<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>5
<FILENAME>ztraud.txt
<DESCRIPTION>AUDITOR'S LETTER
<TEXT>


Report of Independent Accountants


To the Shareholders and Board of Directors
of The Zweig Total Return Fund, Inc.

In planning and performing our audit of the financial statements of
The Zweig Total Return Fund, Inc. for the year ended December 31,
2002, we considered its internal control, including control activities
for safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR, not to
provide assurance on internal control.

The management of The Zweig Total Return Fund, Inc. is responsible for
establishing and maintaining internal control.  In fulfilling this
responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of controls.
Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements and financial
highlights for external purposes that are fairly presented in
conformity with generally accepted accounting principles.  Those
controls include the safeguarding of assets against unauthorized
acquisition, use or disposition.

Because of inherent limitations in internal control, errors or fraud
may occur and not be detected.  Also, projection of any evaluation of
internal control to future periods is subject to the risk that
controls may become inadequate because of changes in conditions or
that the effectiveness of their design and operation may deteriorate.

Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified
Public Accountants.  A material weakness is a condition in which the
design or operation of one or more of the internal control components
does not reduce to a relatively low level the risk that misstatements
caused by error or fraud in amounts that would be material in relation
to the financial statements being audited may occur and not be
detected within a timely period by employees in the normal course of
performing their assigned functions.  However, we noted no matters
involving internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses as
defined above as of December 31, 2002.

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




PricewaterhouseCoopers LLP
New York, New York
February 13, 2003





</TEXT>
</DOCUMENT>
