<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>pxztrf77b.txt
<TEXT>

Report of Independent Registered Public Accounting Firm

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

In planning and performing our audit of the financial
statements of  The Zweig Total Return Fund, Inc. (the "Trust")
as of and for the year ended December 31, 2005, in accordance
with the standards of the Public Company Accounting Oversight
Board (United States), we considered the Trust's internal
control over financial reporting, including control activities
for safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our opinion
on the financial statements and to comply with the requirements
of Form N-SAR, but not for the purpose of expressing an opinion
on the effectiveness of the Trust's internal control over
financial reporting.  Accordingly, we express no such opinion.

The management of the Trust is responsible for establishing and
maintaining effective internal control over financial
reporting.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls.  A company's internal
control over financial reporting is a process designed 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.  Such internal control over financial
reporting includes policies and procedures that provide
reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a company's
assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a
control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or
detect misstatements on a timely basis.  A significant
deficiency is a control deficiency, or combination of control
deficiencies, that adversely affects the company's ability to
initiate, authorize, record, process or report external
financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote
likelihood that a misstatement of the company's annual or
interim financial statements that is more than inconsequential
will not be prevented or detected.  A material weakness is a
control deficiency, or combination of control deficiencies,
that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will
not be prevented or detected.

Our consideration of the Trust's internal control over
financial reporting was for the limited purpose described in
the first paragraph and would not necessarily disclose all
deficiencies in internal control over financial reporting that
might be significant deficiencies or material weaknesses under
standards established by the Public Company Accounting
Oversight Board (United States).  However, we noted no
deficiencies in the Trust's internal control over financial
reporting and its operation, including controls for
safeguarding securities, that we consider to be a material
weakness as defined above as of December 31, 2005.

This report is intended solely for the information and use of
management and the Board of Trustees of The Zweig Total Return
Fund, Inc. and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than
these specified parties.

PricewaterhouseCoopers LLP
February 16, 2006



PricewaterhouseCoopers LLP
125 High Street
Boston, MA 02110-1707
Telephone (617) 530 5000
Facsimile (617) 530 5001
www.pwc.com

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