registrant,  including
      its consolidated subsidiaries,  is made known to us by others within those
      entities,  particularly  during the  period in which this  report is being
      prepared;

            (b) Designed  such internal  control over  financial  reporting,  or
      caused such control  over  financial  reporting  to be designed  under our
      supervision,  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;

            (c)  Evaluated  the  effectiveness  of the  registrant's  disclosure
      controls and procedures and presented in this report our conclusions about
      the effectiveness of the disclosure controls and procedures,  as of a date
      within 90 days  prior to the  filing  date of this  report,  based on such
      evaluation; and

            (d) Disclosed in this report any change in the registrant's internal
      control over  financial  reporting that occurred  during the  registrant's
      most recent fiscal quarter that has materially affected,  or is reasonably
      likely to  materially  affect,  the  registrant's  internal  control  over
      financial reporting; and

      5. The registrant's  other  certifying  officer(s) and I have disclosed to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

            (a) All  significant  deficiencies  and material  weaknesses  in the
      design or operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant's  ability to record,
      process, summarize, and report financial information; and

            (b) Any fraud, whether or not material,  that involves management or
      other employees who have a significant role in the  registrant's  internal
      control over financial reporting.

Date: May 21, 2009                  /s/ Frank J. Maresca
                                    --------------------------------------------
                                    Frank J. Maresca, Treasurer
                                    (Principal Financial Officer)
</TEXT>
</DOCUMENT>
