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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001193805-02-000045.txt : 20021105
<SEC-HEADER>0001193805-02-000045.hdr.sgml : 20021105
<ACCEPTANCE-DATETIME>20021105160554
ACCESSION NUMBER:		0001193805-02-000045
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20021025
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021105

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ZWEIG TOTAL RETURN FUND INC
		CENTRAL INDEX KEY:			0000836412
		IRS NUMBER:				133474242
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-05620
		FILM NUMBER:		02809940

	BUSINESS ADDRESS:	
		STREET 1:		900 THIRD AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2125100360

	MAIL ADDRESS:	
		STREET 1:		5 HANOVER SQUARE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10004
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e200021_8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) October 25, 2002
                                                         ----------------

                        THE ZWEIG TOTAL RETURN FUND, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

                                    Maryland
                                    --------
                 (State or other jurisdiction of incorporation)

           811-05620                                     13-3474242
           ---------                                     ----------
   (Commission File Number)                 (IRS Employer Identification Number)

                   900 Third Avenue, New York, New York 10022
                   ------------------------------------------
                    (Address of Principal Executive Offices)

        Registrant's telephone number, including area code (212) 451-1100
                                                           --------------

<PAGE>

ITEM 5. OTHER EVENTS

      On October 25, 2002, The Zweig Fund, Inc. and The Zweig Total Return Fund,
Inc. announced the resignation of Dr. Martin E. Zweig as chairman and officer of
the two funds and the appointment of Philip R. McLoughlin, former chief
executive officer of Phoenix Investment Partners, Ltd., as chairman of the
funds, to be effective as of November 30, 2002. The form of the press release
announcing the resignation and appointment is attached hereto as Exhibit 99.1.
<PAGE>

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c) Exhibits:

            99.1    The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc.
                    Press Release, dated October 25, 2002
<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  THE ZWEIG TOTAL RETURN FUND, INC.


                                  By:    /s/ Philip R. McLoughlin
                                         ---------------------------------------
                                  Name:  Philip R. McLoughlin
                                  Title: Vice Chairman of the Board of Directors


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>e200021_ex99-1.txt
<DESCRIPTION>PRESS RELEASE, DATED OCTOBER 25, 2002
<TEXT>

                                  EXHIBIT 99.1

 Marty Zweig Relinquishes Chairmanship of Zweig Closed-End Funds, Will Continue
               to Provide Investment Management Services to Funds

10/25/02 3:22pm

            NEW YORK--(BUSINESS WIRE)--Oct. 25, 2002--The boards of directors of
The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc. (NYSE closed-end
funds: ZF and ZTR) announced today that Dr. Martin E. Zweig has informed them
that he wishes to relinquish his roles as chairman of the boards and officer of
the funds as of November 30. However, Dr. Zweig has made it clear that he and
Zweig Consulting Group will continue to provide sub-advisory services, including
asset allocation advice, to both of the Zweig closed-end funds.

            Philip R. McLoughlin, former chief executive officer, Phoenix
Investment Partners, Ltd., will become chairman of the Zweig closed-end fund
boards, effective November 30. Mr. McLoughlin serves on the boards of over 40
funds advised by affiliates of Phoenix Investment Partners, which acquired the
Zweig closed-end funds in 1999.

            Dr. Zweig said, "I've been working closely with Phil McLoughlin and
Phoenix for close to four years. I feel it is now time to turn the
administration of the funds to Phil McLoughlin's capable leadership, especially
since I prefer to concentrate on market and economic analysis, and on the asset
allocation of the funds, which I will continue to do, just as I have for the
past 16 years."

            Said Mr. McLoughlin, "Under Marty's leadership, both funds have
performed consistently well relative to other vehicles in a difficult market. I
am delighted to continue our close working relationship. We are pleased that
Marty will continue to provide his market, economic and asset allocation advice
to these funds."

            The Zweig Fund, Inc. (NYSE: ZF) is a closed-end fund with an
objective of increasing capital primarily through investment in equity
securities. The Fund also seeks to preserve capital through the use of certain
hedging and market timing techniques designed to eliminate unnecessary risk. The
Zweig Total Return Fund, Inc. (NYSE: ZTR) is a closed-end fund with an objective
to seek the highest total return, consisting of capital appreciation and current
income, consistent with the preservation of capital.

            The Zweig closed-end funds are not affiliated with the private hedge
funds managed by Zweig-DiMenna Associates, Inc.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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