<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>ztraudit03.txt
<DESCRIPTION>AUDIT
<TEXT>


Report of Independent Auditors


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, 2003, 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, 2003.

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 18, 2004

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</DOCUMENT>
