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<SEC-DOCUMENT>0001193125-05-047984.txt : 20050311
<SEC-HEADER>0001193125-05-047984.hdr.sgml : 20050311
<ACCEPTANCE-DATETIME>20050311164856
ACCESSION NUMBER:		0001193125-05-047984
CONFORMED SUBMISSION TYPE:	N-CSR
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20041231
FILED AS OF DATE:		20050311
DATE AS OF CHANGE:		20050311
EFFECTIVENESS DATE:		20050311

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:		N-CSR
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05620
		FILM NUMBER:		05676055

	BUSINESS ADDRESS:	
		STREET 1:		900 THIRD AVE., 31ST FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		212 451-1100

	MAIL ADDRESS:	
		STREET 1:		900 THIRD AVE., 31ST FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-CSR
<SEQUENCE>1
<FILENAME>dncsr.txt
<DESCRIPTION>ZWEIG TOTAL RETUN FUND
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

   CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

                  Investment Company Act file number 811-05620

                        The Zweig Total Return Fund, Inc.
               (Exact name of registrant as specified in charter)

                                900 Third Avenue
                               New York, NY 10022
               (Address of principal executive offices) (Zip code)

    Matthew A. Swendiman, Esq.          John R. Flores, Esq.
    Counsel & Chief Legal Officer for   Vice President,
    Litigation/Employment Registrant    Litigation/Employment Counsel
    Phoenix Life Insurance Company      Phoenix Life Insurance Company
    One American Row                    One American Row
    Hartford, CT 06102                  Hartford, CT 06102

                     (Name and address of agent for service)

       Registrant's telephone number, including area code: 1-800-272-2700

                      Date of fiscal year end: December 31

                   Date of reporting period: December 31, 2004

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. (S) 3507.

<PAGE>

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

<PAGE>


OFFICERS AND DIRECTORS
Daniel T. Geraci
Director, President and Chief Executive Officer

Carlton Neel
Executive Vice President

David Dickerson
Senior Vice President

Marc Baltuch
Vice President

Moshe Luchins
Vice President

Matthew A. Swendiman
Secretary

Nancy Curtiss
Treasurer

Charles H. Brunie
Director

Wendy Luscombe
Director

Alden C. Olson, Ph.D.
Director

James B. Rogers, Jr.
Director

R. Keith Walton
Director

Investment Adviser
Phoenix/Zweig Advisers LLC
900 Third Avenue
New York, NY 10022

Fund Administrator
Phoenix Equity Planning Corporation
56 Prospect St.
P.O. Box 150480
Hartford, CT 06115-0480

Custodian
The Bank of New York
One Wall Street
New York, NY 10286

Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
125 High Street
Boston, Massachusetts 02110

Transfer Agent
EquiServe Trust Co., NA
P.O. Box 43010
Providence, RI 02940-3010

Legal Counsel
Katten Muchin Zavis Rosenman
575 Madison Avenue
New York, NY 10022

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

   This report is transmitted to the shareholders of The Zweig Total Return
Fund, Inc. for their information. This is not a prospectus, circular or
representation intended for use in the purchase of shares of the Fund or any
securities mentioned in this report.

PXP4133                                                                    Q4-04

      Annual Report



      Zweig

      The Zweig Total
      Return Fund, Inc.

      December 31, 2004


                                    [GRAPHIC]

  PHOENIX
  INVESTMENT PARTNERS, LTD.

<PAGE>


                                                               February 1, 2005


Dear Fellow ZTR Shareholder:

   I am pleased to share with you the manager's report and commentary for The
Zweig Total Return Fund, Inc. for the quarter ended December 31, 2004. In it,
Dr. Martin Zweig, president of Zweig Consulting LLC, sub-advisor to the Fund,
presents his market overview and outlook, followed by portfolio manager Carlton
Neel's report on changes to the portfolio during the quarter, including sector
allocations and top holdings.

   For the quarter ended December 31, 2004, The Zweig Total Return Fund's net
asset value increased 2.66%, including $0.140 in distributions paid during the
quarter. During the same period, the Fund's benchmark, a composite index (62.5%
Lehman Brothers Government/Credit Bond Index and 37.5% S&P 500(R) Index),
returned 6.27%. The Fund's average overall exposure to the bond and equity
markets was approximately 88% for the quarter.

   For the year ended December 31, 2004, the Fund's net asset value gained
6.07%, including total distributions paid during the year and the adjustment
for the stock dividends. The Fund's average exposure to the bond and equity
markets was approximately 88% for the year.

   As previously announced, the most recent distribution was $0.047, payable
January 10, 2005 to shareholders of record on December 31, 2004. Including this
distribution, the Fund's total payout since inception is $12.810.

   For more information on The Zweig Total Return Fund including current
performance and monthly portfolio updates, please visit the "In-dividual
Investors" section of our Web site, PhoenixInvestments.com.

   As always, we welcome your comments and feedback.

              Sincerely,

              /s/ Daniel T. Geraci
              Daniel T. Geraci
              President
              The Zweig Total Return Fund, Inc.

                          MARKET OVERVIEW AND OUTLOOK

   The Fund's bond exposure on December 31, 2004 was 61%, with average duration
(a measure of sensitivity to interest rates) of 4.3 years. This compares with
our bond exposure of 51%, with average duration of 4.8 years, at the end of the
third quarter. If we were fully invested, 62.5% of our portfolio would be in
bonds, and 37.5% in stocks. Consequently, with 61% in bonds, we are at about
97.6% of a full position (61%/62.5%).

   Although the Federal Reserve (the "Fed") raised rates from 1% to 2.25%
during the second half of 2004, the Lehman Brothers Treasury Bond Index
returned a respectable 3.74% during those six months. Early in the year the
bond market was subjected to the uncertainty of how much the Fed would tighten
rates and how that would affect bond yields in the future. However, once that
trying period in late March through early April had passed, bonds across the
maturity spectrum traded in a relatively orderly fashion. (A detailed analysis
of the Fed's actions and concerns appears in the equity comments that follow.)

   Last year began with fairly robust gross domestic product (GDP) activity,
but with little or no job growth or inflation. The early months

<PAGE>


were kind to bond investors as economic data pointed to a "jobless recovery"
and many investors used Treasuries as a safe haven against the lackluster stock
market. The surprisingly strong payroll data in early April led to a strong
sell-off in bonds as yields on the 10-year Treasury notes soared to nearly 4.9%
by May.

   Ultimately, the punishing Spring for bonds proved to be panic selling.
Ironically, it was the much higher-than-expected oil prices, normally
considered "inflationary" and bad for bond investors, that calmed fears,
triggering the belief that higher energy prices would slow the economy and thus
mitigate the need for aggressive Fed tightening of interest rates. As the year
progressed, the consistently mediocre economic data, measured tightening by the
Fed, and consistent buying by foreign central banks, all helped the Treasury
bond move into positive returns for the year.

   The Fund made several modest changes in bond exposure over the course of the
year, most of which worked out well. We were carrying a lower duration -- a
measure of risk in the bond market -- during the horrible spring period, but
added to positions in the early summer, just as the bond market began a late
summer rally.

   Generally, it appears that bonds are trading in a fairly narrow yield range,
and until something pushes the economic data into a more definable trend, it
looks like a lackluster period for fixed income lies ahead.

   As far as equities are concerned, our exposure to U.S. common stocks was
27.68% on December 31, 2004, little changed from the September 30 figure of
27.81%. At 27.68%, we are at about 74% of a full position (27.68%/37.5%).

   After being in the doldrums for much of the year, the Dow Jones Industrial
Average/SM/ reversed course after the presidential election and finished the
year up 3.1%. The post-election rally also provided the NASDAQ Composite(R)
Index with an 8.6% gain for the year. The year's best major performer was the
S&P 500(R) Index, which climbed 9%. Before the election, the Dow and the NASDAQ
were lower for the year while the S&P was up only 1.7%.

   It appears that the market liked the election results. There was concern
that if Kerry won, taxes would be raised -- and the market typically doesn't
respond well to that scenario. The market did react favorably to Bush's tax
cuts, particularly on dividends and capital gains. Also, there was a lot of
uncertainty about the outcome of the election and the market doesn't like
uncertainty. That is a likely reason why the market moved within a narrow range
for most of the year. When the election results came in, the market rallied. In
our opinion, the biggest single factor for the strong market in the last two
months of the year was the president's re-election.

   At its December meeting the Fed, as expected, raised its target for the
federal funds rate by 25 basis points (0.25%) to 2.25%. It was the fifth
consecutive increase by that amount in 2004. When announcing its decision, the
Fed reaffirmed its intention to increase rates at a "measured" pace and stated
as before that "inflation and longer term inflation remain well contained."

   However, when the minutes of the Fed's December meeting were released later,
it was disclosed that a number of Fed officials were concerned that slow growth
in productivity, a weakening dollar, and high oil prices "could cause upside
inflation risks." There was a quick and sustained market sell-off after the
minutes were released. We believe that the market's weakness after the Fed
report was an overreaction. That can happen frequently. In this case, it was
not surprising that the Fed raised rates because the rate had been driven down
so low and the economy had been coming along nicely. Recall that previously,
the economy was


                                      2

<PAGE>


not performing well for some time and the Fed probably overdid its cutting.
When the economy rebounded, the Fed was slow in hiking rates and they may have
been trying to make up for lost time. We consider the 2.25% rate still quite
low. If it were to go to 3% or even 4%, we believe it would not necessarily be
of great concern. Because of the run-up in some commodity prices over the last
year or two, the Fed's fears on inflation make sense to us.

   The dollar declined for a third consecutive year in 2004, falling 7.1%
against the euro to its lowest level since the euro's debut in 1999 and 4.3%
against the yen to a five- year low. Despite the weakening dollar, the U.S.
trade deficit expanded to a monthly record of $55.46 billion in October. For
the first ten months, the trade gap reached $500.49 billion, topping the
deficit for all of 2003.

   The weakness in the dollar is attributed in part to the trade deficit, but
in the long run it will help restore a proper balance. More foreigners will buy
our goods and we'll have to pay more to buy goods abroad, which will cut the
demand. That is normally what happens. Another reason for the dollar's weakness
is the fact that we are fighting a war in Iraq and a war on terror in general.
Historically, wars tend to hurt the currency. Also, our interest rates have
fallen quite low relative to those of some other countries and that's not good
for the dollar either. To determine the effect of the weak currency on the
market, we studied prior comparable dollar declines and found no consistent
stock market reaction. It is hard to get a definite answer.

   The federal budget deficit also made news in the quarter. The Treasury
Department reported that the government's monthly budget deficit in November
rose to $57.88 billion from $42.97 billion a year earlier. Including October's
deficit of about $57 billion, the U.S. is on track to threaten the $412 billion
record set for its fiscal year ended September 30, 2004.

   We are not overly concerned about the federal deficit as long as the economy
holds up. Tax cuts to aid the economy were a factor in expanding the deficit
and they seem to have worked. It appears the economy is doing pretty well right
now. If it continues to grow, the deficit should narrow. However a major factor
in the deficit is the spending for the war. Any attempts to cut the deficit by
raising taxes or cutting vital spending could be self-defeating for the economy.

   American corporations have been building their cash reserves at levels not
approached since the 1950s or 60s. The Federal Reserve Board reported that
non-financial corporations boosted their liquid assets by 20% to a record $1.3
trillion from the beginning of 2003 to June 2004. We think it is very bullish
that companies are watching liquidity, which likely means their balance sheets
are quite strong. Sooner or later companies have to do something with their
cash. Microsoft, for example, paid out a huge dividend in 2004 and raised its
regular dividend. We believe it's likely that other companies will follow suit,
especially since the dividend tax went down. That could be good for
shareholders and for stock prices.

   Last year was a peak year for dividends. Total dividend payments in 2004
came to a record $213.6 billion, topping the previous peak of $160.8 billion,
according to Standard & Poor's. Companies reported 1,745 dividend increases
last year, up 7.2% from 2003 and the highest figure for any year since 1998.

   In addition to increasing their dividends, corporations are expanding their
stock buy-backs and that tends to be bullish too. Last year stock repurchase
programs came to $233 billion compared to only $101 billion in 2003, according
to Thomson Financial. Incidentally, the outstanding shares of some companies
are not really shrinking because of the buybacks. For example, a company may
buy back a million shares yet give out two million shares in stock options.
Nonetheless, we view the buybacks as positive.


                                      3

<PAGE>



   A company with lots of cash usually finds it easier to take over another
company. At the same time, some companies with lots of cash become sitting
ducks, or targets themselves, because that cash looks so attractive. Mergers
and acquisitions in the U.S. came to $875 billion last year, an increase of
more than 50% from 2003. With more than $260 billion of transactions announced,
December 2004 was the biggest M&A month since August 2000. We expect to see a
pick-up in mergers and acquisitions this year and consider it a market positive.

   While American corporations are accumulating cash, U.S. households saved
only 0.2% of their disposable income in October, down from 0.3% in September,
according to the Commerce Department. Except for a statistical anomaly in
October 2001, it was the lowest savings rate since the government began
compiling this data in 1959. During the 1950s to 1980s, household savings
averaged around 9%.

   We're not quite sure about the validity of the government's numbers. They
seem too close to zero. However, we have seen evidence of a lot of consumer
spending. With interest rates so low, they have taken out second mortgages or
refinanced their homes. This has given them money to spend. However, it is
difficult to say whether low savings are bullish or bearish. Consider Japan,
where they have a huge savings rate and had it through the whole decade of the
1990s. Both the stock and real estate markets crashed. The Japanese consumer
was reluctant to spend and some businesses stagnated. We don't have that
problem here.

   Net inflows to U.S. equity mutual funds totaled $21.3 billion in November,
the most since $23 billion last April, according to the Investment Company
Institute. That was a factor in the strong year-end rally in the stock market.
Some of the money being invested could have been triggered by the election
result.

   Foreign investors are putting much less money into U.S. stocks. In the first
ten months of 2004 they placed $746 billion into American securities, but less
than one half of 1% went into stocks. This compares with foreign net buyers of
$458 billion of U.S. securities in 2000, with 38% of that total going into
stocks. Part of the reason foreigners are not buying is the weak dollar. If the
market stays even and the dollar declines 10%, they would have a 10% loss.
Incidentally, foreigners historically have tended to be wrong in timing their
investments in our markets. They frequently have come into the market at the
tops and sold at the bottoms.

   Meanwhile, American investors in foreign stocks set a record in 2004.
Through the first eleven months of last year, more than $61 billion went into
foreign stock funds, after withdrawals, according to the Investment Company
Institute and Lipper. The previous peak was $49.8 billion in 2002. U.S.
investments into foreign stock funds in the first eleven months of 2004
accounted for more than 35% of all investments in stock funds compared to just
15% in 2003. Here again the weak dollar is likely a major contributing factor
to that trend. If an American invests in euro-dominated or yen-dominated stocks
or mutual funds, they would benefit if the dollar continues to shrink.

   Last year saw the greatest number of initial public offerings (IPOs) since
2000. There were 240 IPOs in the U.S. in 2004, raising $48.12 billion,
according to Thomson Financial. This compares with 85 companies entering the
market in 2003, which raised only $15.77 billion. These are numbers to watch.
The more new issues you have, the more money gets drained out of the market. On
the other hand, as the market improves, more companies will usually come
forward because it is easier to sell their stock. The time to be concerned is
if there is an excessive number of IPOs or if they explode on the first day. We
haven't yet seen the kind of "market froth" that occurred in, say, 1999, near
the top of the market. So we are comfortable with the IPO


                                      4

<PAGE>


level at this time, but it may get to a point where it becomes overdone and
that would be a negative for us.

   Speculation seemed on the rise last year. Debit balances in margin accounts
for customers of the New York Stock Exchange (NYSE) reached $196.99 billion in
November, up nearly 14% from the close of 2003, the exchange reported. It was
the second straight year of increasing margin debt levels. Ending a three-year
decline, margin debt climbed nearly 29% in 2003. We think that a 14% increase
is not that much to worry about. Margin debt doesn't seem excessive and is not
a problem at this point, but it could become one.

   We do believe, however, that there is some cause for concern based on the
most recent Investors Intelligence sentiment survey of market advisors. As the
year ended, it reported that 62.1% of advisors are bullish, the highest
percentage since late January of 1987, the year of the October stock market
crash. However, the enthusiasm shown by investors and advisors does not appear
to be shared by company insiders. Stock sales by company insiders totaled over
$6 billion in November against purchases of only $130 million, according to
Thomson Financial. That is not helpful because it adds to the supply of stock.
Historically insiders tend to sell on strength and buy on weakness. Since the
market has been more or less on the strong side, you might expect to see more
selling so those lower numbers are somewhat worrisome.

   Based on estimated corporate earnings growth of 19% last year and
projections of 10% growth for 2005, the S&P 500 Index currently trades at 17.9
times 2004 estimates and 16.5 times this year's projections, according to
Thomson Financial. With interest rates so low, these earnings seem relatively
satisfactory. However, it is difficult to know whether or not the market is
overvalued. One thing is sure -- it's not like it was five years ago. In our
opinion, valuations seem about right.

   As far as earnings are concerned we are going to see changes in the way they
are computed. The Financial Accounting Standards Board announced that,
effective July 1, 2005, publicly traded companies will have to treat stock
options they give to employees as normal business expenses. This action has
been long overdue because options really are expenses. Although some companies
will report lower earnings, it doesn't change the economic realities of a
company. It will be interesting to see how Wall Street will react to the
revised figures.

   Wall Street will also be watching what happens to President Bush's plan to
shift some Social Security money into private investment accounts. Should this
bill come to pass, it would be enormously bullish in our opinion. It would
resemble how the market was helped when individual retirement accounts (IRAs)
were introduced and pension rules were changed around 1975, causing more money
to enter the market. However, we don't know what the final version of the bill
will be or even if it will be enacted.

   The White House has projected economic growth of 3.5% this year, against 4%
in 2004. On an upbeat note, the Conference Board's monthly Consumer Confidence
Index jumped to 102.3 in December from 92.6 in November, after four months of
declines. The Institute for Supply Management put its monthly index of
manufacturing at 58.6 in December against 57.8 in November -- another positive
indicator. Yet at the same time, housing, a strong prop for the economy, seems
to be losing momentum. The Commerce Department reported that housing starts
dropped 13.1% in November, the steepest decline since a 9.7% dip in January
1994, and construction spending fell 0.4%, the first drop in 10 months.

   Since the economy is reasonably strong, we consider the White House's 3.5%
projection for this year's growth realistic. That would indicate a fairly
upbeat economy that is not overheated. We


                                      5

<PAGE>


would much rather see the economy grow at 3.5% than at 5.5%. While it's too
early to tell how the year will shape up, the economic indicators that we
follow have been picking up steam over the last two months.

   In summary, as of this writing, the stock market's "tape action" itself is
positive, although the year got off to a lukewarm start. As noted earlier, the
election result was a positive, but the year-end rally seems to have already
built it into the market. Other positives include lower taxes and more
reasonable valuations. Interest rates are still relatively low and our monetary
indicators are neutral. On the negative side, the Fed is still hiking rates.
Although rates are still low, it is not great to see them going up. Our
sentiment indicators are not very good right now. There just seems to be too
much unwarranted optimism, and we can't lose sight of the fact that we are in a
war and markets sometimes do poorly during wars. It is not clear whether
inflation will pick up, but in our view, that is a real potential threat to the
market. While it is a mixed bag, we are slightly positive on our outlook.

              Sincerely,

              /s/Martin E. Zweig, Ph.D.


              Martin E. Zweig, Ph.D.
              President
              Zweig Consulting LLC

                             PORTFOLIO COMPOSITION


   In keeping with the Fund's investment policy guidelines, all of our bonds
are U.S. Government and agency obligations. These bonds are highly liquid and
provide the flexibility to respond quickly to changing market conditions.

   Our leading stock market sectors as of December 31, 2004 included
financials, consumer staples, health care, industrials, and energy. Although
there were changes in allocation amounts, all of the above-mentioned sectors
were in our previous quarterly listing. During the fourth quarter, we also
added to our position in financials and trimmed our holdings in industrials.

   Our top individual stock holdings as of December 31, 2004 included Altria
Group, AT&T, Bristol-Myers-Squibb, Wells Fargo, Merck, Sara Lee, National City,
SBC Communications, Bank of America and Huntington Bancshares. Except for
Altria Group, Bristol-Myers-Squibb, National City, SBC Communications, and Bank
of America, all of these companies are new to our top holdings. There was no
change in shares held in AT&T, but we added to our positions in Wells Fargo,
Merck, Sara Lee and Huntington Bancshares.

   No longer among our top listings are Kerr-McGee, which we closed out, and
Dow Chemical, Wachovia and Occidental Petroleum, in which we reduced our
holdings, and Allstate, where the number of shares owned was unchanged.

              Sincerely,


                 [SIGNATURE]

              /s/ Carlton Neel
              Carlton Neel
              Executive Vice President
              Phoenix/Zweig Advisers LLC


 The preceding information is the opinion of portfolio management. Past
 performance is no guarantee of future results, and there is no guarantee that
 market forecasts will be realized.
For definitions of indexes cited and certain investment terms used in this
report see the glossary on page 7.

                                      6

<PAGE>


Glossary

   American Depositary Receipt (ADR): Represents shares of foreign companies
traded in U.S. dollars on U.S. exchanges that are held by a bank or a trust.
Foreign companies use ADRs in order to make it easier for Americans to buy
their shares.

   Basis Point (bp): One-hundredth of a percentage point (0.01%). Basis points
are often used to measure changes in or differences between yields on fixed
income securities, since these often change by very small amounts.

   Composite Index for Zweig Total Return Fund: A composite index consisting of
62.5% Lehman Brothers Government/Credit Bond Index and 37.5% S&P 500(R) Index.

   Conference Board's Consumer Confidence Index: A monthly measure of consumer
confidence based on a representative sample of 5,000 U.S. households surveyed.

   Dow Jones Industrial Average/SM/: A price-weighted average of 30 blue chip
stocks. The index is calculated on a total return basis with dividends
reinvested.

   Duration: A measure of volatility of a fixed income security, fixed income
portfolio or fixed income portion of portfolio. It is the change in the value
of the fixed income security, fixed income portfolio or portion thereof that
will result from a 1% change in interest rates. Duration is stated in years.
For example, a 5-year duration means the fixed income security, fixed income
portfolio or portion will decrease in value by 5% if interest rates rise 1%,
and increase in value by 5% if interest rates fall 1%.

   Federal funds rate: The interest rate charged on overnight loans of reserves
by one financial institution to another in the United States. The federal funds
rate is the most sensitive indicator of the direction of interest rates since
it is set daily by the market.

   Federal Reserve (the "Fed"): The central bank of the U.S., responsible for
controlling the money supply, interest rates and credit with the goal of
keeping the U.S. economy and currency stable. Governed by a seven-member board,
the system includes 12 regional Federal Reserve Banks, 25 branches and all
national and state banks that are part of the system.

   Financial Accounting Standards Board (FASB): The private sector organization
that since 1973 establishes the financial accounting and reporting standards
that govern the preparation of financial reports, and recognized as
authoritative by the Securities and Exchange Commission and the American
Institute of Certified Public Accountants.

   Gross domestic product (GDP): An important measure of U.S. economic
performance, GDP is the total market value of all final goods and services
produced in the U.S. during any quarter or year.

   Initial public offering (IPO): A company's first sale of stock to the public.

   Institute for Supply Management (ISM) Report on Business(R): An economic
forecast, released monthly, that measures U.S. manufacturing conditions and is
arrived at by surveying 300 purchasing professionals in the manufacturing
sector representing 20 industries in all 50 states.

   Investors Intelligence Survey: A weekly survey published by Chartcraft, an
investment services company, of the current sentiment of approximately 150
market newsletter writers. Participants are classified into three categories:
bullish, bearish or waiting for a correction.

   Lehman Brothers Government/Credit Bond Index: Measures U.S. investment grade
government and corporate debt securities. The index is calculated on a total
return basis.

   NASDAQ Composite(R) Index: A market capitalization-weighted index of all
issues listed in the NASDAQ (National Association Of Securities Dealers
Automated Quotation System) Stock Market, except for closed-end funds,
convertible debentures, exchange traded funds, preferred stocks, rights,
warrants, units and other derivative securities. The index is calculated on a
total return basis with dividends reinvested.

   S&P 500(R) Index: A market capitalization-weighted index of 500 of the
largest U.S. companies. The index is calculated on a total return basis with
dividends reinvested.

Indexes cited are unmanaged and not available for direct investment; therefore
their performance does not reflect the expenses associated with the active
management of an actual portfolio.

                                      7

<PAGE>



                                    [CHART]
Sector Weightings December 31, 2004
as a percentage of total investments

U.S. Government Securities      51%
Financials                       6%
Consumer Staples                 5%
Health Care                      4%
Industrials                      3%
Energy                           3%
Consumer Discretionary           2%
Other                           26%


                                      8

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

Ten Largest Holdings at December 31, 2004 ( as a percentage of net assets)/(e)/

<TABLE>
<S>                                      <C>     <C>                                    <C>
1. U.S. Treasury Bond 8.88%, 8/15/17.... 10.9%   6. U.S. Treasury Note 6%, 8/15/09..... 4.6%
2. U.S. Treasury Bond 9.25%, 2/15/16....  8.2%   7. Lehman CR-ABN AMRO VIII 3.20% Pfd.. 2.9%
3. U.S. Treasury Note 3.50%, 11/15/06...  7.7%   8. U.S. Treasury Bond 6.38%, 8/15/27.. 2.6%
4. U.S. Treasury Note 3%, 2/15/08.......  7.2%   9. U.S. Treasury Note 2%, 8/31/05..... 2.2%
5. Federal National Mortgage Association         10. U.S. Treasury Note 4.75%, 11/15/08 1.8%
 3.15%, 5/28/08.........................  5.0%
</TABLE>
               SCHEDULE OF INVESTMENTS AND SECURITIES SOLD SHORT

                               December 31, 2004

<TABLE>
<CAPTION>
                                                       Number of
                                                        Shares      Value
                                                       --------- ------------
  <S>                                           <C>    <C>       <C>
  INVESTMENTS
  DOMESTIC COMMON STOCKS                        27.68%
  CONSUMER DISCRETIONARY -- 2.36%
     Fox Entertainment Group, Inc. Class A.........      59,000  $  1,844,340
     Home Depot, Inc...............................      47,000     2,008,780
     McDonald's Corp...............................     117,000     3,751,020
     Nike, Inc. Class B............................      30,000     2,720,700
     Viacom, Inc. Class B..........................      54,000     1,965,060
                                                                 ------------
                                                                   12,289,900
                                                                 ------------
  CONSUMER STAPLES -- 4.56%
     Altria Group, Inc./(d)/.......................      88,000     5,376,800
     Archer-Daniels-Midland Co.....................     159,000     3,547,290
     Costco Wholesale Corp.........................      48,000     2,323,680
     Kimberly-Clark Corp...........................      64,000     4,211,840
     Procter & Gamble Co...........................      64,000     3,525,120
     Sara Lee Corp.................................     199,000     4,803,860
                                                                 ------------
                                                                   23,788,590
                                                                 ------------
  ENERGY -- 2.54%
     Burlington Resources, Inc.....................      39,000     1,696,500
     ConocoPhillips................................      40,000     3,473,200
     Halliburton Co................................      73,000     2,864,520
     Occidental Petroleum Corp.....................      54,000     3,151,440
     Valero Energy Corp............................      46,000     2,088,400
                                                                 ------------
                                                                   13,274,060
                                                                 ------------
  FINANCIALS -- 6.30%
     Allstate Corp.................................      87,000     4,499,640
     Bank America Corp./(d)/.......................     100,000     4,699,000
     Capital One Financial.........................      18,000     1,515,780
     Huntington Bancshares, Inc....................     186,000     4,609,080
     Morgan Stanley................................      66,000     3,664,320
</TABLE>

                       See notes to financial statements

                                      9

<PAGE>


<TABLE>
<CAPTION>
                                                       Number of
                                                        Shares      Value
                                                       --------- ------------
     <S>                                               <C>       <C>
        National City Corp.........................     127,000  $  4,768,850
        Wachovia Corp..............................      80,000     4,208,000
        Wells Fargo & Co...........................      79,000     4,909,850
                                                                 ------------
                                                                   32,874,520
                                                                 ------------
     HEALTH CARE -- 3.57%
        Amgen, Inc./(b)/...........................      25,000     1,603,750
        Bard (C.R.), Inc...........................      33,000     2,111,340
        Bristol-Myers Squibb Co....................     192,000     4,919,040
        Merck & Company, Inc.......................     150,000     4,821,000
        Pfizer, Inc................................     133,000     3,576,370
        UnitedHealth Group, Inc....................      18,000     1,584,540
                                                                 ------------
                                                                   18,616,040
                                                                 ------------
     INDUSTRIAL -- 3.09%
        Boeing Co. (The)...........................      56,000     2,899,120
        Deere & Co./(d)/...........................      44,000     3,273,600
        L-3 Communications Holdings, Inc...........      21,000     1,538,040
        Lockheed Martin Corp.......................      33,000     1,833,150
        Norfolk Southern Corp......................      66,000     2,388,540
        Paccar, Inc................................      35,000     2,816,800
        United Defense Industries, Inc./(b)/.......      29,000     1,370,250
                                                                 ------------
                                                                   16,119,500
                                                                 ------------
     INFORMATION TECHNOLOGY -- 1.31%
        Cisco Systems, Inc./(b)/...................      68,000     1,312,400
        Intel Corp.................................      88,000     2,058,320
        Microsoft Corp.............................      53,000     1,415,630
        Qualcomm, Inc..............................      50,000     2,120,000
                                                                 ------------
                                                                    6,906,350
                                                                 ------------
     MATERIALS -- 1.84%
        Alcoa, Inc.................................      33,000     1,036,860
        Dow Chemical/(d)/..........................      92,000     4,554,920
        Freeport McMoran Copper & Gold, Inc. Class B     34,000     1,299,820
        Georgia-Pacific Corp.......................      72,000     2,698,560
                                                                 ------------
                                                                    9,590,160
                                                                 ------------
     TELECOMMUNICATION SERVICES -- 2.11%
        AT&T Corp..................................     261,000     4,974,660
        MCI, Inc...................................      64,000     1,290,240
        SBC Communications, Inc....................     185,000     4,767,450
                                                                 ------------
                                                                   11,032,350
                                                                 ------------
            Total Domestic Common Stocks (Cost $124,160,297)      144,491,470
                                                                 ------------
</TABLE>

                       See notes to financial statements

                                      10

<PAGE>


<TABLE>
<CAPTION>
                                                         Number of
                                                          Shares       Value
                                                         ---------  ------------
  <S>                                            <C>     <C>        <C>
  FOREIGN COMMON STOCKS/(c)/                      2.18%
  CONSUMER DISCRETIONARY -- 0.40%
     Honda Motor Co., Ltd. (Japan)/(d)/..............      80,000   $  2,084,800
                                                                    ------------
  HEALTH CARE -- 0.81%
     Angiotech Pharmaceuticals, Inc. (United
       States)/(b)/..................................      68,000      1,254,600
     Sanofi Aventis ADR (France).....................      74,000      2,963,700
                                                                    ------------
                                                                       4,218,300
                                                                    ------------
  INFORMATION TECHNOLOGY -- 0.97%
     Amdocs Ltd. (United States)/(b)/................      58,000      1,522,500
     Nokia OYJ ADR (Finland).........................     227,000      3,557,090
                                                                    ------------
                                                                       5,079,590
                                                                    ------------
         Total Foreign Common Stocks (Cost $9,951,588)......          11,382,690
                                                                    ------------
  PREFERRED STOCKS                                2.85%
  FINANCIALS -- 2.85%
     Lehman CR-ABN Amro VIII, 3.20% Pfd..............         149     14,900,000
                                                                    ------------
         Total Preferred Stocks (Cost $14,900,000)..........          14,900,000
                                                                    ------------
  U.S. GOVERNMENT SECURITIES                     46.24%
                                                            Par
                                                          (000's)
                                                         ---------
  U.S. TREASURY BONDS -- 21.70%
     U.S. Treasury Bond 6.38% 8/15/27................    $ 11,500     13,808,982
     U.S. Treasury Bond 8.88% 8/15/17................      40,000     56,684,360
     U.S. Treasury Bond 9.25% 2/15/16................      30,000     42,823,830
                                                                    ------------
                                                                     113,317,172
                                                                    ------------
  U.S. TREASURY NOTES -- 24.54%
     U.S. Treasury Note 2.00% 8/31/05................      11,250     11,206,058
     U.S. Treasury Note 3.00% 2/15/08................      38,000     37,689,768
     U.S. Treasury Note 3.50% 11/15/06...............      40,000     40,337,520
     U.S. Treasury Note 4.75% 11/15/08...............       9,000      9,426,447
     U.S. Treasury Note 5.00% 8/15/11................       5,000      5,322,850
     U.S. Treasury Note 6.00% 8/15/09................      21,900     24,153,313
                                                                    ------------
                                                                     128,135,956
                                                                    ------------
         Total U.S. Government Securities (Cost $235,031,108)        241,453,128
                                                                    ------------
  AGENCY NON-MORTGAGE BACKED SECURITIES           5.01%
     Federal National Mortgage Association 3.15%,
       5/28/08.......................................      26,570     26,200,518
                                                                    ------------
           (Cost $26,685,581).............................            26,200,518
                                                                    ------------
         Total Long Term Investments -- 83.96% (Cost
           $410,728,574)....................................         438,427,806
                                                                    ------------
</TABLE>

                       See notes to financial statements

                                      11

<PAGE>


<TABLE>
<CAPTION>
                                                              Par
                                                            (000's)         Value
                                                            -------   ------------
<S>                                             <C>         <C>       <C>
SHORT-TERM INVESTMENTS                          15.23%
U.S. Government Securities -- 4.78%
   U.S. Treasury Note 1.63%, 3/31/05 (Cost
     $24,954,750).......................................    $25,000   $ 24,960,950
Federal Agency Securities -- 4.99%
   Federal Home Loan Mortgage Corp. 1.875%,
     1/15/05 (Cost $25,991,053).........................     26,000     25,995,034
Commercial Paper -- 5.46%
   Rabobank USA Finance Corp. 2.17%, 1/3/05.............     20,000     19,998,922
   BNP Paribas North America, Inc. 2.28%, 2/1/05........      8,500      8,481,977
                                                                      ------------
       Total Commercial Paper (Cost $28,479,157)..............          28,480,899
                                                                      ------------
       Total Short-Term Investments (Cost $79,424,960)........          79,436,883
                                                                      ------------
       Total Investments (Cost $490,153,534) -- 99.19%........         517,864,689/(a)/
       Securities Sold Short (Proceeds $5,439,103) -- (1.20)%.          (6,260,330)
       Other Assets Less Liabilities -- 2.01%.................          10,496,299
                                                                      ------------
       Net Assets -- 100.00%..................................        $522,100,658
                                                                      ============
</TABLE>
- --------
 (a) Federal Tax information: Net unrealized appreciation of investment
     securities is comprised of gross appreciation of $31,490,762 and gross
     depreciation of $6,767,142 for federal income tax purposes. At December
     31, 2004 the aggregate cost of securities for federal income tax purposes
     was $493,141,069.
 (b) Non-income producing.
 (c) Foreign Common Stocks are determined based on the country in which the
     security is issued. The country of risk, noted parenthetically, is
     determined based on criteria in Note 2G "Foreign security country
     determination" in the Notes to Financial Statements.
 (d) Position, or portion thereof, with an aggregate market value of
     $13,582,100, has been segregated to collateralize securities sold short.
 (e) Table excludes short-term investments.

<TABLE>
<CAPTION>
                                                      Number
                                                     of Shares      Value
                                                     --------- ----------
 <S>                                           <C>   <C>       <C>
 SECURITIES SOLD SHORT
 DOMESTIC COMMON STOCKS                        1.20%
 CONSUMER DISCRETIONARY -- 0.63%
    Wendy's International, Inc...................      84,000   3,297,840
                                                               ----------
 HEALTH CARE -- 0.31%
    Thoratec Corp................................     152,000   1,583,840
                                                               ----------
 UTILITIES -- 0.26%
    Reliant Resources, Inc.......................     101,000   1,378,650
                                                               ----------
        Total Securities Sold Short (Proceeds $5,439,103)      $6,260,330/(f)/
                                                               ==========
</TABLE>
- --------
 (f) Federal Tax information: Net unrealized depreciation of securities sold
     short is comprised of gross appreciation of $215,245 and gross
     depreciation of $1,036,472 for federal income tax purposes. At December
     31, 2004, the aggregate proceeds of securities sold short for federal tax
     purposes was ($5,439,103).

                       See notes to financial statements

                                      12

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

                      STATEMENT OF ASSETS AND LIABILITIES

                               December 31, 2004

<TABLE>
   <S>                                                          <C>
   ASSETS
      Investments, at value (Identified cost $490,153,534)..... $517,864,689
      Foreign currency at value (Identified cost $7,294).......        7,573
      Cash.....................................................       67,240
      Deposits with broker for securities sold short...........    6,268,900
      Interest receivable......................................    4,416,806
      Dividends receivable.....................................      455,775
      Prepaid expenses.........................................       23,109
                                                                ------------
          Total Assets.........................................  529,104,092
                                                                ------------
   LIABILITIES
      Securities sold short, at value (Proceeds $5,439,103)....    6,260,330
      Accrued advisory fees (Note 4)...........................      309,121
      Accrued administration fees (Note 4).....................       57,408
      Accrued directors fees...................................       35,552
      Other accrued expenses...................................      341,023
                                                                ------------
          Total Liabilities....................................    7,003,434
                                                                ------------
   NET ASSETS                                                   $522,100,658
                                                                ============
   NET ASSET VALUE, PER SHARE
      ($522,100,658 / 92,891,488 shares outstanding -- Note 5). $       5.62
                                                                ============

   Net Assets consist of:
      Capital paid-in.......................................... $535,210,418
      Undistributed net investment income......................    1,811,178
      Accumulated net realized loss on investments.............  (41,811,145)
      Net unrealized appreciation on investments...............   27,711,434
      Net unrealized depreciation on securities sold short.....     (821,227)
                                                                ------------
                                                                $522,100,658
                                                                ============
</TABLE>

                       See notes to financial statements

                                      13

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

                            STATEMENT OF OPERATIONS

                     For the Year Ended December 31, 2004

<TABLE>
<S>                                                                            <C>
INVESTMENT INCOME
   Income
       Interest............................................................... $12,595,420
       Dividends (net of foreign withholding taxes of $43,781)................   5,337,933
                                                                               -----------
          Total Income........................................................  17,933,353
                                                                               -----------
   Expenses
       Investment advisory fees...............................................   3,652,785
       Professional fees......................................................     931,550
       Administrative fees....................................................     678,374
       Printing and postage expenses..........................................     541,933
       Transfer agent fees....................................................     294,171
       Directors' fees and expenses...........................................     240,462
       Custodian fees.........................................................      60,288
       Miscellaneous..........................................................     275,138
                                                                               -----------
          Expenses before dividends on short sales............................   6,674,701
          Dividends on short sales............................................     151,804
                                                                               -----------
            Net Expenses......................................................   6,826,505
                                                                               -----------
              Net Investment Income...........................................  11,106,848
                                                                               -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   Net realized gain (loss) on:
       Investments............................................................  14,941,571
       Foreign currency transactions..........................................     349,503
       Options written........................................................    (228,882)
       Short sales............................................................  (2,872,170)
   Net change in unrealized appreciation (depreciation) on:
       Investments............................................................   4,365,499
       Options written........................................................       8,682
       Foreign currency and foreign currency translations.....................        (818)
       Short sales............................................................     612,017
                                                                               -----------
          Net realized and unrealized gain....................................  17,175,402
                                                                               -----------
              Net increase in net assets resulting from operations............ $28,282,250
                                                                               ===========
</TABLE>

                       See notes to financial statements

                                      14

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

                      STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                              Year Ended    Year Ended
                                                                              12/31/2004    12/31/2003
                                                                             ------------  ------------
<S>                                                                          <C>           <C>
INCREASE (DECREASE) IN NET ASSETS
   Operations
       Net investment income................................................ $ 11,106,848  $  8,668,975
       Net realized gain (loss).............................................   12,190,022       259,524
       Net change in unrealized appreciation (depreciation).................    4,985,380    25,334,105
                                                                             ------------  ------------
          Net increase (decrease) in net assets resulting from
            operations......................................................   28,282,250    34,262,604
                                                                             ------------  ------------
   Dividends and distributions to shareholders from
       Net investment income................................................  (13,079,252)  (11,504,964)
       Net realized short-term gains........................................   (8,607,364)           --
       Tax return of capital................................................  (10,182,121)  (32,358,803)
                                                                             ------------  ------------
          Total dividends and distributions to shareholders.................  (31,868,737)  (43,863,767)
                                                                             ------------  ------------
   Capital share transactions
       Net asset value of shares issued to shareholders in reinvestment
         of distributions resulting in issuance of common stock.............           --     2,524,990
                                                                             ------------  ------------
       Net increase in net assets derived from capital shares
         transactions.......................................................           --     2,524,990
                                                                             ------------  ------------
       Net decrease in net assets...........................................   (3,586,487)   (7,076,173)
NET ASSETS
   Beginning of year........................................................  525,687,145   532,763,318
                                                                             ------------  ------------
   End of year (including undistributed net investment income of
     $1,811,178 and $241,103, respectively)................................. $522,100,658  $525,687,145
                                                                             ============  ============
</TABLE>

                       See notes to financial statements

                                      15

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

                         NOTES TO FINANCIAL STATEMENTS

                               December 31, 2004

NOTE 1 -- ORGANIZATION

   The Zweig Total Return Fund, Inc. ("the Fund") is a closed-end, diversified
management investment company registered under the Investment Company Act of
1940 ("the Act"). The Fund was incorporated under the laws of the State of
Maryland on July 21, 1988. The Fund's objective is to seek the highest total
return, consisting of capital appreciation and current income, consistent with
the preservation of capital.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

   The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principals
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of increases and decreases of
net assets from operations during the reporting period. Actual results could
differ from those estimates.

  A. Security Valuation:

   Equity securities are valued at the official closing price (typically last
sale) on the exchange on which the securities are primarily traded, or if no
closing price is available, at the last bid price.

   Debt securities are valued on the basis of broker quotations or valuations
provided by a pricing service, which, in determining value, utilizes
information with respect to recent sales, market transactions in comparable
securities, quotations from dealers, and various relationships between
securities in determining value.

   As required, some securities and other assets, if any, are valued at fair
value as determined in good faith by or under the direction of the Directors.

   Certain foreign common stocks may be fair valued in cases where closing
prices are not readily available or are deemed not reflective of readily
available market prices. For example, significant events (such as movement in
the U.S. securities market, or other regional and local developments) may occur
between the time that foreign markets close (where the security is principally
traded) and the time that the Fund calculates its net asset value (generally,
the close of the NYSE) that may impact the value of securities traded in these
foreign markets. In these cases, information from an external vendor may be
utilized to adjust closing market prices of certain foreign common stocks to
reflect their fair value. Because the frequency of significant events is not
predictable, fair valuation of certain foreign common stocks may occur on a
frequent basis.

   Short-term investments having a remaining maturity of 60 days or less are
valued at amortized cost, which approximates market.

                                      16

<PAGE>



  B. Security Transactions and Related Income:

   Security transactions are recorded on the trade date. Dividend income is
recorded on the ex-dividend date, or in the case of certain foreign securities,
as soon as the Fund is notified. Interest income is recorded on the accrual
basis. The Fund amortizes premiums and accretes discounts using the effective
interest method. Realized gains and losses are determined on the identified
cost basis.

  C. Income Taxes:

   It is the policy of the Fund to comply with the requirements of the Internal
Revenue Code (the "Code") applicable to regulated investment companies, and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no provision for federal income taxes or excise taxes has been made.

   The Fund may be subject to foreign taxes on income, gains on investments or
currency repatriation, a portion of which may be recoverable. The Fund will
accrue such taxes and recoveries as applicable based upon current
interpretations of the tax rules and regulations that exist in the markets in
which they invest.

  D. Dividends and Distributions to Shareholders:

   Distributions are recorded by the Fund on the ex-dividend date. Income and
capital gain distributions are determined in accordance with income tax
regulations, which may differ from accounting principles generally accepted in
the United States of America. These differences may include the treatment of
non-taxable dividends, market premium and discount, non-deductible expenses,
expiring capital loss carryovers, foreign currency gain or loss, operating
losses and losses deferred due to wash sales. Permanent book and tax basis
differences relating to shareholder distributions will result in
reclassifications to capital paid in on shares of beneficial interest. As of
December 31, 2004, the Fund increased undistributed net investment income by
$3,542,479, increased the accumulated net realized loss by $6,234,325 and
decreased capital paid in on shares of beneficial interest by $9,776,804.

   The components of distributable earnings on a tax basis (excluding
unrealized appreciation (depreciation) which is disclosed in the Schedule of
Investments and Securities Sold Short) consist of undistributed ordinary income
of $0 and undistributed long-term capital gains of $0.

   The Fund has $41,511,380 of capital loss carryovers, $36,736,454 expiring in
2010 and $4,774,926 expiring in 2011 which may be used to offset future capital
gains. For the period ended December 31, 2004, the Fund utilized losses
deferred in prior years of $9,821,672. The Fund may not realize the benefits of
these losses to the extent it does not realize gains on investments prior to
the expiration of the capital loss carryovers. In addition, under certain
conditions, the Fund may lose the benefit of these losses to the extent that
distributions to shareholders exceed required distribution amounts as defined
under the Internal Revenue Code. Shareholders may also pay additional taxes on
these excess distributions. For the year ended December 31, 2004, excess
distributions to the extent of current year gains were $9,821,672. Short-term
gain distributions reported in the Statements of Changes in Net Assets are
reported as ordinary income for tax purposes.

                                      17

<PAGE>



  E. Foreign Currency Translation:

   Foreign securities and other assets and liabilities are valued using the
foreign currency exchange rate effective at the end of the reporting period.
Cost of investments is translated at the currency exchange rate effective at
the trade date. The gain or loss resulting from a change in currency exchange
rates between the trade and settlement dates of a portfolio transaction is
treated as a gain or loss on foreign currency. Likewise, the gain or loss
resulting from a change in currency exchange rates between the date income is
accrued and paid is treated as a gain or loss on foreign currency. The Fund
does not isolate that portion of the results of operations arising from changes
in exchange rates and that portion arising from changes in the market prices of
securities.

  F. Forward Currency Contracts:

   The Fund may enter into forward currency contracts in conjunction with the
planned purchase or sale of foreign denominated securities in order to hedge
the U.S. dollar cost or proceeds. Forward currency contracts involve, to
varying degrees, elements of market risk in excess of the amount recognized in
the Statement of Assets and Liabilities. Risks arise from the possible
movements in foreign exchange rates or if the counterparty does not perform
under the contract.

   A forward currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any number of days from the
date of the contract agreed upon by the parties, at a price set at the time of
the contract. These contracts are traded directly between currency traders and
their customers. The contract is marked-to-market daily and the change in
market value is recorded by the Fund as an unrealized gain or loss. When the
contract is closed or offset with the same counterparty, the Fund records a
realized gain or loss equal to the change in the value of the contract when it
was opened and the value at the time it was closed or offset.

  G. Foreign Security Country Determination:

   A combination of the following criteria is used to assign the countries of
risk listed in the schedule of investments and securities sold short, country
of incorporation, actual building address, primary exchange on which the
security is traded and country in which greatest percentage of company revenue
is generated.

  H. Options:

   The Fund may write covered options or purchase options contracts for the
purpose of hedging against changes in the market value of the underlying
securities or foreign currencies.

   The Fund will realize a gain or loss upon the expiration or closing of the
option transaction. Gains and losses on written options are reported separately
in the Statement of Operations. When a written option is exercised, the
proceeds on sales or amounts paid are adjusted by the amount of premium
received. Options written are reported as a liability in the Statement of
Assets and Liabilities and subsequently marked-to-market to reflect the current
value of the option. The risk associated with written options is that the
change in value of options contracts may not correspond to the change in value
of the hedged instruments. In addition, losses may arise from changes in the
value of the underlying instruments, or if a liquid secondary market does not
exist for the contracts.

   The Fund may purchase options, which are included in the Fund's Schedule of
Investments and Securities Sold Short and subsequently marked-to-market to
reflect the current value of the option.

                                      18

<PAGE>


When a purchased option is exercised, the cost of the security is adjusted by
the amount of premium paid. The risk associated with purchased options is
limited to the premium paid.

   Transactions in written options for the period ended December 31, 2004 were
as follows:

<TABLE>
<CAPTION>
                                                           Number of Premiums
                                                           Contracts Received
                                                           --------- --------
  <S>                                                      <C>       <C>
     Option contracts outstanding at December 31, 2003....    310    $ 50,218
     Option contracts written.............................     --          --
     Option contracts sold................................   (310)    (50,218)
     Option contracts exercised...........................     --          --
     Option contracts expired.............................     --          --
                                                             ----    --------
     Option contracts outstanding as of December 31, 2004.     --          --
                                                             ====    ========
</TABLE>

   As of December 31, 2004, the Fund has no options outstanding.

  I. Short Sales:

   A short sale is a transaction in which the Fund sells a security it does not
own in anticipation of a decline in market price. To sell a security short, the
Fund must borrow the security. The Fund's obligation to replace the security
borrowed and sold short will be fully collateralized at all times by the
proceeds from the short sale retained by the broker and by cash and securities
deposited in a segregated account with the Fund's custodian. If the price of
the security sold short increases between the time of the short sale and the
time the Fund replaces the borrowed security, the Fund will realize a loss, and
if the price declines during the period, the Fund will realize a gain. Any
realized gain will be decreased by, and any realized loss increased by, the
amount of transaction costs. Dividends on short sales are recorded as an
expense to the Fund on ex-dividend date. At December 31, 2004 the value of
securities sold short amounted to $6,260,330 against which collateral of
$19,851,000 was held. The collateral includes the deposits with broker for
securities held short and the value of the segregated investments held long, as
shown in the Schedule of Investments and Securities Sold Short. Short selling
used in the management of the Fund may accelerate the velocity of potential
losses if the prices of securities sold short appreciate quickly. Stocks
purchased may decline in value at the same time stocks sold short may
appreciate in value, thereby increasing potential losses.

  J. Contractual Obligations:

   In the normal course of business, the Fund enters into contracts that
provide general indemnifications. The Fund's maximum exposure under these
arrangements is dependent on future claims that may be made against the Fund
and, therefore, cannot be established; however, in management's opinion, based
on experience, the risk of material loss from such claims is remote.

                                      19

<PAGE>



NOTE 3 -- PURCHASES AND SALES OF SECURITIES

   Purchases and sales of securities (excluding U.S. Government and agency
securities, options, forward currency contracts and short-term securities) for
the period ended December 31, 2004, aggregated the following:

<TABLE>
                  <S>                            <C>
                  Purchases..................... $165,279,621
                  Sales.........................  189,529,888
                  Short sales...................   33,777,901
                  Purchases to cover short sales   43,856,114
</TABLE>

   Purchases and sales of long-term U.S. Government and agency securities for
the period ended December 31, 2004, were as follows:

<TABLE>
                             <S>       <C>
                             Purchases $197,535,547
                             Sales....  255,588,172
</TABLE>

NOTE 4 -- INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH
AFFILIATES

   a) Investment Advisory Fee: The Investment Advisory Agreement ("the
Agreement") between Phoenix/Zweig Advisers LLC (the "Adviser"), the Fund's
investment adviser, and the Fund provides that, subject to the direction of the
Board of Directors of the Fund and the applicable provisions of the Act, the
adviser is responsible for the actual management of the Fund's portfolio.
Phoenix/Zweig Advisers LLC is a wholly-owned subsidiary of Phoenix Investment
Partners, Ltd. ("PXP"). PXP is an indirect, wholly-owned subsidiary of The
Phoenix Companies, Inc. ("PNX"). The responsibility for making decisions to
buy, sell, or hold a particular investment rests with the Adviser, subject to
review by the Board of Directors and the applicable provisions of the Act. For
the services provided by the Adviser under the Agreement, the Fund pays the
Adviser a monthly fee equal, on an annual basis, to 0.70% of the Fund's average
daily net assets. During the period ended December 31, 2004 the Fund incurred
advisory fees of $3,652,785.

   Zweig Consulting LLC (the "Sub-Adviser"), which serves as the Sub-Adviser
for the Fund, performs certain asset allocation research and analysis and
provides such advice to the Adviser. Effective March 2, 2004, the Sub-Adviser
assumed an expanded role in reviewing the Fund's investment portfolio and
collaborating in the security selection process with the Adviser's portfolio
management team. The Sub-Adviser's fees are paid by the Adviser.

   b) Administration Fee: Phoenix Equity Planning Corporation ("PEPCO"), an
indirect wholly-owned subsidiary of PNX serves as the Fund's Administrator
("the Administrator") pursuant to an Administration Agreement. The
Administrator receives a fee for financial reporting, tax services, and
oversight of the subagent's performance at a rate of 0.13% of the Fund's
average daily net assets. During the period ended December 31, 2004, the Fund
incurred Administration fees of $678,374.

   c) Directors Fee: The Fund pays each Director who is not an interested
person of the Fund or the Adviser a fee of $10,000 per year plus $1,500 per
Directors' or committee meeting attended, together with the out-of-pocket costs
relating to attendance at such meetings. Any Director of the Fund who is an
interested person of the Fund or the Adviser receives no remuneration from the
Fund.

                                      20

<PAGE>



   d) Brokerage Commissions: During the period ended December 31, 2004, the
Fund paid PXP Securities Corp., a wholly-owned subsidiary of PXP, brokerage
commissions of $0 in connection with portfolio transactions effected through
them. PXP Securities Corp. charged $15,727 in commissions for transactions
effected on behalf of the participants in the Fund's Automatic Reinvestment and
Cash Purchase Plan.

NOTE 5 -- CAPITAL STOCK AND REINVESTMENT PLAN

   At December 31, 2004, the Fund had one class of common stock, par value
$.001 per share, of which 500,000,000 shares are authorized and 92,891,488
shares are outstanding.

   On April 8, 2004, the Board of Directors approved a new fixed distribution
policy equal to ten percent (10%) of the net asset value to replace the Fund's
variable distribution policy adopted in July 2003. That distribution policy
consisted on an annual basis, of seven percent (7%) cash and three percent (3%)
Fund common stock distribution. There were three distributions made under this
plan with a total of 693,217 additional shares of common stock issued. The
stock dividend gave shareholders additional shares in the Fund but it was a
nontaxable distribution.

   At its meeting on August 10, 2004, The Zweig Total Return Fund Board of
Directors approved a new annualized 10% fixed cash distribution policy. The new
policy replaces the prior fixed distribution policy adopted on April 8, 2004.
The new policy became effective with the distribution for the month ending
August 31, 2004.

   Registered shareholders may elect to have all distributions paid by check
mailed directly to the shareholder by EquiServe as dividend paying agent.
Pursuant to the Automatic Reinvestment and Cash Purchase Plan (the "Plan"),
shareholders not making such election will have all such amounts automatically
reinvested by EquiServe, as the Plan agent, in whole or fractional shares of
the Fund, as the case may be. During the year ended December 31, 2004 and the
year ended December 31, 2003, 0 and 436,543 shares respectively, were issued
pursuant to the Plan.

   On January 3, 2005, the Fund announced a distribution of $0.047 per share to
shareholders of record on December 31, 2004. This distribution has an
ex-dividend date of January 4, 2005 and is payable on January 10, 2005.

NOTE 6 -- CREDIT RISK AND ASSET CONCENTRATIONS

   In countries with limited or developing markets, investments may present
greater risks than in more developed markets and the prices of such investments
may be volatile. The consequences of political, social or economic changes in
these markets may have disruptive effects on the market prices of these
investments and the income they generate, as well as a fund's ability to
repatriate such amounts.

   The Fund may invest a high percentage of its assets in specific sectors of
the market in its pursuit of a greater investment return. Fluctuations in these
sectors of concentration may have a greater impact on the Fund, positive or
negative, than if the Fund did not concentrate its investments in such sectors.

                                      21

<PAGE>



NOTE 7 -- FINANCIAL HIGHLIGHTS

   (Selected data for a share outstanding throughout each year)

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                                     -----------------------------------------------------
                                                       2004       2003       2002        2001       2000
                                                     --------  --------   --------   --------     --------
<S>                                                  <C>       <C>        <C>        <C>          <C>
Per Share Data
Net asset value, beginning of period................ $   5.70      5.81       6.63       7.48         7.89
                                                     --------  --------   --------   --------     --------
Income from investment operations
Net investment income...............................     0.12      0.09       0.15       0.18(3)      0.30
Net realized and unrealized gains (losses)..........      018      0.27      (0.35)     (0.32)(3)     0.02
                                                     --------  --------   --------   --------     --------
Total from investment operations....................     0.30      0.36      (0.20)     (0.14)        0.32
                                                     --------  --------   --------   --------     --------
Anti-dilutive effect of share repurchase program....       --        --         --         --         0.01
                                                     --------  --------   --------   --------     --------
Dividends and Distributions
Dividends from net investment income................    (0.14)    (0.12)     (0.17)     (0.22)       (0.30)
Distributions from net realized gains...............    (0.09)       --         --         --        (0.25)
Tax return of capital...............................    (0.11)    (0.35)     (0.45)     (0.49)       (0.19)
Dilutive effect of common stock distributions.......    (0.04)       --         --         --           --
                                                     --------  --------   --------   --------     --------
Total dividends and distributions...................    (0.38)    (0.47)     (0.62)     (0.71)       (0.74)
                                                     --------  --------   --------   --------     --------
   Net asset value, end of period................... $   5.62  $   5.70   $   5.81   $   6.63     $   7.48
                                                     ========  ========   ========   ========     ========
   Market value, end of period/(1)/................. $   5.35  $   5.01   $   5.49   $   7.05     $   6.57
                                                     ========  ========   ========   ========     ========
Total investment return/(2)/........................    14.89%    (0.40)%   (14.06)%    18.73%       12.64%
                                                     ========  ========   ========   ========     ========
Ratios/supplemental data:
Net assets, end of period (in thousands)............ $522,101  $525,687   $532,763   $601,655     $671,056
Ratio of expenses to average net assets.............
(excluding dividends on short sales)................     1.28%     1.03%      0.99%      1.04%        1.00%
Ratio of expenses to average net assets.............
(including dividends on short sales)................     1.31%     1.06%      0.99%      1.04%        1.00%
Ratio of net investment income to average net assets     2.13%     1.66%      2.37%      2.51%        3.87%
Portfolio turnover rate.............................     75.8%     94.1%      90.8%      86.3%       121.6%
</TABLE>
- --------
(1)Closing Price -- New York Stock Exchange.
(2)Total investment return is calculated assuming a purchase of common stock on
   the opening of the first business day and a sale on the closing of the last
   business day of each period reported. Dividends and distributions, if any,
   are assumed for the purchase of this calculation, to be reinvested at prices
   obtained under the Fund's Automatic Reinvestment and Cash Purchase Plan.
   Generally, total investment return based on net asset value will be higher
   than total investment return based on market value in periods where there is
   an increase in the discount or a decrease in the premium of the market value
   to the net assets from the beginning to the end of such periods. Conversely,
   total investment return based on net asset value will be lower than total
   investment return based on market value in periods where there is a decrease
   in the discount or an increase in the premium of the market value to the net
   asset value from the beginning to the end of such periods.
(3)As required, effective January 1, 2001, the Fund adopted the provision of
   AICPA Audit and Accounting Guide for Investment Companies and began
   amortizing premium on debt securities. The effect of the change for the year
   ended December 31, 2001 is shown below. Per share ratios and supplemental
   data for periods prior to January 1, 2001, have not been restated to reflect
   this change in presentation.

<TABLE>
         <S>                                                   <C>
         Decrease net investment income....................... $(.02)
         Increase net realized and unrealized gains and losses $ .02
         Decrease ratio of net investment income..............  (.23)%
</TABLE>

                                      22

<PAGE>



NOTE 8 -- THE ZWEIG TOTAL RETURN FUND YEAR END RESULTS

<TABLE>
<CAPTION>
                                 Total Return
                                 on Net Asset Net Asset    NYSE      Premium
                                    Value       Value   Share Price (Discount)
                                 ------------ --------- ----------- ----------
<S>                              <C>          <C>       <C>         <C>
Year ended 12/31/2004...........      6.1%      $5.62    $ 5.3500      (4.8%)
Year ended 12/31/2003...........      7.1%       5.70      5.0100     (12.1%)
Year ended 12/31/2002...........     (3.3%)      5.81      5.4900      (5.5%)
Year ended 12/31/2001...........     (1.9%)      6.63      7.0500       6.3%
Year ended 12/31/2000...........      5.7%       7.48      6.5700     (12.2%)
Year ended 12/31/1999...........      3.9%       7.89      6.5000     (17.6%)
Year ended 12/31/1998...........      8.8%       8.43      8.8750       5.3%
Year ended 12/31/1997...........     14.6%       8.61      9.4375       9.6%
Year ended 12/31/1996...........      6.3%       8.29      8.0000      (3.5%)
Year ended 12/31/1995...........     17.7%       8.63      8.6250      (0.1%)
Year ended 12/31/1994...........     (1.9%)      8.11      8.0000      (1.4%)
Year ended 12/31/1993...........     10.7%       9.11     10.7500      18.0%
Year ended 12/31/1992...........      2.1%       9.06     10.0000      10.4%
Year ended 12/31/1991...........     20.1%       9.79     10.6250       8.5%
Year ended 12/31/1990...........      4.2%       9.02      8.6250      (4.4%)
Year ended 12/31/1989...........     14.9%       9.59      9.7500       1.7%
Inception 9/30/1988-12/31/1988..      1.1%       9.24      9.1250      (1.2%)
</TABLE>

NOTE 9 -- PROXY VOTING PROCEDURES (Unaudited)

   The Adviser and Sub-Adviser vote proxies relating to portfolio securities in
accordance with procedures that have been approved by the Fund's Board of
Directors. You may obtain a description of these procedures, free of charge, by
calling "toll-free" 800-243-1574. These procedures and information regarding
how the Fund voted proxies during the most recent twelve-month period ended
June 30, is also available through the Securities and Exchange Commission's
website at http://www.sec.gov.

NOTE 10 -- FORM N-Q INFORMATION (Unaudited)

   Effective the 3rd quarter 2004 the Fund files a complete schedule of
portfolio holdings with the Securities and Exchange Commission (the "SEC") for
the first and third quarters of each fiscal year on Form N-Q. The Fund's Form
N-Q is available on the SEC's website at http://www.sec.gov. Furthermore, the
Fund's Form N-Q may be reviewed and copied at the SEC's Public Reference Room.
Information on the operation of the SEC's Public Reference Room can be obtained
at http://www.sec.gov/info/edgar/prrules.htm.

NOTE 11 -- CERTIFICATION

   In accordance with the requirements of the Sarbanes-Oxley Act, the Fund's
CEO and CFO have filed the required "Section 302" certifications with the SEC
on Form N-CSR.

   In accordance with Section 303A of the NYSE listed company manual, the CEO
certification has been filed with the NYSE.


                                      23

<PAGE>



                      TAX INFORMATION NOTICE (Unaudited)

     For the fiscal year ended December 31, 2004, for federal income tax
  purposes, 19.1% of the ordinary income dividends earned by the Fund qualify
  for the dividends received deduction for corporate shareholders.
     For the fiscal year ended December 31, 2004, the Fund hereby designates
  20.9%, or the maximum amount allowable, of its ordinary income dividends to
  qualify for the lower tax rates applicable to individual shareholders.
     The actual percentage for the calendar year will be designated in the
  year-end tax statements.

                                      24

<PAGE>


            Report of Independent Registered Public Accounting Firm

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

   In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments and securities sold short, and the
related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
The Zweig Total Return Fund, Inc. (the "Fund") at December 31, 2004, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended and the financial
highlights for each of the periods indicated, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at December 31, 2004 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.

/s/ PricewaterhouseCooper LLP
Boston, Massachusetts
February 17, 2005

                                      25

<PAGE>


                  SUPPLEMENTARY PROXY INFORMATION (Unaudited)

   The Annual Meeting of Shareholders of The Zweig Total Return Fund, Inc. was
held on May 12, 2004. The meeting was held for the purposes electing three (3)
nominees to the Board of Directors, to vote on a proposal regarding
conversation to an open-end investment company to vote on a non-binding
recommendation to reinstate the Fund's 10% cash distribution policy.

   The results of the above matters were as follows:

<TABLE>
<CAPTION>
    Directors            Votes For  Votes Against Votes Withheld Abstentions
    ---------            ---------- ------------- -------------- -----------
    <S>                  <C>        <C>           <C>            <C>
    R. Keith Walton..... 27,354,490      N/A        2,102,194        N/A
    Alden C. Olson, Ph.D 27,410,584      N/A        2,046,100        N/A
    Daniel T. Geraci.... 27,384,060      N/A        2,072,624        N/A
    Philip Goldstein.... 16,373,870      N/A          689,586        N/A
    Arthur Lipson....... 16,026,122      N/A        1,037,334        N/A
    Elizabeth Tashjian.. 16,020,423      N/A        1,043,033        N/A
</TABLE>

   Based on the foregoing, Daniel T. Geraci, Alden C. Olson, Ph.D., and R.
Keith Walton were elected as Directors. The Fund's other Directors who continue
in office are Charles H. Brunie, Wendy Luscombe and James B. Rogers, Jr.

   The proposal regarding conversion to an open-end investment company.

<TABLE>
<CAPTION>
                      Votes For  Votes Against Abstentions
                      ---------  ------------- -----------
                      <S>        <C>           <C>
                      21,477,695  23,925,506    1,069,981
</TABLE>

   The non-binding recommendation to reinstate the Fund's 10% cash distribution
policy.

<TABLE>
<CAPTION>
                      Votes For  Votes Against Abstentions
                      ---------  ------------- -----------
                      <S>        <C>           <C>
                      19,193,414  26,659,155     669,798
</TABLE>

                                      26

<PAGE>


                                FUND MANAGEMENT

   Information pertaining to the Directors and officers of the Fund is set
forth below. The address of each individual, unless otherwise noted, is c/o
Phoenix/Zweig Advisers LLC, 900 Third Avenue, New York, NY 10022.

<TABLE>
<S>                  <C>            <C>         <C>
                                        DISINTERESTED DIRECTORS

                                     Number of
                                    Portfolios
                                      in Fund
                     Term of Office   Complex
Name, Address, and   and Length of   Overseen                  Principal Occupation(s)
Date of Birth         Time Served   by Director    During Past 5 Years and Other Directorships Held
- ------------------   -------------- -----------    ------------------------------------------------
Charles H. Brunie...  Term: Until        2      Director of The Zweig Fund, Inc. (since 1998);
Brunie Associates     2006. Served              Chairman, Brunie Associates (investments) (since
600 Third Avenue,     since: 1988.              April 2001); Chairman, Oppenheimer Capital (1969 to
17th Floor                                      2000), Chairman (1980-1990); Chairman Emeritus,
New York, NY 10016                              Manhattan Institute (since 1990). Trustee, Milton and
DOB: 7/17/30                                    Rose D. Friedman Foundation for Vouchers (since
                                                1999). Trustee, Hudson Institute (since 2002). Trustee,
                                                American Spectator (since 2002). Chartered Financial
                                                Analyst (since 1969).

Wendy Luscombe......  Term: Until        2      Director of The Zweig Fund, Inc. (since 2002);
480 Churchtown Road   2005. Served              Principal, WKL Associates, Inc. (investment
Craryville, NY 12521  since: 2002.              management) (since 1994). Fellow, Royal Institution
DOB: 10/29/51                                   of Chartered Surveyors. Member, Chartered Institute
                                                of Arbitrators. Director, Endeavour Real Estate
                                                Securities, Ltd. REIT Mutual Fund (since 2000).
                                                Director, PXRE, Corp. (reinsurance) (since 1994).
                                                Member and Chairman of Management Oversight
                                                Committee, Deutsche Bank Real Estate Opportunities
                                                Fund (since 2003)

Alden C. Olson......  Term: Until        2      Director of The Zweig Fund, Inc. (since 1996);
2711 Ramparte Path    2007. Served              currently retired. Chartered Financial Analyst (since
Holt, MI 48842        since: 1996.              1964). Professor of Financial Management,
DOB: 5/10/28                                    Investments at Michigan State University (1959 to
                                                1990).

James B. Rogers, Jr.  Term: Until        2      Director of The Zweig Fund, Inc. (since 1986); Private
352 Riverside Drive   2006. Served              investor (since 1980). Chairman, Beeland Interests,
New York, NY 10025    since: 1988.              Inc. (investments and media) (since 1980). Regular
DOB: 10/19/42                                   Commentator on CNBC (1998). Author of "Investment
                                                Biker: On the Road with Jim Rogers" (1994).
                                                "Adventure Capitalist" (2003) and "Hot Commodities"
                                                (2004). Visiting Professor, Columbia University (1998).
                                                Columnist, WORTH Magazine (since 1995). Director,
                                                Emerging Markets Brewery Fund (1993-2002).
                                                Director, Levco Series Trust (since 1996).
</TABLE>

                                      27

<PAGE>


<TABLE>
<S>                  <C>              <C>         <C>
                                        DISINTERESTED DIRECTORS

                                       Number of
                                      Portfolios
                                        in Fund
                     Term of Office     Complex
Name, Address, and    and Length of    Overseen                  Principal Occupation(s)
Date of Birth          Time Served    by Director    During Past 5 Years and Other Directorships Held
- ------------------   ---------------- -----------    ------------------------------------------------
R. Keith Walton..... Term: Until 2005      2      Director of the Zweig Fund, Inc. (since 2004).
15 Claremont Avenue  Served since:                Executive Vice President (since 2004), Secretary
New York, NY 10027   2004.                        (since 1996) of the University at Columbia University.
DOB: 9/28/64                                      Director (since 2002), Chair, Nominating Committee
                                                  (since 2002), Member, Executive Committee (since
                                                  2002), Chair, Audit Committee (since 2003), Apollo
                                                  Theater Foundation, Inc. Director, Orchestra of St.
                                                  Luke's (since 2000). Director, American Friends of the
                                                  Royal Court Theatre (since 2003). Member, Steering
                                                  Committee, Association for a Better New York (since
                                                  2001). Member, Education Committee of the Board,
                                                  Trinity School (since 2003). Nominating and
                                                  Governance Committee Board of Directors (since
                                                  2004), Member (since 1997), Council on Foreign
                                                  Relations. Member, Advisory Board, North General
                                                  Hospital (since 2002). Member, NY Advisory Board,
                                                  Enterprise Foundation (since 1999). Member, The
                                                  American Law Institute (since 1999). Member, Council
                                                  for the United States and Italy (since 1999). Member,
                                                  Century Association (since 2000).

                                          INTERESTED DIRECTORS

                     Term of Office,   Number of
                        Length of     Portfolios
                       Time Served      in Fund
                           and          Complex
Name, Address, and     Position(s)    Overseen by                Principal Occupation(s)
Date of Birth           with Fund      Director      During Past 5 Years and Other Directorships Held
- ------------------   ---------------- -----------    ------------------------------------------------
Daniel T. Geraci.... Term: Until           2      Director and President of the Zweig Fund, Inc. (since
10 Stonemeadow Drive 2007. Served                 2004). Executive Vice President, Asset Management,
Westwood, MA 02090   since: 2004.                 The Phoenix Companies, Inc. (wealth management)
DOB: 6/12/57         Director and                 (since 2003). President and Chief Executive Officer,
                     President                    Phoenix Investment Partners, Ltd. (since 2003).
                                                  President certain Funds within the Phoenix Fund
                                                  Complex (since December 2004). President and Chief
                                                  Executive Officer of North American investment
                                                  operations, Pioneer Investment Management USA,
                                                  Inc. (2001-2003). President of Private Wealth
                                                  Management Group (2000-2001), Executive Vice
                                                  President of Distribution and Marketing for Fidelity
                                                  Canada (1996-1998), Fidelity Investments.
</TABLE>

                                      28

<PAGE>


<TABLE>
<S>                  <C>            <C>
                               OFFICERS WHO ARE NOT DIRECTORS

                     Position with
                     the Fund and
Name, Address and      Length of                    Principal Occupation(s)
Date of Birth         Time Served       During Past 5 Years and Other Directorships Held
- -----------------    -------------- --------------------------------------------------------
Carlton Neel........ Executive Vice Executive Vice President of The Zweig Fund, Inc. (since
900 Third Avenue     President      2003); Senior Vice President and Portfolio Manager,
New York, NY 10022   since: 2003.   Phoenix/Zweig Advisers LLC (since 2003). Managing
DOB: 12/19/67                       Director and Co-Founder, Shelter Rock Capital
                                    Partners, LP (2002-2003). Senior Vice President and
                                    Portfolio Manager, Phoenix/Zweig Advisers LLC (1995-
                                    2002). Vice President, JP Morgan & Co. (1990-1995).

David Dickerson..... Senior Vice    Senior Vice President of The Zweig Fund, Inc. (since
900 Third Avenue     President      2003); Senior Vice President and Portfolio Manager,
New York, NY 10022   since: 2003.   Phoenix/Zweig Advisers LLC (since 2003). Managing
DOB: 12/27/67                       Director and Co-Founder, Shelter Rock Capital
                                    Partners, LP (2002-2003). Vice President and Portfolio
                                    Manager, Phoenix/Zweig Advisers LLC (1993-2002).

Marc Baltuch........ Vice President Vice President of The Zweig Fund, Inc. (since 2004).
900 Third Avenue     since: 2004    President and Director of Watermark Securities, Inc.
New York, NY 10022                  (since 1991). Secretary of Phoenix-Zweig Trust (1989-
DOB: 9/23/45                        2003). Secretary of Phoenix-Euclid Market Neutral
                                    Fund (1998-2002). Assistant Secretary of Gotham
                                    Advisors, Inc. (since 1990). Chief Compliance Officer of
                                    the Zweig Companies (since 1989) and of the Phoenix
                                    mutual funds (since 2004).

Moshe Luchins....... Vice President Vice President of The Zweig Fund, Inc. (since 2004).
900 Third Avenue     since: 2004    Associate Counsel of the Zweig Companies (since
New York, NY 10022                  1996).
DOB: 12/22/71

Nancy Curtiss....... Treasurer      Treasurer of The Zweig Fund, Inc. (since 2003); Vice
56 Prospect Street   since: 2003.   President, Operations (since 2003); Vice President,
Hartford, CT 06115                  Fund Accounting (1994-2003) and Treasurer (1996-
DOB: 11/24/52                       2003), Phoenix Equity Planning Corporation. Treasurer,
                                    multiple funds in Phoenix Fund Complex (since 1994).

Matthew A. Swendiman Secretary      Secretary of The Zweig Fund, Inc. (since 2004).
One American Row     since: 2004    Counsel, Phoenix Life Insurance Company (since 2002).
Hartford, CT 06102                  Vice President, Counsel, Chief Legal Officer and
DOB: 4/5/73                         Secretary, certain of the funds within the Phoenix Fund
                                    Complex (since 2004). Assistant Vice President and
                                    Assistant Counsel, Conseco Capital Management (2000-
                                    2002).
</TABLE>

                                      29

<PAGE>



                                KEY INFORMATION
1-800-272-2700 Zweig Shareholder Relations:
              For general information and literature, as well as updates on net
              asset value, share price, major industry groups and other key
              information


                               REINVESTMENT PLAN

     Many of you have questions about our reinvestment plan. We urge
  shareholders who want to take advantage of this plan and whose shares are
  held in "Street Name," to consult your broker as soon as possible to
  determine if you must change registration into your own name to participate.

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

   Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Fund may from time to time purchase its shares of
common stock in the open market when Fund shares are trading at a discount from
their net asset value.

                                      30

<PAGE>

Item 2. Code of Ethics.

     (a)  The registrant, as of the end of the period covered by this report,
          has adopted a code of ethics that applies to the registrant's
          principal executive officer, principal financial officer, principal
          accounting officer or controller, or persons performing similar
          functions, regardless of whether these individuals are employed by the
          registrant or a third party.

     (c)  There have been no amendments, during the period covered by this
          report, to a provision of the code of ethics that applies to the
          registrant's principal executive officer, principal financial officer,
          principal accounting officer or controller, or persons performing
          similar functions, regardless of whether these individuals are
          employed by the registrant or a third party, and that relates to any
          element of the code of ethics described in Item 2(b) of the
          instructions for completion of Form N-CSR.

     (d)  The registrant has not granted any waivers, during the period covered
          by this report, including an implicit waiver, from a provision of the
          code of ethics that applies to the registrant's principal executive
          officer, principal financial officer, principal accounting officer or
          controller, or persons performing similar functions, regardless of
          whether these individuals are employed by the registrant or a third
          party, that relates to one or more of the items set forth in paragraph
          (b) of the instructions for completion of this Item

Item 3. Audit Committee Financial Expert.

The registrant does not have an audit committee financial expert at this time
because none of the registrant's board of directors meets the technical
definition of such an expert in form N-CSR. The audit committee of the board is
in compliance with I) applicable rules of the listing requirements for
closed-end fund audit committees, including the requirement that all members of
the audit committee be "financially literate" and that at least one member of
the audit committee have "accounting or related financial management expertise",
as determined by the board."

Item 4. Principal Accountant Fees and Services.

Audit Fees

     (a)  The aggregate fees billed for each of the last two fiscal years for
          professional services rendered by the principal accountant for the
          audit of the registrant's annual financial statements or services that
          are normally provided by the accountant in connection with statutory
          and regulatory filings or engagements for those fiscal years are
          $38,000 for 2004 and $55,500 for 2003.

Audit-Related Fees

     (b)  The aggregate fees billed in each of the last two fiscal years for
          assurance and related services by the principal accountant that are
          reasonably related to the performance of the audit of the registrant's
          financial statements and are not reported under paragraph (a) of this
          Item are $0 for 2004 and $1,000 for 2003. This represents the review
          of the semi annual report.

Tax Fees

<PAGE>

     (c)  The aggregate fees billed in each of the last two fiscal years for
          professional services rendered by the principal accountant for tax
          compliance, tax advice, and tax planning are $7,450 for 2004 and
          $7,650 for 2003.

          "Tax Fees" are those primarily associated with review of the Trust's
          tax provision and qualification as a regulated investment company
          (RIC) in connection with audits of the Trust's financial statement,
          review of year-end distributions by the Fund to avoid excise tax for
          the Trust, periodic discussion with management on tax issues affecting
          the Trust, and reviewing and signing the Fund's federal income and
          excise tax returns.

All Other Fees

     (d)  The aggregate fees billed in each of the last two fiscal years for
          products and services provided by the principal accountant, other than
          the services reported in paragraphs (a) through (c) of this Item are
          $0 for 2004 and $0 for 2003.

     (e)  (1)  Disclose the audit committee's pre-approval policies and
               procedures described in paragraph (c)(7) of Rule 2-01 of
               Regulation S-X.

               The Zweig Total Return Fund, Inc. (the "Fund") Board has adopted
               policies and procedures with regard to the pre-approval of
               services provided by PwC. The Audit Committee pre-approves: (i)
               all audit and no-audit services to be rendered to the Fund by
               PwC; and (ii) all non-audit services to be rendered to the Fund
               financial reporting of the Fund provided by PwC to the Adviser or
               any affiliate thereof that provides ongoing services to the Fund
               (collectively, "Covered Services"). The Audit Committee has
               adopted pre-approval procedures authorizing a member of the Audit
               Committee to pre-approve from time to time, on behalf of the
               Audit Committee, all Covered Services to be provided by PwC which
               are not otherwise pre-approved at a meeting of the Audit
               committee, provided that such delegate reports to the full Audit
               Committee at its next meeting. The pre-approval procedures do not
               include delegation of the Audit committee's responsibilities to
               management. Pre-approval has not been waived with respect to any
               of the services described above since the date on which the Audit
               Committee adopted its current pre-approval procedures.

     (e)  (2)  The percentage of services described in each of paragraphs (b)
               through (d) of this Item that were approved by the audit
               committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
               Regulation S-X are as follows:

                    (b)  Not applicable for 2004 and 100% for 2003

                    (c)  100% for 2004 and 100% for 2003

                    (d)  Not applicable for 2004 and not applicable for 2003

     (f)  The percentage of hours expended on the principal accountant's
          engagement to audit the registrant's financial statements for the most
          recent fiscal year that were attributed to work performed by persons
          other than the principal accountant's full-time, permanent employees
          was less than fifty percent.

<PAGE>

     (g)  The aggregate non-audit fees billed by the registrant's accountant for
          services rendered to the registrant, and rendered to the registrant's
          investment adviser (not including any sub-adviser whose role is
          primarily portfolio management and is subcontracted with or overseen
          by another investment adviser), and any entity controlling, controlled
          by, or under common control with the adviser that provides ongoing
          services to the registrant for each of the last two fiscal years of
          the registrant was $1,877,791 and $256,389.

     (h)  The registrant's audit committee of the board of directors has
          considered whether the provision of non-audit services that were
          rendered to the registrant's investment adviser (not including any
          sub-adviser whose role is primarily portfolio management and is
          subcontracted with or overseen by another investment adviser), and any
          entity controlling, controlled by, or under common control with the
          investment adviser that provides ongoing services to the registrant
          that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
          2-01 of Regulation S-X is compatible with maintaining the principal
          accountant's independence.

Item 5. Audit Committee of Listed registrants.

The registrant has a separately designated audit committee consisting of all the
independent directors of the registrant. The members of the Audit Committee are:
Charles H. Brunie, Wendy Luscombe, Prof. Alden C. Olson, James B. Rogers and
R. Keith Walton.

Item 6. Schedule of Investments

Schedule of Investments in securities of unaffiliated issuers as of the close of
the reporting period is included as part of the report to shareholders filed
under Item 1 of this form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
        Management Investment Companies.

The Proxy Voting Policies are attached herewith.

                               THE ZWEIG FUND, INC
                        THE ZWEIG TOTAL RETURN FUND, INC

                STATEMENT OF POLICY WITH RESPECT TO PROXY VOTING

I.   Definitions. As used in this Statement of Policy, the following terms shall
     have the meanings ascribed below:

     A.   "Adviser" refers to Phoenix/Zweig Advisers LLC.

<PAGE>

     B.   "Corporate Governance Matters" refers to changes involving the
          corporate ownership or structure of an issuer whose securities are
          within a Portfolio Holding, including changes in the state of
          incorporation, changes in capital structure, including increases and
          decreases of capital and preferred stock issuance, mergers and other
          corporate restructurings, and anti-takeover provisions such as
          staggered boards, poison pills, and supermajority voting provisions.

     C.   "Delegate" refers to the Adviser or Subadviser to whom responsibility
          has been delegated to vote proxies for the applicable Portfolio
          Holding, including any qualified, independent organization engaged by
          the Adviser to vote proxies on behalf of such delegated entity.

     D.   "Fund" shall individually and collectively mean and refer to The Zweig
          Fund, Inc. and The Zweig Total Return Fund, Inc., and each of them.

     E.   "Management Matters" refers to stock option plans and other management
          compensation issues.

     F.   "Portfolio Holding" refers to any company or entity whose securities
          is held within the investment portfolio(s) of one or more of the Fund
          as of the date a proxy is solicited.

     G.   "Proxy Contests" refer to any meeting of shareholders of an issuer for
          which there are at least two sets of proxy statements and proxy cards,
          one solicited by management and the others by a dissident or group of
          dissidents.

     H.   "Social Issues" refers to social and environmental issues.

     I.   "Takeover" refers to "hostile" or "friendly" efforts to effect radical
          change in the voting control of the board of directors of a company.

II.  General Policy. It is the intention of the Fund to exercise stock ownership
     rights in Portfolio Holdings in a manner that is reasonably anticipated to
     further the best economic interests of shareholders of the Fund.
     Accordingly, the Fund or its Delegate(s) shall endeavor to analyze and vote
     all proxies that are considered likely to have financial implications, and,
     where appropriate, to participate in corporate governance, shareholder
     proposals, management communications and legal proceedings. The Fund and
     its Delegate(s) must also identify potential or actual conflicts of
     interests in voting proxies and address any such conflict of interest in
     accordance with this Statement of Policy.

III. Factors to consider when voting.

     A.   A Delegate may abstain from voting when it concludes that the effect
          on shareholders' economic interests or the value of the Portfolio
          Holding is indeterminable or insignificant.

     B.   In analyzing anti-takeover measures, the Delegate shall vote on a
          case-by-case basis taking into consideration such factors as overall
          long-term financial performance of the target company relative to its
          industry competition. Key measures which shall be considered include,
          without limitation, five-year annual compound growth rates for sales,
          operating income, net income, and total shareholder returns (share
          price appreciation plus dividends). Other financial indicators that
          will be considered include margin analysis, cash flow, and debit
          levels

<PAGE>

     C.   In analyzing contested elections, the Delegate shall vote on a
          case-by-case basis taking into consideration such factors as the
          qualifications of all director nominees. The Delegate shall also
          consider the independence and attendance record of board and key
          committee members. A review of the corporate governance profile shall
          be completed highlighting entrenchment devices that may reduce
          accountability.

     D.   In analyzing corporate governance matters, the Delegate shall vote on
          a case-by-case basis taking into consideration such factors as tax and
          economic benefits associated with amending an issuer's state of
          incorporation, dilution or improved accountability associated with
          changes in capital structure, management proposals to require a
          supermajority shareholder vote to amend charters and bylaws and
          bundled or "conditioned" proxy proposals.

     E.   In analyzing executive compensation proposals and management matters,
          the Adviser shall vote on a case-by-case basis taking into
          consideration such factors as executive pay and spending on
          perquisites, particularly in conjunction with sub-par performance and
          employee layoffs.

     F.   In analyzing proxy contests for control, the Delegate shall vote on a
          case-by-case basis taking into consideration such factors as long-term
          financial performance of the target company relative to its industry;
          management's track record; background to the proxy contest;
          qualifications of director nominees (both slates); evaluation of what
          each side is offering shareholders as well as the likelihood that the
          proposed objectives and goals can be met; and stock ownership
          positions.

     G.   A Delegate shall generally vote against shareholder social matters
          proposals.

IV.  Delegation.

     A.   In the absence of a specific direction to the contrary from the Board
          of Trustees of the Fund, the Adviser will be responsible for voting
          proxies for all Portfolio Holdings in accordance with this Statement
          of Policy, or for delegating such responsibility as described below.

     B.   The Adviser delegated with authority to vote proxies for Portfolio
          Holdings shall be deemed to assume a duty of care to safeguard the
          best interests of the Fund and its shareholders. No Delegate shall
          accept direction or inappropriate influence from any other client,
          director or employee of any affiliated company and shall not cast any
          vote inconsistent with this Statement of Policy without obtaining the
          prior approval of the Fund or its duly authorized representative(s).

     C.   With regard to each Series for which there is a duly appointed
          Subadviser acting pursuant to an investment advisory agreement
          satisfying the requirements of Section 15(a) of the Investment Company
          Act of 1940, as amended, and the rules thereunder, the Subadviser may,
          pursuant to delegated authority from the Adviser, vote proxies for
          Portfolio Holdings with regard to the Series or portion of the assets
          thereof for which the Subadviser is responsible. In such case, the
          Subadviser shall vote proxies for the Portfolio Holdings in accordance
          with Sections II, III and V of this Statement of Policy, provided,
          however, that the Subadviser may vote proxies in accordance with its
          own proxy voting policy/procedures ("Subadviser Procedures") if the
          following two

<PAGE>

          conditions are satisfied: (1) the Adviser must have approved the
          Subadviser Procedures based upon the Adviser's determination that the
          Subadviser Procedures are reasonably designed to further the best
          economic interests of the affected Fund shareholders, and (2) the
          Subadviser Procedures are reviewed and approved annually by the Board
          of Trustees. The Subadviser will promptly notify the Adviser of any
          material changes to the Subadviser Procedures. The Adviser will
          periodically review the votes by the Subadviser for consistency with
          this Statement of Policy.

V.   Conflicts of Interest

     A.   The Fund and its Delegate(s) seek to avoid actual or perceived
          conflicts of interest in the voting of proxies for Portfolio Holdings
          between the interests of Fund shareholders, on one hand, and those of
          the Adviser, Delegate, principal underwriter, or any affiliated person
          of the Fund, on the other hand. The Board of Trustees may take into
          account a wide array of factors in determining whether such a conflict
          exists, whether such conflict is material in nature, and how to
          properly address or resolve the same.

     B.   While each conflict situation varies based on the particular facts
          presented and the requirements of governing law, the Board of Trustees
          or its delegate(s) may take the following actions, among others, or
          otherwise give weight to the following factors, in addressing material
          conflicts of interest in voting (or directing Delegates to vote)
          proxies pertaining to Portfolio Holdings: (i) rely on the
          recommendations of an established, independent third party with
          qualifications to vote proxies such as Institutional Shareholder
          Services; (ii) vote pursuant to the recommendation of the proposing
          Delegate; (iii) abstaining; or (iv) where two or more Delegates
          provide conflicting requests, vote shares in proportion to the assets
          under management of the each proposing Delegate.

     C.   The Adviser shall promptly notify the President of the Fund once any
          actual or potential conflict of interest exists and their
          recommendations for protecting the best interests of Fund's
          shareholders. No Adviser shall waive any conflict of interest or vote
          any conflicted proxies without the prior written approval of the Board
          of Trustees or the President of the Fund pursuant to section D of this
          Article.

     D.   In the event that a determination, authorization or waiver under this
          Statement of Policy is requested at a time other than a regularly
          scheduled meeting of the Board of Trustees, the President of the Fund
          shall be empowered with the power and responsibility to interpret and
          apply this Statement of Policy and provide a report of his or her
          determinations at the next following meeting of the Board of Trustees.

VI.  Miscellaneous.

     A.   A copy of the current Statement of Policy with Respect to Proxy Voting
          and the voting records for the Fund reconciling proxies with Portfolio
          Holdings and recording proxy voting guideline compliance and
          justification, shall be kept in an easily accessible place and
          available upon request.

     B.   The Adviser shall present a report of any material deviations from
          this Statement of Policy at every regularly scheduled meeting of the
          Board of Trustees and shall provide such other reports as the Board of
          Trustees may request from time to time. The Adviser shall provide to
          the Fund

<PAGE>

          or any shareholder a record of its effectuation of proxy voting
          pursuant to this Statement of Policy at such times and in such format
          or medium as the Fund shall reasonably request. The Adviser shall be
          solely responsible for complying with the disclosure and reporting
          requirements under applicable laws and regulations, including, without
          limitation, Rule 206(4)-6 under the Investment Advisers Act of 1940.
          The Adviser shall gather, collate and present information relating to
          the its proxy voting activities of those of each Delegate in such
          format and medium as the Fund shall determine from time to time in
          order for the Fund to discharge its disclosure and reporting
          obligations pursuant to Rule 30b1-4 under the Investment Company Act
          of 1940, as amended.

     C.   The Adviser shall pay all costs associated with proxy voting for
          Portfolio Holdings pursuant to this Statement of Policy and assisting
          the Fund in providing public notice of the manner in which such
          proxies were voted.

     D.   The Adviser may delegate its responsibilities hereunder to a proxy
          committee established from time to time by the Adviser, as the case
          may be. In performing its duties hereunder, the Adviser, or any duly
          authorized committee, may engage the services of a research and/or
          voting adviser or agent, the cost of which shall be borne by such
          entity.

     E.   This Statement of Policy shall be presented to the Board of Trustees
          annually for their amendment and/or approval.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Only applicable to closed-end funds for a fiscal year ending on or after
December 31, 2005.

Item 9. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers.

There were no purchases of equity securities by this closed-end management
investment company and affiliated purchasers as defined by Rule 10b-18.

<PAGE>

Item 10. Submission of Matters to a Vote of Security Holders.

     The Fund's Amended and Restated Bylaws, dated August 10th, 2004, contains
an advance notice provision, which requires that the Fund be given advance
notice of shareholder nominations for election to the Board of Directors. Any
notice of shareholder nominations for election to the Board of Directors must be
received at the Fund's principal executive offices not less than ninety (90)
days nor more than one hundred and twenty (120) days before the date in the then
current year corresponding to the date on which the Fund first mailed its proxy
materials for the annual meeting held in the prior year; provided, however, that
in the event that the date of the annual meeting for the Fund is advanced by
more than thirty (30) days or delayed by more than sixty (60) days from the
first anniversary of the preceding year's annual meeting, notice by such
shareholder to be timely must be so received not earlier than the one hundred
twentieth (120th) day prior to such annual meeting and not later than the close
of business on the later of the ninetieth (90th) day prior to such annual
meeting or the tenth (10th) day following the day on which notice or public
announcement of the date of such meeting was given or made.

     The notice by the shareholder must also set forth specific information, and
provide certain representations, the details of which are set forth in the
Fund's Amended and Restated Bylaws. Any such notice by a shareholder shall set
forth (i) as to each person whom the shareholder proposes to nominate for
election or re-election as a director (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of
such person, (C) the class and number of shares of the capital stock of the Fund
that are beneficially owned by such person and (D) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for the election of directors pursuant to Regulation 14A under the
Exchange Act or any successor regulation thereto (including without limitation
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected and whether any person intends to seek
reimbursement from the Fund of the expenses of any solicitation of proxies
should such person be elected a director of the Fund); and (ii) as to the
shareholder giving the notice (A) the name and address, as they appear on the
Fund's books, of such shareholder, (B) the class and number of shares of the
capital stock of the Fund which are beneficially and/or owned of record by such
shareholder, (C) the nature of any such beneficial ownership of such stock, the
beneficial ownership of any such stock held of record by such shareholder but
beneficially owned by one or more other persons, and the length of time for
which all such stock has been beneficially owned and/or owned of record by such
shareholder, (D) a representation that the shareholder is a holder of record of
shares of the Fund entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to present such nomination(s) and (E) whether
the shareholder intends or is part of a group which intends to solicit proxies
from other shareholders in support of such nomination(s). At the request of the
Board of Directors any person nominated by the Board of Directors for election
as a director shall furnish to the Secretary of the Fund that information
required to be set forth in a shareholder's notice of nomination which pertains
to the nominee.

     No person shall be entitled to receive reimbursement from the Fund of the
expenses of a solicitation of proxies for the election as a director of a person
named in such notice unless such notice states that reimbursement will be sought
from the Fund and the Board of Directors approves such reimbursement. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by the Bylaws, and, if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded for all purposes.

     Any shareholder that gives notice of such shareholder's intention to
nominate an individual for election to the Board of Directors at a meeting of
shareholders, shall also be required, in order for such nomination to be
properly brought before such meeting, to deliver to the Secretary of the Fund,
in the manner and within the time period required for delivery of such notice, a
representation signed by such shareholder that such shareholder will attend the
applicable meeting of shareholders and present for quorum purposes at the
meeting all shares of capital stock (i) for which such shareholder has the power
to vote or direct the vote as of the record date and (ii) for which such
shareholder holds proxies as of the time and date of the meeting.

Item 11. Controls and Procedures.

     (a)  The registrant's principal executive and principal financial officers,
          or persons performing similar functions, have concluded that the
          registrant's disclosure controls and procedures (as defined in Rule
          30a-3(c) under the Investment Company Act of 1940, as amended (the
          "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
          90 days of the filing date of the report that includes the disclosure
          required by this paragraph, based on their evaluation of these
          controls and procedures required by Rule 30a-3(b) under the 1940 Act
          (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the
          Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
          240.15d-15(b)).

     (b)  There were no changes in the registrant's internal control over
          financial reporting (as defined in Rule 30a-3(d) under the 1940 Act
          (17 CFR 270.30a-3(d)) that occurred during the registrant's second
          fiscal quarter of the period covered by this report that has
          materially affected, or is reasonably likely to materially affect, the
          registrant's internal control over financial reporting.

Item 12. Exhibits.

     (a)  (1)  Code of ethics, or any amendment thereto, that is the subject of
               disclosure required by Item 2 is attached hereto.

<PAGE>

     (a)  (2)  Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
               Section 302 of the Sarbanes-Oxley Act of 2002 are attached
               hereto.

     (a)  (3)  Not applicable.

     (b)  Certifications pursuant to Rule 30a-2(b) under the 1940 Act and
          Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(registrant)                The Zweig Total Return Fund, Inc.


By (Signature and Title)*   /s/ Daniel T. Geraci
                            ----------------------------------------------------
                            Daniel T. Geraci, President
                            (principal executive officer)

Date March 11, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


By (Signature and Title)*   /s/ Daniel T. Geraci
                            ----------------------------------------------------
                            Daniel T. Geraci, President
                            (principal executive officer)

Date March 11, 2005


By (Signature and Title)*   /s/ Nancy Curtiss
                            ----------------------------------------------------
                            Nancy Curtiss, Treasurer
                            (principal financial officer)

Date March 11, 2005

* Print the name and title of each signing officer under his or her signature.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.CODE
<SEQUENCE>2
<FILENAME>dex99code.txt
<DESCRIPTION>ZWEIG TOTAL RETURN FUND CODE OF ETHICS
<TEXT>
<PAGE>

                                                                 EX-99. CODE ETH

                              THE ZWEIG FUND, INC.

                        THE ZWEIG TOTAL RETURN FUND, INC.

                        SENIOR MANAGEMENT CODE OF ETHICS

I    Background

     Section 406 of the Sarbanes-Oxley Act of 2002 requires that each registered
investment company disclose whether or not it has adopted a code of ethics that
applies to its principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the fund or a
third party (collectively, "Senior Management"). If a fund has not adopted such
a code of ethics, it must explain why it has not done so in certain regulatory
filings.

     Pursuant to various management agreements between The Zweig Fund, Inc. and
The Zweig Total Return Fund, Inc. (the "Funds") and Phoenix subsidiaries,
Phoenix employees currently serve as Senior Management to the Funds. As
employees of Phoenix they are subject to the Phoenix Code of Ethics (the "PCE").
The PCE complies with the Sarbanes-Oxley Act of 2002 and other relevant
requirements. The Boards of Directors of the Funds, on October 1, 2003, adopted
the Phoenix Code of Ethics for the Senior Management of the Funds.

II   Board Resolution adopted on October 1, 2003

     WHEREAS, that Section 406 of the Sarbanes-Oxley Act of 2002 requires that
each registered investment company publicly disclose whether or not it has
adopted a code of ethics that applies to its principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these individuals
are employed by the fund or a third party (collectively, "Senior Management");
and

     WHEREAS, the Board of Directors has reviewed the Phoenix Code of Conduct,
as presented at this meeting, as the same may be amended from time to time (the
"Senior Management Code") and has determined the same to provide written
standards that are reasonably designed to deter wrongdoing and to promote the
types of conduct by Senior Management that are contemplated by regulations
promulgated pursuant to the Sarbanes-Oxley Act of 2002; now, therefore, be it

     RESOLVED, that the Fund does hereby approve and adopt the Senior Management
Code as the written code of ethics that applies to its principal executive
officer, principal financial officer, principal

<PAGE>

accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the Fund or a third
party;

     FURTHER RESOLVED, the Chairman of the Fund, with the advice of counsel and
subject to the terms and conditions specified in the Phoenix Code of Conduct,
shall be appointed and directed to oversee the consideration and granting of any
waivers of the Senior Management Code with respect to Senior Management other
than the Chairman provided however that the Chairman shall provide notice of any
such waiver to the Board of Directors at the next succeeding regularly scheduled
meeting of the Board of Directors and provided further that any requested
waivers involving the Chairman shall be presented to the Board for approval; and

     FURTHER RESOLVED, that the Chief Compliance Officer of The Phoenix
Companies, Inc. be, and she or he hereby is, authorized and directed to
implement, and oversee compliance with, and administration of the Senior
Management Code and to take such further action and deliver and execute any and
all instruments, certificates and documents as she or he may deem necessary or
appropriate, with the advice of counsel, to fully carry out the purposes and
intent of the Senior Management Code.

Commitment to Shareholders

Phoenix is committed to providing shareholder value. One way we do this is by
observing the highest standards of legal and ethical conduct in all of our
business dealings.

Conflicts of Interest

Phoenix expects each of its employees and directors to maintain the highest
moral and ethical standards and to avoid conflicts of interest in conducting
business activities. A "conflict of interest" occurs when an individual's
private interest interferes, or even appears to interfere, in any way with the
interests of the Company as a whole. A conflict situation can arise when an
employee or director takes actions or has interests that may make it difficult
to perform his or her work for the Company objectively and effectively.
Conflicts of interest also arise when an employee or director, or a member of
his or her family, receives improper personal benefits as a result of his or her
position in the Company.

An employee requested by Phoenix to serve on the board of directors of another
company owes a fiduciary duty to Phoenix as well as to the company on whose
board of directors he or she serves. Where conflicts of interest arise between
the interests of Phoenix and the other company, the employee should consult
Phoenix's General Counsel for guidance. Moreover, no employee requested by
Phoenix to serve on the board of directors of another company may accept fees or
other compensation for board service. In the event the company for which an
employee serves as a director requires directors to receive fees, any
remuneration received by the employee must be donated to a charitable
organization. The Company will offset any tax consequences incurred by the
employee.

<PAGE>

All conflicts of interest must be disclosed in writing to the Chief Compliance
Officer. Employees and directors are required to file a Conflict of Interest
Statement annually. Any conflicts of interest that arise following completion of
the Conflict of Interest Statement must be promptly reported to the Chief
Compliance Officer in writing.

Corporate Opportunities

Employees and directors owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises. Consequently, employees and
directors are prohibited from engaging in the following activities:

.. taking for themselves personal opportunities that are discovered through the
use of corporate property, information or position;

.. using Company property, information or position for personal gain; and

.. competing with the Company.

Insider Trading and Personal Trading

Federal securities laws and Company policy prohibit the purchase or sale of
securities while in possession of material non-public information and prohibit
passing such information on to others. No employee or director may buy or sell
Phoenix securities if he or she has material non-public information. This
restriction also applies to an employee's or director's spouse, other adults
living in the employee's or director's household, minor children and persons for
whom the employee exercises investment authority. Employees, directors and their
family members also must avoid passing non-public information on to third
parties.

Information is "material" if a reasonable investor would probably consider the
information important in deciding whether to buy, hold or sell securities of the
company to which the information relates.

Directors, officers and their family members1 are also subject to certain
restrictions under New York Insurance Law governing acquisition of Phoenix
shares. Until June 25, 2006, directors and officers, whether acting directly or
indirectly, may only acquire, or offer to acquire, such shares: (i) through a
Phoenix plan; or (ii) through a registered broker or dealer at quoted prices on
the date of purchase. Family members may only acquire such shares through the
latter method.

All directors, all employees with a title of Vice President or higher, plus
certain other employees whose positions place them in regular contact with
non-public information, and certain family members of all of them are subject to
a further restriction as well: these individuals may only buy or sell Phoenix
securities during "window" periods. You have been or will be notified: (i) if
these restrictions apply to you; and (ii) when periods begin and end.

In addition, officers with a title of Executive Vice President or higher,
certain other individuals who have been notified by the Corporate Secretary, and
certain family members of each of them, must pre-clear all

<PAGE>

transactions in Phoenix securities through our Corporate Secretary. Further,
they must promptly report such transactions to the Securities and Exchange
Commission ("SEC").

No employee or director may buy or sell securities of another company with the
knowledge that those securities are being considered for purchase or sale by
Phoenix, any of its subsidiaries or any of the Company's advisory accounts. In
the case of any company in which Phoenix owns 10 percent or more of the
outstanding equity, no employee (nor certain family members) may make any
personal investment without prior approval from the Law Department.

Certain employees who are involved with the Company's investment adviser and
broker-dealer operations may be required to secure pre-clearance of and/or
report all personal securities transactions by these individuals. In addition,
the Company reserves the right to require duplicate confirmations, quarterly
transaction reports and prior clearance for any personal securities transactions
by those individuals. If you have any question as to whether your position
requires pre-clearance or reporting, you should contact the compliance officer
for your business area (investment adviser or broker-dealer) or the Corporate
Compliance Department.

Footnote 1 An officer's or director's child, stepchild, grandchild, parent,
step-parent, grandparent, spouse, or sibling, including in-laws and adoptive
relationships.

Market Timing

Company policy prohibits employees from engaging in excessive trading or market
timing activities with respect to any mutual fund, regardless of whether such
mutual fund is affiliated with the Company. This prohibition does not apply to
money market funds or other funds designed to permit short term investment or to
non-volitional investment vehicles such as 401(k) plans, automatic reinvestment
programs, or asset allocation programs.

Confidentiality

Directors and employees are required to maintain the confidentiality of
information entrusted to them in the course of their work for the Company.
Disclosure of confidential information is restricted to authorized persons or
situations in which disclosure is legally mandated. Confidential information
includes all non-public information about the Company or persons with which it
conducts business (such as customers, vendors and potential investment targets)
including, but not limited to: internal operating procedures; investment
strategies; sales data and customer lists; financial plans; projections; and
clients' personal information. (See also Privacy and Confidential Personal
Information below). A director's or employee's obligation to protect
confidential information continues even after termination of his or her position
with the Company.

<PAGE>

Protection and Use of Company

Property and Assets

Employees have access to Company property to assist them in effectively carrying
out their duties to the Company. Company property should only be used for
legitimate purposes. All employees should protect the Company's property and
ensure its efficient use. Theft, fraud, carelessness and waste have a direct
impact on the Company's profitability.

Examples of Company property include proprietary and non-public information,
equipment, facilities, vehicles, funds and other assets. Improper use or abuse
of Company property is prohibited. Expenses to be paid for by the Company, via
reimbursement or direct payment, are limited to those expenses that are
authorized and related to legitimate business activities.

Contract Review

The following contracts must be reviewed by the Law Department prior to being
signed, amended or terminated early:

.. Contracts that involve an expenditure or value of greater than $25,000;

.. Contracts that pose significant legal obligations on Phoenix (such as an
obligation not to solicit business, not to hire, or to provide indemnification);
and

.. Contracts that involve employment or consulting services.

In addition, contracts that could have a significant impact on Phoenix's
financial results or reports must be reviewed by Corporate Finance for business
risks and financial implications.

Corporate Disclosures

As a public company, Phoenix is required to publicly disclose certain
information on a regular basis. This includes financial information and other
material information about the Company. It is imperative that such information
be disseminated in a consistent manner and in accordance with SEC disclosure
requirements and Company policy. In order to ensure that information released is
accurate and properly disseminated, only certain individuals are authorized to
speak on behalf of the Company. Employees are prohibited from speaking with
rating agencies, analysts, investors or the press without obtaining prior
authorization from the President and Chief Executive Officer. Employees
receiving any such inquiries should refer such individuals to the appropriate
area for response:

.. Members of the Press - to the senior officer, Corporate Communications;

.. Rating Agencies - to any officer in the Rating Agency Relations unit; and

.. Securities Analysts and Investors - to any officer in the Investor Relations
unit.

<PAGE>

In order to enable the Company to comply with applicable law, Company policy
prohibits directors and employees from publicly disclosing any non-public
information about the Company's financial performance, other than at times and
through methods approved by the Company's President or Chief Financial Officer.
Employees are also prohibited from commenting on the Company's stock
performance.

Accuracy and Retention of

Company Records

The integrity of Phoenix's records is vital to the Company's continued success.
The falsification, misuse or inappropriate alteration of Company documents is
strictly prohibited.

Phoenix's business transactions must be accurately recorded on the Company's
books and records in accordance with generally accepted accounting principles,
any other required accounting basis and established Company policy. Financial
information must fairly represent all relevant information.

The retention and destruction of Company records must follow established Company
policies and applicable legal and regulatory requirements.

Commitment to Customers

Phoenix upholds its commitment to our customers by conducting our business
fairly and honestly and maintaining the highest ethical standards in all
dealings with customers.

Safeguarding Customer Assets

Employees have an obligation to safeguard the assets of our customers at all
times, and to protect them from all forms of misuse. Misappropriation of funds
can include theft, fraud, embezzlement or unauthorized borrowing. Employees must
not, under any circumstances, misappropriate funds, property or other assets, or
assist another individual in doing so.

Ethical Market Conduct

The Company expects all who are involved in the sales and marketing of its
products and services to abide by the following principles:

.. conduct business according to high standards of honesty and fairness;

.. provide competent and customer-focused sales and service;

<PAGE>

.. engage in active and fair competition;

.. provide clear, honest and fair advertising and sales materials;

.. handle customer complaints and disputes in an appropriate and timely manner;
and

.. monitor sales and service procedures to help ensure compliance with ethical
market conduct.

Privacy and Confidential Personal Information

It is the responsibility of every employee to maintain the privacy of
confidential personal information. Confidential personal information includes
non-public financial and health information obtained from consumers and
customers in connection with providing a financial product or service. Specific
examples of confidential personal information include information concerning
assets, income, businesses, estates, financial plans or health.

The misuse of confidential personal information could subject the Company and
its employees to civil liability or criminal penalties. Before releasing
confidential information to anyone, employees must make certain that releasing
it is permitted under the Company's policies or authorized in writing by the
person to whom it relates.

Customer Complaints

The Company is committed to fairly and expeditiously handling all customer
complaints. All complaints must be handled and reported in accordance with
established corporate policies as well as procedures established for the
applicable business unit or affiliate. To facilitate resolution of each customer
complaint, as well as to facilitate any related regulatory inquiries, all
customer complaints and related communications are centrally retained.

Fraud

The Company strongly supports all efforts to detect and prevent fraud. It
believes that only through aggressive action to combat fraud can the Company
continue to meet its fundamental obligations to its stockholders and customers.
When there is reason to believe that the Company has been the target of fraud or
attempted fraud, it will aggressively work with the appropriate law enforcement
officials to seek prosecution and conviction of the responsible individual(s).
Any employee who is aware or suspects that the Company has been the target of
fraud or attempted fraud should report it to the Corporate Audit Department
immediately.

Insurance Anti-Fraud Plan

<PAGE>

In accordance with insurance regulatory requirements, the Company has a
comprehensive insurance anti-fraud plan that is designed to:

.. prevent insurance fraud, including internal fraud involving the Company's
officers, employees or agents, fraud resulting from misrepresentations on
applications for insurance, and claims fraud;

.. report insurance fraud to appropriate law enforcement and regulatory
authorities;

.. encourage cooperation in the prosecution of insurance fraud cases; and

.. aggressively pursue recovery of all sums improperly paid by the Company as a
result of fraud.

Commitment to Corporate Citizenship

Phoenix is committed to being a responsible corporate citizen, which includes
complying with applicable laws and regulations of the jurisdictions in which we
operate as well as engaging in fair competition in the marketplace.

Complying with Legal and Regulatory Requirements

The Company expects all employees to conduct business in accordance with all
applicable laws and regulations. The laws and regulations related to the
financial services industry are complex, thus placing a duty on each employee to
take all reasonable steps to ensure his or her actions are in compliance.
Compliance with the law does not, however, comprise our entire ethical
responsibility. Rather, it is a minimum standard for performance of our duties.
(See also the provisions below on Commitment to Ethics and Compliance).

Accounting, Internal Accounting Controls and Auditing Matters

The Company treats complaints about accounting, internal accounting controls, or
auditing matters seriously and expeditiously. Employees have the opportunity to
submit confidential and anonymous complaints about accounting or auditing
matters for review by representatives of Phoenix, and if appropriate, the Audit
Committee of the Board of Directors. These complaints will be handled in a
manner that protects the confidentiality and anonymity of the employee when so
requested by the employee. (See the Toll-Free Help Line section of this Code, on
page 11).

No employee will be terminated or otherwise retaliated against for submitting a
complaint under this procedure if he or she reasonably believes that the
complaint may involve a violation of federal securities or anti-fraud laws.

<PAGE>

Fair Dealing

Each employee must deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or other unfair-dealing practice.

Antitrust

The Company is committed to preserving a free and competitive marketplace and
will not engage in any understandings or agreements with any competitor that
could result in a restraint of trade. Employees must avoid engaging in any
conduct that violates the antitrust laws, such as agreements with competitors
regarding prices, terms of sale, division of markets and allocations of
customers. Discussions with competitors related to market share, projected sales
for any specific product or service, revenues and expenses, production
schedules, unannounced products and services, pricing or marketing strategies
are prohibited.

The antitrust laws and, thus, the above prohibitions, also apply to informal
contacts with competitors, such as encounters at trade shows or meetings of
professional organizations. Every employee has an obligation to avoid situations
that could result in a violation of the antitrust laws.

Anti-Money Laundering

It is the responsibility of every employee to protect the Company from
exploitation by individuals engaged in money laundering activities. Accordingly,
affected employees must:

.. become familiar with the anti-money laundering laws and their requirements as
applied to the Company; and

.. learn and fully comply with the Company's anti-money laundering policies and
procedures.

Failure to comply with applicable laws or the Company's policies may result in
significant criminal and civil penalties for the Company as well as for those
individuals involved. Furthermore, even association with money laundering
activity could subject both the Company and its employees to civil and criminal
penalties.

Lobbying and Political Contributions

Lobbying is generally defined as communicating with a public official, or a
member of his or her staff, in the legislative or executive branch of
government, for the purpose of influencing legislative or administrative action.
Lobbying is highly regulated and lobbyists are required to be registered and to
report their activities. No employee may engage in lobbying on behalf of Phoenix
without prior permission of the Law Department. The giving of gifts to local
public officials and members of their staff, whether in the form of meals,
tickets to events or otherwise, is strictly regulated by most states and by the

<PAGE>

federal government. Special restrictions also apply to employees who provide
investment management services to public entities.

Employees must be careful to distinguish between personal and corporate
political activities. Unless specifically requested by the Company to
communicate on its behalf on a particular issue, you should identify
communications with legislators as expressing your own personal beliefs and not
those of Phoenix. The use of Phoenix stationery for any personal political
communication is prohibited. Any employee wishing to be a candidate for elective
office should consult with his or her supervisor and department head in advance.

Questions regarding the Company's position on proposed legislation or
regulations should be directed to Government Relations or the Law Department.

Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act prohibits the payment or authorization of the
payment of any money, or the giving of value, directly or indirectly, to a
foreign official for the purpose of:

.. influencing any act or decision of the foreign official; or

.. inducing the foreign official to use his influence to assist in obtaining
business for or directing business to any person.

A "foreign official" is any person acting in an official capacity on behalf of a
foreign government, agency, department or instrumentality. Also included under
the term "foreign official" are foreign political parties, officials of
political parties and candidates for foreign political office.

The Foreign Corrupt Practices Act applies to all directors, employees and agents
of the Company. Violation of the act can result in both fines and imprisonment.

Copyrights, Trademarks and Patents

Employees must avoid infringing upon the intellectual property rights of others.
Intellectual property includes copyrights, trademarks, service marks, patents
and trade secrets. Improper use includes copying, distributing or modifying
third party copyrighted materials without permission. Infringement may result in
criminal as well as civil liabilities for Phoenix and its employees.

The Company has an agreement with the Copyright Clearance Center that gives a
license to Phoenix employees to make photocopies of many publications for
business purposes. Questions about the types of copying that are covered by the
agreement should be directed to the Corporate Compliance Department.

Commitment to Employees

<PAGE>

Phoenix's employees are our most important asset and we are committed to
fostering a work environment in which employees have the opportunity to grow,
contribute and participate free from discrimination.

Equal Opportunity

The Company employs and promotes on the basis of merit and achievement without
regard to age, race, gender, color, religion, national origin, ancestry, sexual
orientation, marital status, or disability. This policy applies to every phase
of the employment process and every aspect of the employment relationship:
recruitment, hiring, training, promotions, transfers, terminations, benefits,
compensation and participation in Company-sponsored educational, social and
recreational programs.

Sexual Harassment

The Company prohibits sexual harassment in the workplace. Sexual harassment
includes: unwelcome sexual advances, requests for sexual favors and other
verbal, visual or physical conduct when:

.. submission is made either explicitly or implicitly a term or condition of a
person's employment;

.. submission to or rejection of inappropriate conduct by an employee is used as
the basis for employment decisions affecting the employee; or

.. the conduct has the purpose or effect of unreasonably interfering with an
individual's work performance or creating an intimidating, hostile or offensive
working environment.

Sexual harassment also includes: unwelcome sexual flirtations and advances;
verbal abuse of a sexual nature; inappropriate touching; graphic or verbal
comments about an individual's body; displaying in the workplace a sexually
suggestive object or picture; and sexually explicit or offensive jokes.

Employment of Relatives

Except in the limited circumstances described in this section, the Company does
not permit the employment of a director's or employee's "relative", which term
includes a spouse, domestic partner, child, parent, sibling, step-parent,
step-child, step-sibling, grandparent, grandchild, aunt, uncle, nephew, niece,
or first cousin including in-laws. Specifically, the Company prohibits the
hiring of a "relative" of any director or officer, or of any employee working in
the Corporate Audit, Corporate Compliance, Human Resources or Law Departments.
Although this policy does not require the termination of any employee who
becomes related to a person described in the preceding sentence through a
post-hiring event such as marriage or a promotion, any employee who becomes
"related" through such an occurrence should promptly advise his or her
supervisor. The Company will then take steps to assure that no employee reports
to or supervises a relative and that related employees do not work in the same
department or report to the same supervisor. The employment of a "relative" of
any officer at the level of Executive Vice President or higher will not be
permitted or accommodated even if the relationship results from a post-hiring
event.

<PAGE>

Workplace Safety

The Company is committed to maintaining a work environment that is safe and
healthy for its employees and others. All job-related injuries or illnesses
should be reported immediately to your supervisor or Human Resources
representative. Questions concerning health and safety matters should also be
referred to one of them.

The Company does not tolerate acts of violence or threats of violence against
employees or Company property. Possession of firearms or other weapons anywhere
on Company property or while conducting Company business is prohibited. Any
situation or concern involving violent behavior or the threat of violence should
be immediately reported to Security or Human Resources.

Drugs and Alcohol

The sale, purchase, use, possession or transfer of narcotics or other legally
controlled substances by employees while on Company premises or on Company
business (other than use of prescription drugs in accordance with a physician's
orders) is prohibited. Employees attending functions on behalf of the Company
where alcohol is served are expected to use good judgment and avoid consuming
excessive amounts of alcoholic beverages.

Felony Convictions

Federal law prohibits the employment by an insurance company, without the
consent of the appropriate state insurance department, of any person convicted
of a felony involving dishonesty or breach of trust. To assist the Company in
fulfilling its responsibilities under this law, employees are required to
disclose any felony conviction to the Company at the time of application for
employment. Any employee who is subsequently convicted of a felony must report
this fact to the Company immediately.

Employee Ownership of Phoenix Stock

Employees and directors are subject to various requirements governing their
ownership of Company stock, including federal securities law and New York
insurance law. Please refer to the Insider Trading and Personal Trading section
of this Code (at page 1) for more information.

Commitment to Ethics and Compliance

A strong commitment to business ethics and compliance is the foundation of a
successful organization. Every employee is expected

<PAGE>

to carry out the Company's business activities in an ethical manner

and in a fashion consistent with applicable laws, regulations, policies and
guidelines.

Ethical Decision Making

Phoenix's success is dependent on each of us applying the highest ethical
standards to whatever we do on behalf of the Company. Employees should consider
the following questions before making decisions.

.. Is my action consistent with approved Company practices?

.. Is my action consistent with the Company's values?

.. Does my action give the appearance of impropriety?

.. Can I, in good conscience, defend my action to my supervisor, other employees
and the general public?

.. Does my action meet my personal code of ethical behavior?

.. Does my action conform to the spirit of these and all other applicable
guidelines?

Monitoring Code Compliance

The Corporate Compliance and the Corporate Audit Departments are responsible for
monitoring the compliance activities of all areas of the Company and for
ensuring that this Code of Conduct is being followed. Compliance will be
monitored by periodic audits where appropriate. Additionally, the Company's
Chief Compliance Officer must report annually to the Audit Committee of the
Board of Directors on the level of compliance with our requirement that each
employee and director complete the Code of Conduct Acknowledgement and the
Conflict of Interest Declaration. Waivers of violations of the Code by directors
or by officers with a title of Senior Vice President or higher may only be
granted by the Audit Committee or the Board. Such waivers must be promptly
reported to shareholders. All other waivers, which may be granted by the Chief
Compliance Officer, the President or any Executive Vice President, shall be
reported to the Audit Committee but need not be reported to the shareholders.

Toll-Free Help Line

Phoenix maintains a confidential, 24-hour, toll-free telephone help line for
employees for the purpose of requesting assistance concerning, or reporting
violations of, this Code or reporting complaints about accounting or auditing
matters. The number is: 1-800-813-8180.

Assistance is available during regular business hours. If you call outside of
regular business hours, you may leave a confidential message and your call will
be returned the following business day. Special

<PAGE>

security measures have been taken with this help line to ensure confidentiality.
If you wish to remain anonymous, you may request a case identification number
and refer to that number in subsequent phone calls.

Obligation to Report

Employees are obligated to report suspected violations of this Code to their
department head, the Chief Compliance Officer or the Law Department.

Whistleblower Protection

No retaliation or retribution of any kind will be taken against an employee who,
in good faith, reports a suspected violation of this Code.

Investigation

All allegations of suspected violations will be promptly investigated and
appropriate action will be taken. Investigations will be conducted in an
objective, professional manner. The specifics of an investigation, including the
identity of the individual reporting the information, will be kept confidential
except as such disclosure is necessary to fully investigate the allegations,
facilitate resolution and/or report the results to appropriate authorities.

Disclosure to Government Authorities

Certain actions and omissions prohibited by this Code may also violate criminal
laws and may subject violators to criminal prosecution. The Law Department will
review the results of investigations that indicate potential violations of
criminal law and recommend to the appropriate senior officers whether disclosure
to appropriate enforcement authorities is warranted.

Disciplinary Action for Violations

Failure to adhere to this Code, other Company policies or applicable laws or
government regulations may result in disciplinary action up to and including
termination of employment. Situations in which disciplinary action may be
appropriate include the following, insofar as they relate to conduct of the
Company's business:

.. authorization of or participation in activities that violate the law,
government regulations, this Code or other Company policies;

<PAGE>

.. retaliation, direct or indirect, or encouragement of others to retaliate
against a Company employee who reports a suspected violation;

.. failure to cooperate with an investigation of suspected violations, including
interfering with or obstructing an investigation; and

.. failure to report a suspected violation of the law, government regulations,
this Code or other Company policies.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.CERT
<SEQUENCE>3
<FILENAME>dex99cert.txt
<DESCRIPTION>ZWEIG TOTAL RETURN FUND CERTIFICATIONS PURSUANT TO SECTION 302
<TEXT>
<PAGE>

  Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of
                             the Sarbanes-Oxley Act

I, Daniel T. Geraci, certify that:

1.   I have reviewed this report on Form N-CSR of The Zweig 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 financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

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;

<PAGE>

     (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
          second fiscal quarter of the period covered by this report 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: March 11, 2005                    /s/ Daniel T. Geraci
                                        ----------------------------------------
                                        Daniel T. Geraci, President
                                        (principal executive officer)

<PAGE>

  Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of
                             the Sarbanes-Oxley Act

I, Nancy Curtiss, certify that:

1.   I have reviewed this report on Form N-CSR of The Zweig 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 financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

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

<PAGE>

     (d)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          second fiscal quarter of the period covered by this report 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: March 11, 2005                    /s/ Nancy Curtiss
                                        ----------------------------------------
                                        Nancy Curtiss, Treasurer
                                        (principal financial officer)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.906 CERT
<SEQUENCE>4
<FILENAME>dex99906cert.txt
<DESCRIPTION>ZWEIG TOTAL RETURN FUND CERTIFICATIONS PURSUANT TO SECTION 906
<TEXT>
<PAGE>

  Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of
                             the Sarbanes-Oxley Act

I, Daniel T. Geraci, President of The Zweig Total Return Fund, Inc. (the
"Registrant"), certify that:

     1.   The Form N-CSR of the Registrant (the "Report") fully complies with
          the requirements of Section 13(a) or 15(d) of the Securities Exchange
          Act of 1934, as amended; and

     2.   The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Registrant.


Date: March 11, 2005                      /s/ Daniel T. Geraci
                                          --------------------------------------
                                          Daniel T. Geraci, President
                                          (principal executive officer)

I, Nancy Curtiss, Treasurer of The Zweig Total Return Fund, Inc. (the
"Registrant"), certify that:

     1.   The Form N-CSR of the Registrant (the "Report") fully complies with
          the requirements of Section 13(a) or 15(d) of the Securities Exchange
          Act of 1934, as amended; and

     2.   The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Registrant.


Date: March 11, 2005                      /s/ Nancy Curtiss
                                          --------------------------------------
                                          Nancy Curtiss, Treasurer
                                          (principal financial officer)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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