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<SEC-DOCUMENT>0001193125-06-051193.txt : 20060310
<SEC-HEADER>0001193125-06-051193.hdr.sgml : 20060310
<ACCEPTANCE-DATETIME>20060310171141
ACCESSION NUMBER:		0001193125-06-051193
CONFORMED SUBMISSION TYPE:	N-CSR
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20051231
FILED AS OF DATE:		20060310
DATE AS OF CHANGE:		20060310
EFFECTIVENESS DATE:		20060310

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:		06680143

	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>THE ZWEIG TOTAL RETURN FUND ANNUAL REPORT
<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 Ave
                              New York, NY 10022
- -------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip code)

              Kevin J. Carr, Esq.
      Chief Legal Officer and Secretary for      John H. Beers, Esq.
                   Registrant                Vice President and Secretary
         Phoenix Life Insurance Company     Phoenix Life Insurance Company
                One American Row                   One American Row
            Hartford, CT 06103-2899            Hartford, CT 06103-2899
- -------------------------------------------------------------------------------
                    (Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: December 31, 2005

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, 100 F Street, NE,
Washington, DC 20549. The OMB has reviewed this collection of information under
the clearance requirements of 44 U.S.C. Section 3507.

<PAGE>

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

<PAGE>


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

Carlton Neel
Executive Vice President

David Dickerson
Senior Vice President

Marc Baltuch
Chief Compliance Officer and Vice President

Moshe Luchins
Vice President

Kevin J. Carr
Chief Legal Officer and 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
One American Row
Hartford, CT 06102

Custodian
State Street Bank and Trust Company
P.O. Box 5501
Boston, MA 02206-5501

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

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

Transfer Agent
Computershare Trust Company, NA
P.O. Box 43010
Providence, RI 02940-3010

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

   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                                                                    Q4-05

      Annual Report



      Zweig

      The Zweig Total
      Return Fund, Inc.


      December 31, 2005


                                    [GRAPHIC]


<PAGE>


                                                               February 6, 2006

Dear Fellow ZTR Shareholder:

   For the quarter ended December 31, 2005, The Zweig Total Return Fund's net
asset value increased 2.37%, including $0.131 per share in reinvested
distributions. The Fund's overall exposure to the bond and equity markets for
the quarter was approximately 91%.

   For the year ended December 31, 2005, the Fund's net asset value increased
4.45%, including reinvested distributions. The Fund's overall exposure to the
bond and equity markets for the year was approximately 89%.

   As previously announced, the Fund's distribution for the quarter ended
December 31, 2005 was $0.044 per share, payable January 10, 2006 to
shareholders of record on December 30, 2005.

   Thank you for your continued investment in The Zweig Total Return Fund. For
more current information on performance and holdings, please visit the
Individual Investors section of our Web site, PhoenixFunds.com.

              Sincerely,

              /s/ Daniel T. Geraci
              Daniel T. Geraci
              Director, Chief Executive Officer and President
              The Zweig Total Return Fund, Inc.

                          MARKET OVERVIEW AND OUTLOOK

   The Fund's bond exposure on December 31, 2005 was 59%, with average duration
(a measure of interest rate sensitivity) of 5.3 years. This compares with our
bond exposure of 61%, with average duration of 4.7 years, on September 30,
2005. If we were fully invested, 62.5% of our portfolio would be in bonds and
37.5% in stocks. Consequently, with 59% in bonds, we are at about 94% of a full
position (59%/62.5%).

   Although the Federal Reserve (the "Fed") tightened the federal funds rate by
200 basis points from 2.25% at the beginning of the year to 4.25% by the end,
the benchmark 10-year Treasury note backed up only slightly from 4.21%, to end
the year at 4.39%. The front end of the yield curve of shorter-dated
maturities, which are more sensitive to the Fed's moves, did not fare as well.
However, including the amount of coupon payments, overall bonds did provide a
modest positive return on the year, with the Lehman Government Bond Index
gaining 2.65% for the year. We are pleased to report that the bond portion of
our portfolio beat the index, with a return of 3.18% for the year.

   While the relatively unchanged yield in the 10-year Treasury note would seem
to imply that there was not much bond market activity, that was not the case.
The bond market whipped back and forth several times in 2005, with yields
ranging from a low of just under 3.5% to a high of nearly 4.7%. The volatility
in bonds was due to global political uncertainties, sharply higher oil prices,
and the corresponding debate over whether that would be inflationary or slow
the economy, as well as uncertainty about how aggressive the Fed would be on
monetary policy changes. (A fuller discussion about the Fed's policy and its
implications appears in the equity portion of the report which follows.)

   Oil prices, and the prices of many commodities, soared during the year,
which many economists view as inflationary. However, there are

<PAGE>


some who feel that many price shocks as they are called, become
self-correcting, and actually slow the economy. For example, if consumers pay
50% more at the pump for gasoline, they ultimately cut back on driving and
spend less on discretionary items. The net result is that the economy actually
slows, with higher gas prices offset by lower prices for other goods. The jury
is still out on that question, and the bond market has yet to make up its mind
as well.

   Global uncertainties are usually a "good" thing for government bonds which
are generally viewed as a safe haven relative to corporate bonds and stocks.
With the ongoing war in Iraq, the dispute about Iran's nuclear weapons program,
and the mid-term elections, political uncertainties are likely to continue.

   As of this writing, we are slightly cautious on the bond market, with our
model reading a four out of 10, with 10 the most bullish. Sentiment remains
bearish, which, as contrarians, keeps us somewhat positive on the bond market.
The tape action is a slight negative and the yield curve, as of this writing,
is already nearly inverted. However, as always, we remain flexible and will
follow the dictates of our discipline and our models.

   Our exposure to U.S. common stocks was 29% on December 31, 2005, compared
with 31% on September 30, 2005. At 29%, we are at about 77% of a full position
(29%/37.5%).

   The domestic stock markets ended 2005 with a whimper, with the Dow Jones
Industrial Average/SM/ virtually unchanged from a year ago. It was the smallest
annual change since 1926 but it still left the Dow in negative territory for
the year for the first time since 2002. The other major U.S. markets did
somewhat better with the S&P 500(R) Index gaining 3% and the NASDAQ
Composite(R) Index inching up just 1.4%. While the U.S. markets were biding
their time, the overseas exchanges surged ahead. In Japan, the Nikkei-225 Index
soared 40.2%, its best score since 1986. In Europe, the stock markets in
Germany, France, Switzerland, and the Netherlands each climbed more than 20%
while Britain's rose 16.7% and Italy's 15.5%. Russia's trade index shot up a
sensational 61.8%.

   Perhaps a major reason for the disparity and results between the U.S. and
world markets was the Federal Reserve's actions. As widely expected, the Fed
raised its short-term interest rate from 4% to 4.25% in December. It was the
thirteenth consecutive quarter-point hike since July 2004 when the rate stood
at 1%, a 46-year low. Yet this time around, the Fed no longer called its rate
policy "accommodative" and left out its familiar refrain that it would raise
rates at a "measured pace." It added, however, that some further increases are
"likely to be needed."

   A measure of clarification came in early January when the Fed indicated that
it was close to ending its series of rate increases, saying "The number of
additional firming steps probably would not be large." Although the Fed also
said future decisions will be based on economic data, investors took a bullish
view and the Dow jumped 1.2% on the day of the news and launched a New Year's
rally that lifted the index above 11,000 for the first time since 2001.

   We don't think the Fed itself knows if there is light at the end of the
interest rate tunnel. With Ben Bernanke replacing Alan Greenspan as Fed
Chairman on February 1, we think the Fed will be a little more hawkish at the
beginning, favoring interest rate increases, at least in its statements. In any
event, we believe we will see one or two more hikes. After that, the Fed may be
more inclined to look at the inflation numbers and react.

   Interest rates also made market news when the yield curve inverted briefly.
That happens when long-term interest rates fall below short-term interest
rates. At the year-end, the two-year Treasury note yielded about 4.4%, which
was higher than the 4.39% of the 10-year Treasury note. It was the first such
occurrence in five years. Financial history buffs contend that such an event is
a harbinger of a recession.


                                      2

<PAGE>



   Although much has been written about the relationship between the two-year
note and the 10-year, we think it is more important to compare the 3-month
yield to the 10- year yield. Right now they are about even. Historically, over
the past 52 years when short rates have been 95% or more of the long rate (more
would represent an inverted curve), the S&P has gone down approximately 11% on
an annualized basis. When the short rate has been 95% or less than the long
rate (less would be kind of a normal yield curve), the market has gone up
almost 12%. This time the curve has inverted because the short rate has gone up
while the long rate has been fairly flat. That seems a more neutral yield
curve. However, if bond yields rise toward 5%, we'd start to get concerned.

   While the inverted yield curve was a new twist, the U.S. trade deficit was
an old story. It widened by $3 billion in October to $68.9 billion and is on
track to top last year's record of $618 billion. The growing gap is causing
some analysts to reduce their estimates of the country's economic growth. In
our view, it is hard to pinpoint the impact of the trade gap on the economy or
the stock market. It seems to have become a way of life for us. Interestingly,
there may be a positive side. Foreigners have excess dollars because they are
exporting more to the U.S. than they are buying from us. Some of these
countries, including Japan and China, are using their dollars to buy our
Treasuries, keeping yields down. This actually is good for our economy because
if bond yields are okay, it helps keep the housing sector from falling apart.

   The long-running housing boom, which some analysts now call a bubble, has
been a strong underpinning for the economy. It is showing contradictory trends.
The U.S. Labor Department reported that new housing starts increased 5.3% in
November to an annual rate of 2.2 million and 17.5% above the same month last
year. Meanwhile the U.S. Commerce Department reported that sales of newly built
homes fell 11% in November from October, the largest decline since 1994.

   It seems that the housing market is cooling down but the problem is not
universal. It depends on location. In hotspots such as Boston, New York,
Washington, South Florida, California, Nevada, and a few other regions, the
market has been red hot or even white hot. For example, there has been a lot of
speculation in south Florida where there is overbuilding and condo flipping has
become a widespread pastime. But in other areas such as Texas and much of the
Midwest, there has been no boom to speak of and prices seem normal. We'd be
mainly concerned about those regions where there is a huge amount of
speculation and prices have gone up 30% or 40% a year.

   As far as the U.S. overall economy is concerned, the economic signals are
mixed. The gross domestic product grew 4.1% in the third quarter, the fastest
pace since early 2004, according to the Commerce Department. The agency also
reported that productivity spurted 4.7% in the quarter, the fastest rate in two
years. However the Institute for Supply Management reported that its
manufacturing index fell to 54.2 in December from 58.1 in November, the biggest
drop since July of 2002. Despite the clouds on the horizon, the Conference
Board reported that its Consumer Confidence Index climbed to 103.6 in December
from 98.3 in November.

   We think the economy is fairly strong but is slowing somewhat. Short-term
rates and high energy prices are having a dampening effect on the margin but we
don't see any signs of recession. Although the previously cited yield curve
inversion has correctly forecast some recessions in the past, it is by no means
a sure thing. Sometimes the curve inverts and you don't get a recession. As
mentioned, we don't believe this inversion is significant unless long-term
rates also go up.

   Some currency analysts had expected the U.S. dollar would weaken to redress
the trade imbalance. Instead the dollar ended the year 14.6% stronger against
the euro and 15.2% stronger against the yen, hitting a two-year high in


                                      3

<PAGE>


both cases. Despite intensive testing, we just can't find any relationship
between the value of the dollar and the stock market. Sometimes a strong dollar
is bullish and sometimes it is bearish. The same holds true for a weak dollar.
However, the value of the dollar does impact international companies. If they
earn euros or yen, a strong dollar dilutes their profits and a weak dollar
enhances their offshore earnings.

   Although the stock market last year was as thin as it was flat, the volume
of options trading increased at a record rate for the thirteenth time in
fourteen years, according to the Options Clearing Corporation. In the U.S.,
over 1.5 billion options were traded, an increase of 27% from last year. We
don't think the increase in options activity tells you much except that there
are more hedge funds around. Hedge funds are more likely to use options than
individual investors or even traditional institutional investors. The market is
affected if option trades are excessively bullish or bearish. Of course, when
they get too one-sided, often they are wrong.

   While initial public offerings (IPOs) grew strongly overseas, they declined
in number and dollar volume in the U.S., according to Thomson Financial.
Domestic deals in 2005 dropped to 215 IPOs with a dollar volume of $36.1
billion from 257 deals and a dollar volume of $45 billion in 2004. Although the
U.S. was the only major world power to show a decline in both IPOs and the
dollar value, the activity here was not exactly slow. It is just that the
domestic market was not as hot as foreign markets. One doesn't normally see a
hot IPO market unless the market itself is strong.

   We recently saw a significant increase in industrial capital spending. In
the third quarter, companies in the S&P 500 Index boosted their capital
expenditures by 24% over the 2004 period, according to Thomson Financial.
Capital spending had declined on an annual basis between the third quarter of
2001 and the fourth quarter of 2003. Since then, there has been an average gain
of 9% each quarter.

   The current surge follows the recession we had in the early part of the
decade when capital spending was cut back tremendously, especially in
information technology. That is an area where capital spending is extremely
strong. As far as the stock market is concerned there is a paradox here. When
you're in the depths of a recession, it is usually a good time to buy stock. On
the flip side, if you're in an economic boom and capital spending is too
intense, that is probably a good time to sell. We are not saying we are in an
economic boom but if capital spending gets out of sight, it is probably more of
a negative than a positive.

   Standard & Poor's estimates that the earnings of the companies in its S&P
500 Index last year increased 13.3% over 2004. The fourth quarter year-to-year
gain was estimated at 13.6%. These are pretty good numbers -- even when
adjusted for inflation. With inflation up about 2%, we are talking about
earnings being up over 11%. Such earnings would not be surprising early in a
business recovery. However, we are about four years into a recovery and these
are really strong profits. You typically will not see earnings grow at such a
rate in the long run.

   Strong earnings boosted many companies to sharply increase their dividends
and stock buybacks last year. Standard & Poor's also reported that firms in the
S&P 500 Index paid a record $202 billion in dividends last year, up 11% from
2004. Buybacks came to $315 billion up 60% from the previous peak of $197
billion in 2004. Combined dividends and stock buybacks were up 37% for the year.

   These figures reflect a huge amount of corporate cash. Aside from
corporations, there is substantial excess cash in the hands of leverage buyout
firms and some hedge funds that participate in such ventures. They have
hundreds of billions of dollars to put into play. Whether this cash hoard is
used to increase dividends, expand buyouts, or buy other companies, it is the
most bullish factor in the stock market right now.


                                      4

<PAGE>



   As far as valuations are concerned, S&P 500 companies ended 2005 trading at
19.1 times earnings over the past year. There was very little change from the
18.6 times earnings at the end of the third quarter and 20.5 at the start of
the year. While not totally off the charts, these figures do not look cheap to
us. That won't happen until the market gets down to 10 times earnings or less.

   Financial advisors continue to be very optimistic about the direction of the
stock market. Investors Intelligence reported that its year-end poll of
financial advisors showed 64% bulls and 20.8% bears. At the end of the third
quarter, the bulls numbered 53.2% and the bears were at 26.6%. This compares
with 62.9% bulls and 19.6% bears at the start of last year. While we don't know
if the current optimism level is off the wall, it is pretty high.

   Looking ahead, there is one slight possible negative for the market relating
to the presidential election cycle. Statistically, the post-election year and
the mid-term year, which we are now in, have not been great years. Based on
historical performance, the next pre-election year (2007) and election year
(2008) would turn out to be better years according to this cycle.

   While we are not strongly supportive of this particular thesis, data going
back to 1949 indicates a significant market bottom occurs about every four
years. Our last bottom was in 2002, and it's possible we may experience the
next bottom in 2006. However, we are far from convinced that this will be the
case. At this writing, we would call our investment posture for equities either
high neutral or slightly positive.

              Sincerely,

                                                  [GRAPHIC]


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

                             PORTFOLIO COMPOSITION

   In accordance with our 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 top equity sectors as of December 31, 2005, included financials,
information technology, health care, consumer staples, and industrials. While
there were changes in allocation amounts, all of these sectors appeared in our
previous quarterly report. During the fourth quarter, we added to our positions
in financials and information technology and trimmed our holdings in
industrials and materials.

   As of December 31, 2005, our leading individual positions included Allstate,
Bank of America, Bristol-Myers Squibb, Dow Chemical, Huntington Bancshares,
Kimberly Clark, Merck, NASDAQ 100 Trust, Nokia, and Wachovia. Although there
were no changes in shares held, Kimberly Clark, Merck, Nokia, and Wachovia are
new to this listing. We trimmed our holdings in ConocoPhillips, National City,
PNC Financial Services, and Wells Fargo, which are no longer on our list of top
positions.

              Sincerely,



                 [SIGNATURE]

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

The preceding information is the opinion of the portfolio management. Past
performance is no guarantee of future results, and there is no guarantee that
market forcasts will be realized.
For definitions of indexes cited and certain investment terms used in this
report see the glossary on page 6.

                                      5

<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.

Benchmark Index for The Zweig Total Return Fund: A composite index consisting
of 62.5% Lehman Brothers Government 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 a fixed income fund's sensitivity to interest rate
changes. For example, if a fund's duration is 5 years, a 1% increase in
interest rates would result in a 5% decline in the fund's price. Similarly, a
1% decline in interest rates would result in a 5% gain in the fund's price.

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 United States, 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.

Gross domestic product (GDP): An important measure of the United States'
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 Bond Index: Measures U.S. Treasury and Agency
securities with a remaining maturity of one year or more. 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.

                                      6

<PAGE>



Glossary (continued)

Nikkei 225 Index: Index of 225 leading stocks traded on the Tokyo Stock
Exchange. It is similar to the Dow Jones Industrial Average (DJIA) because it
is composed of representative blue chip companies.

Options Clearing Corporation (OCC): The largest clearing organization in the
world for options, founded in 1973.

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

Yield curve: A line chart that shows interest rates at a specific point in time
for securities of equivalent quality but with different maturities. A "normal
or positive" yield curve indicates that short-term securities have a lower
interest rate than long-term securities; an "inverted or negative" yield curve
indicates short-term rates are exceeding long-term rates; and a "flat yield
curve" means short- and long-term rates are about the same.



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]

                       THE ZWEIG TOTAL RETURN FUND, INC.
                           Sector Weightings 12/31/05
                      (as a percentage of total investments
                           plus securities sold short)

               U.S. Government Securities                 54%
               Financials                                  9%
               Information Technology                      6%
               Agency Non-Mortgage Backed Securities       5%
               Health Care                                 5%
               Consumer Staples                            4%
               Industrials                                 3%
               Other                                      14%

                                      8

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

Ten Largest Holdings at December 31, 2005 (as a percentage of net assets)/(g)/

<TABLE>
<S>                                     <C>  <C>                                     <C>
1. U.S. Treasury Note 3.50%, 11/15/06.. 8.1%  6. FNMA 3.15%, 5/28/08................ 5.2%
2. U.S. Treasury Note 3%, 2/15/08...... 7.5%  7. U.S. Treasury Bond 7.50%, 11/15/16. 5.1%
3. U.S. Treasury Bond 8.75%, 5/15/17... 6.2%  8. U.S. Treasury Bond 8.875%, 2/15/19. 4.4%
4. U.S. Treasury Bond 9.25%, 2/15/16... 5.7%  9. U.S. Treasury Bond 6.125%, 11/15/27 4.3%
5. U.S. Treasury Inflation Indexed Note
 1.625%, 1/15/15....................... 5.5% 10. U.S. Treasury Note 4%, 11/15/12.... 3.7%
</TABLE>

               SCHEDULE OF INVESTMENTS AND SECURITIES SOLD SHORT

                               December 31, 2005

<TABLE>
<CAPTION>
                                                              Par
                                                            (000's)     Value
                                                            -------  ------------
   <S>                                             <C>      <C>      <C>
   INVESTMENTS
   U.S. GOVERNMENT SECURITIES                      53.39%
   U.S. TREASURY BONDS -- 28.52%
      U.S. Treasury Bond 6.125%, 11/15/27/(d)/..........    $17,500  $ 21,117,582
      U.S. Treasury Bond 6.375%, 8/15/27................     11,500    14,246,074
      U.S. Treasury Bond 7.50%, 11/15/16................     20,000    25,121,880
      U.S. Treasury Bond 8.75%, 5/15/17.................     22,000    30,210,466
      U.S. Treasury Bond 8.875%, 2/15/19................     15,000    21,330,465
      U.S. Treasury Bond 9.25%, 2/15/16.................     20,000    27,716,400
                                                                     ------------
                                                                      139,742,867
                                                                     ------------
   U.S. TREASURY NOTES -- 24.87%
      U.S. Treasury Inflation Indexed Note 1.625%,
        1/15/15/(f)/....................................     27,000    27,132,852
      U.S. Treasury Note 3%, 2/15/08....................     38,000    36,929,768
      U.S. Treasury Note 3.50%, 11/15/06................     40,000    39,685,920
      U.S. Treasury Note 4%, 11/15/12...................     18,500    18,101,824
                                                                     ------------
                                                                      121,850,364
                                                                     ------------
          Total U.S. Government Securities (Identified Cost
            $261,218,332)....................................         261,593,231
                                                                     ------------
   AGENCY NON-MORTGAGE BACKED SECURITIES            5.23%
      FNMA 3.15%, 5/28/08...............................     26,570    25,625,171
                                                                     ------------
          Total Agency Non-Mortgage Backed
            Securities (Identified Cost $26,633,529).........          25,625,171
                                                                     ------------
</TABLE>

                       See notes to financial statements

                                      9

<PAGE>


<TABLE>
<CAPTION>
                                                        Number of
                                                         Shares      Value
                                                        --------- -----------
   <S>                                           <C>    <C>       <C>
   DOMESTIC COMMON STOCKS                        30.38%
   CONSUMER DISCRETIONARY -- 1.97%
      Comcast Corp. Class A/(b)/....................      44,000  $ 1,142,240
      McDonald's Corp...............................      92,000    3,102,240
      NIKE, Inc. Class B............................      30,000    2,603,700
      Omnicom Group, Inc............................      12,000    1,021,560
      Viacom, Inc. Class B..........................      54,000    1,760,400
                                                                  -----------
                                                                    9,630,140
                                                                  -----------
   CONSUMER STAPLES -- 3.71%
      Archer Daniels Midland Co.....................     124,000    3,057,840
      Costco Wholesale Corp.........................      57,000    2,819,790
      Kimberly-Clark Corp...........................      64,000    3,817,600
      PepsiCo, Inc..................................      57,000    3,367,560
      Procter & Gamble Co...........................      64,000    3,704,320
      Ralcorp Holdings, Inc.........................      36,000    1,436,760
                                                                  -----------
                                                                   18,203,870
                                                                  -----------
   ENERGY -- 2.53%
      Burlington Resources, Inc.....................      31,000    2,672,200
      ConocoPhillps.................................      49,000    2,850,820
      Halliburton Co................................      42,000    2,602,320
      Occidental Petroleum Corp.....................      38,000    3,035,440
      Valero Energy Corp............................      24,400    1,259,040
                                                                  -----------
                                                                   12,419,820
                                                                  -----------
   FINANCIALS -- 8.40%
      Allstate Corp.................................      83,000    4,487,810
      Bank of America Corp./(d)/....................     100,000    4,615,000
      Goldman Sachs Group, Inc......................      21,000    2,681,910
      Huntington Bancshares, Inc....................     186,000    4,417,500
      Merrill Lynch & Co., Inc......................      43,000    2,912,390
      Morgan Stanley................................      66,000    3,744,840
      National City Corp............................      95,000    3,189,150
      New York Community Bancorp, Inc...............     209,000    3,452,680
      PNC Financial Services Group, Inc.............      60,000    3,709,800
      Wachovia Corp.................................      80,000    4,228,800
      Wells Fargo & Co..............................      59,000    3,706,970
                                                                  -----------
                                                                   41,146,850
                                                                  -----------
   HEALTH CARE -- 4.44%
      Amgen, Inc./(b)/..............................      34,000    2,681,240
      Bard (C.R.), Inc..............................      25,000    1,648,000
      Bristol-Myers Squibb Co.......................     192,000    4,412,160
      Gilead Sciences, Inc./(b)/....................      51,000    2,684,130
</TABLE>

                       See notes to financial statements

                                      10

<PAGE>


<TABLE>
<CAPTION>
                                                           Number of
                                                            Shares       Value
                                                           ---------  ------------
   <S>                                             <C>     <C>        <C>
   HEALTH CARE (CONTINUED)
      Merck & Co., Inc.................................     140,000   $  4,453,400
      Pfizer, Inc......................................     135,000      3,148,200
      UnitedHealth Group, Inc..........................      44,000      2,734,160
                                                                      ------------
                                                                        21,761,290
                                                                      ------------
   INDUSTRIALS -- 3.35%
      AMR Corp. /(b)/..................................     114,000      2,534,220
      Boeing Co. (The).................................      41,000      2,879,840
      Continental Airlines, Inc. Class B/(b)/..........     144,000      3,067,200
      General Electric Co..............................      90,000      3,154,500
      L-3 Communication Holdings, Inc./(d)/............      21,000      1,561,350
      Norfolk Southern Corp............................      72,000      3,227,760
                                                                      ------------
                                                                        16,424,870
                                                                      ------------
   INFORMATION TECHNOLOGY -- 4.75%
      Cisco Systems, Inc./(b)/.........................     118,000      2,020,160
      Dell, Inc./(b)/..................................      73,000      2,189,270
      EMC Corp./(b)/...................................     190,000      2,587,800
      Hewlett-Packard Co...............................     103,000      2,948,890
      Intel Corp.......................................     126,000      3,144,960
      International Business Machines Corp.............      32,000      2,630,400
      Microsoft Corp...................................     108,000      2,824,200
      QUALCOMM, Inc....................................      58,000      2,498,640
      VeriSign, Inc./(b)/..............................     111,000      2,433,120
                                                                      ------------
                                                                        23,277,440
                                                                      ------------
   MATERIALS -- 1.23%
      Dow Chemical Co./(d)/............................      96,000      4,206,720
      Freeport-McMoRan Copper & Gold, Inc. Class B.....      34,000      1,829,200
                                                                      ------------
                                                                         6,035,920
                                                                      ------------
          Total Domestic Common Stocks (Identified Cost
            $130,266,262).....................................         148,900,200
                                                                      ------------
   FOREIGN COMMON STOCKS/(c)/                      3.70%
   CONSUMER DISCRETIONARY -- 1.02%
      Honda Motor Co. Ltd. ADR (Japan)/(d)/............      80,000      2,317,600
      Sony Corp. ADR (Japan)...........................      66,000      2,692,800
                                                                      ------------
                                                                         5,010,400
                                                                      ------------
   FINANCIALS -- 0.71%
      Deutsche Bank AG (Germany).......................      36,000      3,487,320
                                                                      ------------
   HEALTH CARE -- 0.58%
      Sanofi-Aventis ADR (France)......................      64,000      2,809,600
                                                                      ------------
</TABLE>

                       See notes to financial statements

                                      11

<PAGE>


<TABLE>
<CAPTION>
                                                        Number of
                                                         Shares          Value
                                                        ---------  ------------
<S>                                             <C>     <C>        <C>
INFORMATION TECHNOLOGY -- 1.39%
   Amdocs Ltd. (United States)/(b)/.................      97,000   $  2,667,500
   Nokia OYJ ADR (Finland)..........................     227,000      4,154,100
                                                                   ------------
                                                                      6,821,600
                                                                   ------------
       Total Foreign Common Stocks (Identified Cost
         $15,392,123)......................................          18,128,920
                                                                   ------------
EXCHANGE TRADED FUNDS                           1.63%
   iShares MSCI Japan Index Fund....................     240,000      3,244,800
   NASDAQ-100 Shares................................     117,000      4,729,140
                                                                   ------------
       Total Exchange Traded Funds (Identified Cost
         $7,250,585).......................................           7,973,940
                                                                   ------------
       Total Long Term Investments -- 94.33% (Identified
         Cost $440,760,831)................................         462,221,462
                                                                   ------------

                                                           Par
                                                         (000's)
                                                        ---------
SHORT-TERM INVESTMENTS                          5.08%
COMMERCIAL PAPER/(e)/ -- 5.08%
   BMW US Capital Corp. 4.10%, 1/3/06...............    $ 10,000      9,997,722
   Estee Lauder 4.12%, 1/3/06.......................       4,900      4,898,879
   Rabobank USA 4.13%, 1/3/06.......................      10,000      9,997,708
                                                                   ------------
       Total Commercial Paper (Identified Cost $24,894,309)          24,894,309
                                                                   ------------
       Total Short-Term Investments (Identified Cost
         $24,894,309)......................................          24,894,309
                                                                   ------------
       Total Investments (Identified Cost $465,655,140) --
         99.41%............................................         487,115,771/(a)/
       Securities Sold Short (Proceeds $11,159,598) --
         (2.95)%...........................................         (14,447,010)
       Other Assets Less Liabilities -- 3.54%..............          17,357,963
                                                                   ------------
       Net Assets -- 100.00%...............................        $490,026,724
                                                                   ============
</TABLE>

- --------
 (a) Federal Tax information: Net unrealized appreciation of investment
     securities is comprised of gross appreciation of $28,932,584 and gross
     depreciation of $10,660,873 for federal income tax purposes. At December
     31, 2005, the aggregate cost of securities for federal income tax purposes
     was $468,844,060.
 (b) Non-income producing.
 (c) Foreign common stocks are determined based on the country in which the
     security is issued. The country of risk is determined based on criteria in
     Note 2F "Foreign security country determination" in the Notes to Financial
     Statements.
 (d) Position, or a portion thereof, has been segregated to collateralize
     securities sold short.
 (e) The rate shown is the discount rate.
 (f) Principal amount is adjusted daily pursuant to the change in the Consumer
     Price Index.
 (g) Table excludes short-term investments.

                       See notes to financial statements

                                      12

<PAGE>


<TABLE>
<CAPTION>
                                                     Number of
                                                      Shares        Value
                                                     --------- -----------
 <S>                                           <C>   <C>       <C>
 SECURITIES SOLD SHORT
 DOMESTIC COMMON STOCKS                        1.75%
 CONSUMER DISCRETIONARY -- 0.95%
    Wendy's International, Inc...................     84,000   $ 4,641,840
 MATERIALS -- 0.80%
    Nucor Corp...................................     58,000     3,869,760
                                                               -----------
        Total Domestic Common Stocks (Proceeds $5,717,701)       8,511,600
                                                               -----------
 EXCHANGE TRADED FUNDS                         1.20%
    iShares Russell 2000 Index Fund..............     89,000     5,935,410
                                                               -----------
        Total Exchange Traded Funds (Proceeds $5,441,897)        5,935,410
                                                               -----------
        Total Securities Sold Short (Proceeds $11,159,598)     $14,447,010/(h)/
                                                               ===========
</TABLE>

- --------
 (h) Federal Tax information: Net unrealized depreciation of securities sold
     short is comprised of gross appreciation of $0 and gross depreciation of
     $3,287,412 for federal income tax purposes. At December 31, 2005, the
     aggregate proceeds of securities sold short for federal income tax
     purposes was ($11,159,598).

                       See notes to financial statements

                                      13

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

                      STATEMENT OF ASSETS AND LIABILITIES

                               December 31, 2005

<TABLE>
   <S>                                                          <C>
   ASSETS
      Investments, at value (Identified cost $465,655,140)..... $487,115,771
      Cash.....................................................       17,152
      Deposits with broker for securities sold short...........   14,573,230
      Interest receivable......................................    3,096,861
      Dividends receivable.....................................      275,245
      Prepaid expenses.........................................       74,260
      Tax reclaims receivable..................................        4,700
                                                                ------------
          Total Assets.........................................  505,157,219
                                                                ------------
   LIABILITIES
      Securities sold short, at value (Proceeds $11,159,598)...   14,447,010
      Accrued advisory fees (Note 4)...........................      290,951
      Accrued administration fees (Note 4).....................       54,034
      Accrued directors fees...................................       39,000
      Dividends on short sales.................................       37,700
      Other accrued expenses...................................      261,800
                                                                ------------
          Total Liabilities....................................   15,130,495
                                                                ------------
   NET ASSETS                                                   $490,026,724
                                                                ============
   NET ASSET VALUE PER SHARE
      ($490,026,724 / 92,891,488 shares outstanding -- Note 6). $       5.28
                                                                ============

   Net Assets Consist of:
      Capital paid-in.......................................... $498,685,054
      Undistributed net investment income......................    1,093,308
      Accumulated net realized loss on investments.............  (27,924,857)
      Net unrealized appreciation on investments...............   21,460,631
      Net unrealized depreciation on securities sold short.....   (3,287,412)
                                                                ------------
   Net Assets                                                   $490,026,724
                                                                ============
</TABLE>

                       See notes to financial statements

                                      14

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

                            STATEMENT OF OPERATIONS

                         Year Ended December 31, 2005

<TABLE>
<S>                                                                               <C>
INVESTMENT INCOME
   Income
       Interest.................................................................. $12,894,980
       Dividends (net of foreign withholding taxes of $30,397)...................   3,560,565
                                                                                  -----------
              Total Investment Income............................................  16,455,545
                                                                                  -----------
   Expenses
       Investment advisory fees..................................................   3,511,302
       Administrative fees.......................................................     652,099
       Transfer agent fees.......................................................     237,625
       Printing and postage fees.................................................     272,146
       Professional fees.........................................................     168,846
       Directors' fees and expenses..............................................     130,785
       Registration fees.........................................................      88,816
       Custodian fees............................................................      58,338
       Miscellaneous.............................................................     211,028
                                                                                  -----------
          Expenses prior to dividends on short sales.............................   5,330,985
       Dividends on short sales..................................................     207,336
                                                                                  -----------
              Total Expenses.....................................................   5,538,321
       Less custodian fees paid indirectly.......................................        (467)
                                                                                  -----------
              Net Expenses.......................................................   5,537,854
                                                                                  -----------
                 Net Investment Income (loss)....................................  10,917,691
                                                                                  -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   Net realized gain (loss) on:
       Investments...............................................................  16,773,412
       Short sales...............................................................    (541,012)
       Options...................................................................    (252,262)
       Foreign currency transactions.............................................          25
   Net change in unrealized appreciation (depreciation) on:
       Investments...............................................................  (6,250,524)
       Short sales...............................................................  (2,466,185)
       Foreign currency translation..............................................        (279)
                                                                                  -----------
          Net realized and unrealized gain (loss)................................   7,263,175
                                                                                  -----------
          Net increase (decrease) in net assets resulting from operations........ $18,180,866
                                                                                  ===========
</TABLE>

                       See notes to financial statements

                                      15

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

                      STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                          Year Ended        Year Ended
                                                                       December 31, 2005 December 31, 2004
                                                                       ----------------- -----------------
<S>                                                                    <C>               <C>
INCREASE (DECREASE) IN NET ASSETS
   Operations
       Net investment income (loss)...................................   $ 10,917,691      $ 11,106,848
       Net realized gain (loss).......................................     15,980,163        12,190,022
       Net change in unrealized appreciation (depreciation)...........     (8,716,988)        4,985,380
                                                                         ------------      ------------
          Net increase (decrease) in net assets resulting from
            operations................................................     18,180,866        28,282,250
                                                                         ------------      ------------
   Dividends and distributions to shareholders from
       Net investment income..........................................    (14,086,185)      (13,079,252)
       Net realized short-term gains..................................    (13,822,268)       (8,607,364)
       Tax return of capital..........................................    (22,346,347)      (10,182,121)
                                                                         ------------      ------------
          Total dividends and distributions to shareholders...........    (50,254,800)      (31,868,737)
                                                                         ------------      ------------
          Net increase (decrease) in net assets.......................    (32,073,934)       (3,586,487)
NET ASSETS
   Beginning of period................................................    522,100,658       525,687,145
                                                                         ------------      ------------
   End of period (including undistributed net investment
     income of $1,093,308 and $1,811,178, respectively)...............   $490,026,724      $522,100,658
                                                                         ============      ============
</TABLE>


                       See notes to financial statements

                                      16

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

                             FINANCIAL HIGHLIGHTS

         (Selected data for a share outstanding throughout each year)


<TABLE>
<CAPTION>
                                                                                    Year Ended December 31,
                                                                      ---------------------------------------------------
                                                                         2005      2004       2003       2002    2001/(3)/
                                                                      --------   --------  --------   --------   --------
<S>                                                                   <C>        <C>       <C>        <C>        <C>
Per Share Data
Net asset value, beginning of period................................. $   5.62   $   5.70  $   5.81   $   6.63   $   7.48
                                                                      --------   --------  --------   --------   --------
Income from Investment Operations
   Net investment income (loss)/(4)/.................................     0.12       0.12      0.09       0.15       0.18
   Net realized and unrealized gains (losses)........................     0.08       0.18      0.27      (0.35)     (0.32)
                                                                      --------   --------  --------   --------   --------
Total from investment operations.....................................     0.20       0.30      0.36      (0.20)     (0.14)
                                                                      --------   --------  --------   --------   --------
Anti-dilutive effect of share repurchase program.....................       --         --        --         --         --
                                                                      --------   --------  --------   --------   --------
Dividends and Distributions
   Dividends from net investment income..............................    (0.15)     (0.14)    (0.12)     (0.17)     (0.22)
   Distributions from net realized gains.............................    (0.15)     (0.09)       --         --         --
   Tax return of capital.............................................    (0.24)     (0.11)    (0.35)     (0.45)     (0.49)
   Dilutive effect of common stock distributions.....................       --      (0.04)       --         --         --
                                                                      --------   --------  --------   --------   --------
   Total dividends and distributions.................................    (0.54)     (0.38)    (0.47)     (0.62)     (0.71)
                                                                      --------   --------  --------   --------   --------
   Change in net asset value.........................................    (0.34)     (0.08)    (0.11)     (0.82)     (0.85)
                                                                      --------   --------  --------   --------   --------
   Net asset value, end of period.................................... $   5.28   $   5.62  $   5.70   $   5.81   $   6.63
                                                                      ========   ========  ========   ========   ========
   Market value, end of period/(1)/.................................. $   4.70   $   5.35  $   5.01   $   5.49   $   7.05
                                                                      ========   ========  ========   ========   ========
Total investment return/(2)/.........................................    (2.54)%    14.89%    (0.40)%   (14.06)%    18.73%
                                                                      ========   ========  ========   ========   ========
Ratios/Supplemental Data:
Net assets, end of period (in thousands)............................. $490,027   $522,101  $525,687   $532,763   $601,655
Ratio of expenses to average net assets (excluding dividends on short
 sales)..............................................................     1.06%      1.28%     1.03%      0.99%      1.04%
Ratio of expenses to average net assets (including dividends on short
 sales)..............................................................     1.10%      1.31%     1.06%      0.99%      1.04%
Ratio of net investment income to average net assets.................     2.18%      2.13%     1.66%      2.37%      2.51%
Portfolio turnover rate..............................................     74.6%      75.8%     94.1%      90.8%      86.3%
</TABLE>
- --------
(1)Closing Price -- New York Stock Exchange.
(2)Total investment return is calculated assuming a purchase of a share of the
   Fund's common stock at the opening NYSE share price on the first business
   day and a sale at the closing NYSE share price on the last business day of
   each period reported. Dividends and distributions, if any, are assumed for
   the purpose 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 years. 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.
<TABLE>
         <S>                                                   <C>
         Decrease net investment income....................... $(0.02)
         Increase net realized and unrealized gains and losses $ 0.02
         Decrease ratio of net investment income..............  (0.23)%
</TABLE>
(4)Computed using average shares outstanding.

                       See notes to financial statements

                                      17

<PAGE>


                       THE ZWEIG TOTAL RETURN FUND, INC.

                         NOTES TO FINANCIAL STATEMENTS

                               December 31, 2005

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 principles
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 in
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 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 may be 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.

                                      18

<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 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, 2005, the Fund increased undistributed net investment income by
$2,450,624, decreased the accumulated net realized loss by $11,728,393 and
decreased capital paid in on shares of beneficial interest by $14,179,017.

   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 $27,780,456 of capital loss carryovers, $23,005,530 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, 2005, the Fund utilized losses
deferred in prior years of $13,730,924. The Fund may not realize the benefit 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.

  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

                                      19

<PAGE>


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. 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 the greatest percentage of company
revenue is generated.

  G. 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.

   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, 2005 were
as follows:

<TABLE>
<CAPTION>
                                                           Number of Premiums
                                                           Contracts Received
                                                           --------- --------
  <S>                                                      <C>       <C>
     Option contracts outstanding at December 31, 2004....     --    $     --
     Option contracts written.............................    321      57,773
     Option contracts sold................................     --          --
     Option contracts exercised...........................   (120)    (51,240)
     Option contracts expired.............................   (201)     (6,533)
                                                             ----    --------
     Option contracts outstanding as of December 31, 2005.     --          --
                                                             ====    ========
</TABLE>

  H. 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 pro-

                                      20

<PAGE>


ceeds 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, and any realized loss increased, by the amount
of transaction costs. On ex-dividend date, dividends on short sales are
recorded as an expense to the Fund. At December 31, 2005, the value of
securities sold short amounted to $14,447,010 against which collateral of
$26,222,378 was held. The collateral includes the deposits with the 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.

NOTE 3 -- PURCHASES AND SALES OF SECURITIES:

   Purchases and sales of securities (excluding U.S. Government and agency
securities, options, and short-term securities) for the period ended
December 31, 2005, were as follows:

<TABLE>
                 <S>                                <C>
                    Purchases...................... $81,266,682
                    Sales..........................  88,961,671
                    Short sales....................  14,123,260
                    Purchases to cover short sales.   8,943,777
</TABLE>

   Purchases and sales of long-term U.S. Government and agency securities for
the period ended December 31, 2005, were as follows:

<TABLE>
                 <S>                               <C>
                    Purchases..................... $268,083,323
                    Sales.........................  245,387,034
</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, 2005, the Fund incurred
advisory fees of $3,511,302.

   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

                                      21

<PAGE>


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, 2005, the Fund incurred
Administration fees of $652,099. Effective March 1, 2006, the Administration
fee will be reduced to a rate of 0.065% of the Fund's average daily net assets.

   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.

NOTE 5 -- INDEMNIFICATIONS

   Under the Fund's organizational documents, its directors and officers are
indemnified against certain liabilities arising out of the performance of their
duties to the Fund. In addition, the Fund enters into contracts that contain a
variety of indemnifications. The Fund's maximum exposure under these
arrangements is unknown. However, the Fund has not had prior claims or losses
pursuant to these contracts and expects the risk of loss to be remote.

NOTE 6 -- CAPITAL STOCK AND REINVESTMENT PLAN

   At December 31, 2005, 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.

   Registered shareholders may elect to have all distributions paid by check
mailed directly to the shareholder by Computershare 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 Computershare, as the Plan agent, in whole or fractional shares
of the Fund, as the case may be. During the year ended December 31, 2005, and
the year ended December 31, 2004, there were no shares issued pursuant to the
Plan.

   On December 19, 2005, the Fund announced a distribution of $0.044 per share
to shareholders of record on December 30, 2005. This distribution has an
ex-dividend date of January 4, 2006, and is payable on January 10, 2006.

NOTE 7 -- 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 the 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.

                                      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 12/31/2005...........      4.5%      $5.28    $ 4.7000     (11.0%)
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>

                           CERTIFICATION (Unaudited)

   In accordance with the requirements of the Sarbanes-Oxley Act, the Fund's
CEO (the President of the Fund) and CFO (the Treasurer of the Fund) 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.

                          TAX INFORMATION (Unaudited)

   For the fiscal year ended December 31, 2005, for federal income tax
purposes, 13.1% 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, 2005, the Fund hereby designates
13.5%, 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.

                                      23

<PAGE>


[LOGO] PRICEWATERHOUSECOOPERS

            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, 2005 and the
results of its operations, the changes in its net assets and its financial
highlights for 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, 2005 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCooper LLP
Boston, Massachusetts
February 16, 2006

                                      24

<PAGE>


                        SUPPLEMENTARY PROXY INFORMATION

   The Annual Meeting of Shareholders of The Zweig Total Return Fund, Inc. was
held on May 10, 2005. The meeting was held for the purpose of electing two (2)
nominees to the Board of Directors.

   The results of the above matters were as follows:

<TABLE>
<CAPTION>
                                        Votes   Votes
            Directors       Votes For  Against Withheld  Abstentions
            ---------       ---------- ------- --------- -----------
            <S>             <C>        <C>     <C>       <C>
            Wendy Luscombe. 81,411,916   N/A   4,985,904     N/A
            R. Keith Walton 81,334,330   N/A   5,063,490     N/A
</TABLE>
   Based on the foregoing, Wendy Luscombe and R. Keith Walton were re-elected
as Directors. The Fund's other Directors who continue in office are Charles H.
Brunie, Daniel T. Geraci, Alden C. Olson, Ph.D. and James B. Rogers, Jr.

                                      25

<PAGE>


                                FUND MANAGEMENT

   Information pertaining to the Directors and officers of the Fund as of
December 31, 2005 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.

                            DISINTERESTED DIRECTORS

<TABLE>
<CAPTION>
                                        Number of
                                       Portfolios
                                         in Fund
                      Term of Office     Complex
Name, Address, and    and Length of    Overseen by                Principal Occupation(s)
Date of Birth          Time Served      Director      During Past 5 Years and Other Directorships Held
- ------------------   ----------------- ----------- -------------------------------------------------------
<S>                  <C>               <C>         <C>
Charles H. Brunie... Term: Until 2006.      2      Director of The Zweig Fund, Inc. (since 1998);
Brunie Associates    Served since:                 Chairman, Brunie Associates (investments) (since
600 Third Avenue,    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 2008.      2      Director of The Zweig Fund, Inc. (since 2002);
480 Churchtown Road  Served since:                 Principal, WKL Associates, Inc. (real estate
Craryville, NY 12521 2002.                         investment management) (since 1994). Fellow, Royal
DOB: 10/29/51                                      Institution 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), Trustee,
                                                   Acadia Realty Trust (since 2006).

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

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

                                      26

<PAGE>


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

                                        Number of
                                       Portfolios
                                         in Fund
                      Term of Office     Complex
Name, Address, and     and Length of   Overseen by                 Principal Occupation(s)
Date of Birth           Time Served     Director       During Past 5 Years and Other Directorships Held
- ------------------   ----------------- ----------- ---------------------------------------------------------
R. Keith Walton..... Term: Until 2008.      2      Director of the Zweig Fund, Inc. (since 2004). Executive
15 Claremont Avenue  Served since:                 Vice President (since 2004), Secretary (since 1996) of
New York, NY 10027   2004.                         the University at Columbia University. Director (since
DOB: 9/28/64                                       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). Member, Steering Committee, Association for a
                                                   Better New York (since 2001). Trustee, The Trinity
                                                   School, NYC (since 2003). Nominating and Governance
                                                   Committee Board of Directors (since 2004), Member
                                                   (since 1997), Nominations and Governance Committee
                                                   (since 2004), 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). The Riverside Church Finance
                                                   Committee Chair (2001-2005).

                                            INTERESTED DIRECTOR

                      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 2007.      2      Director, Chief Executive Officer and President of the
10 Stonemeadow Drive Served since:                 Zweig Fund, Inc. (since 2004). Executive Vice
Westwood, MA 02090   2004.                         President, Asset Management, The Phoenix Companies,
DOB: 6/12/57         Director, Chief               Inc. (wealth management) (since 2003). President and
                     Executive                     Chief Executive Officer, Phoenix Investment Partners,
                     Officer and                   Ltd. (since 2003). President certain Funds within the
                     President                     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
                                                   Investments Institutional Services (Boston) (1998-2000),
                                                   Executive Vice President of Distribution and Marketing
                                                   for Fidelity Canada (1996-1998), Fidelity Investments.
</TABLE>

                                      27

<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...... Chief            Chief Compliance Officer and Vice President of The
900 Third Avenue   Compliance       Zweig Fund, Inc. (since 2004). President and Director of
New York, NY 10022 Officer and Vice Watermark Securities, Inc. (since 1991). Secretary of
DOB: 9/23/45       President        Phoenix-Zweig Trust (1989-2003). Secretary of Phoenix-
                   since: 2004.     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 Funds Complex (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
New York, NY 10022                  (since 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).

Kevin J. Carr..... Chief Legal      Chief Legal Officer and Secretary of The Zweig Total
One American Row   Officer and      Return Fund, Inc. (since 2005). Vice President and
Hartford, CT 06102 Secretary        Counsel, Phoenix Life Insurance Company (since 2005).
DOB: 8/3/54        since: 2005.     Vice President, Counsel, Chief Legal Officer and
                                    Secretary, certain Funds within Phoenix Fund Complex
                                    (since 2005). Compliance Officer of Investments and
                                    Counsel, Travelers Life and Annuity Company (January
                                    2005-May 2005). Assistant General Counsel, The
                                    Hartford Financial Services Group (1999-2005).
</TABLE>

                                      28

<PAGE>


                                KEY INFORMATION

Zweig Shareholder Relations: 1-800-272-2700
   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.

                           REPURCHASE OF SECURITIES

   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.

                     PROXY VOTING INFORMATION (FORM N-PX)

   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, along with
information regarding how the Fund voted proxies during the most recent
12-month period ended June 30, 2005, free of charge, by calling toll-free
1-800-243-1574. This information is also available through the Securities and
Exchange Commission's website at http://www.sec.gov.

                             FORM N-Q INFORMATION

   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. Form N-Q is available on the SEC's website at
http://www.sec.gov. 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 by calling toll-free 1-800-SEC-0330.

                                      29

<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 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 $32,000 for
       2005 and $38,000 for 2004.

<PAGE>

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 $1,000 for 2005 and $0 for 2004. This represents the review of
       the semi-annual report.

Tax Fees

   (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 $6,350 for 2005 and $7,450
       for 2004.

       "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 2005 and $0 for 2004.

(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
       non-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)100% for 2005; 100% for 2004

              (c)100% for 2005; 100% for 2004

              (d)Not applicable for 2005; not applicable for 2004.

   (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 $892,561 for 2005 and $1,877,791.

   (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: Audit Committee Members 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.

    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.

<PAGE>

    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.

    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.

<PAGE>

    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 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,

<PAGE>

       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 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.

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

<PAGE>

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

(a)(1) Identification of Portfolio Manager(s) or Management Team Members and
       Description of Role of Portfolio Manager(s) or Management Team Members

       Following are the names, titles and length of service of the person or
       persons employed by or associated with the registrant or an investment
       adviser of the registrant who are primarily responsible for the
       day-to-day management of the registrant's portfolio ("Portfolio
       Manager") and each Portfolio Manager's business experience during the
       past 5 years as of March 8, 2006: Carlton Neel and David Dickerson have
       served as Co-Portfolio Managers of The Zweig Total Return Fund, Inc., a
       closed-end fund managed by Phoenix/Zweig Advisers LLC (the "Fund") since
       April 1, 2003. Mr. Neel and Mr. Dickerson are Senior Vice Presidents of
       Phoenix/Zweig Advisers LLC ("PZA") and Euclid Advisors, LLC, a
       subsidiary of PZA. Mr. Neel and Mr. Dickerson were previously employed
       by PZA and managed the Phoenix Market Neutral Fund from April 2000
       through June 2002. Since April 1, 2003, they have served as Portfolio
       Managers for The Zweig Fund, Inc., a closed-end fund managed by PZA, and
       as Portfolio Managers for the Phoenix Small-Cap Value Fund and Phoenix
       Market Neutral Fund, two funds also managed by PZA. For the period from
       July 2002 until returning to PZA on April 1, 2003, Mr. Neel and
       Mr. Dickerson co-founded and managed a hedge fund based on the same
       market neutral strategy used previously while managing certain of the
       funds which they manage.

       Mr. Neel previously served as Senior Portfolio Manager for a number of
       the former Phoenix-Zweig mutual funds from 1995 until July 2002. Prior
       to joining the Zweig Companies, he was a Vice President with J.P.
       Morgan & Co.

       Mr. Dickerson began his investment career at the Zweig Companies in 1993.

(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member
       and Potential Conflicts of Interest

       Other Accounts Managed by Portfolio Manager(s) or Management Team Member

       The following information is provided as of the fiscal year ended
       December 31, 2005.

       Mr. Neel and Mr. Dickerson are responsible for the day-to-day management
       of other portfolios of other accounts, namely The Zweig Fund, Inc.,
       Phoenix Small-Cap Value Fund and Phoenix Market Neutral Fund. For both
       Mr. Neel and Mr. Dickerson, the following are tables which provide the
       number of other accounts managed within the Type of Accounts and the
       Total Assets for each Type of Account. Also provided for each Type of
       Account is the number of accounts and the total assets in the accounts
       with respect to which the advisory fee is based on the performance of
       the account.

<TABLE>
<CAPTION>
                                                                                    Number of    Total Assets in
                                                                                 Accounts where  Accounts where
Name of Portfolio                                   Total Number of              Advisory Fee is Advisory Fee is
Manager or Team                                        Accounts                     Based on        Based on
Member                     Type of Accounts             Managed     Total Assets   Performance     Performance
- -------------------  -----------------------------  --------------- ------------ --------------- ---------------
<S>                  <C>                            <C>             <C>          <C>             <C>
David Dickerson      Registered
                     Investment Companies:               3          $1.1 billion      None            None

                     Other Pooled Investment
                     Vehicles:                           None           None          None            None

                     Other Accounts:                     None           None          None            None
</TABLE>

<TABLE>
<CAPTION>
                                                                                    Number of    Total Assets in
                                                                                 Accounts where  Accounts where
Name of Portfolio                                   Total Number of              Advisory Fee is Advisory Fee is
Manager or Team                                        Accounts                     Based on        Based on
Member                     Type of Accounts             Managed     Total Assets   Performance     Performance
- -------------------  -----------------------------  --------------- ------------ --------------- ---------------
<S>                  <C>                            <C>             <C>          <C>             <C>

Carlton Neel         Registered Investment
                     Companies:                          3          $1.1 billion      None            None

                     Other Pooled Investment
                     Vehicles:                           None           None          None            None

                     Other Accounts:                     None           None          None            None
</TABLE>

<PAGE>

       Potential Conflicts of Interest

       There may be certain inherent conflicts of interest that arise in
       connection with the Mr. Neel's and Mr. Dickerson's management of each
       Fund's investments and the investments of any other accounts he manages.
       Such conflicts could arise from the aggregation of orders for all
       accounts managed by a particular portfolio manager, the allocation of
       purchases across all such accounts, the allocation of IPOs and any soft
       dollar arrangements that the Adviser may have in place that could
       benefit the Funds and/or such other accounts. The Board of
       Trustees/Directors has adopted on behalf of the Funds policies and
       procedures designed to address any such conflicts of interest to ensure
       that all transactions are executed in the best interest of the Funds'
       shareholders. The Advisers and Subadviser are required to certify their
       compliance with these procedures to the Board of Trustees on a quarterly
       basis. There have been no material compliance issues with respect to any
       of these policies and procedures during the Funds' most recent fiscal
       year ended December 31, 2005. Additionally, there are no material
       conflicts of interest between the investment strategy of a Fund and the
       investment strategy of other accounts managed by Mr. Neel and
       Mr. Dickerson since portfolio managers generally manage funds and other
       accounts having similar investment strategies.

(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members

       For the most recently completed fiscal year ended December 31, 2005,
       following is a description of Mr. Neel's and Mr. Dickerson's
       compensation structure as portfolio managers of PZA.

       Phoenix Investment Partners, Ltd. and its affiliated investment
       management firms (collectively, "PXP"), believe that the firm's
       compensation program is adequate and competitive to attract and retain
       high-caliber investment professionals. Investment professionals at PXP
       receive a competitive base salary (fixed compensation), an incentive
       bonus opportunity and a benefits package. Managing Directors and
       portfolio investment professionals who supervise and manage others also
       participate in a management incentive program reflecting their personal
       contribution and team performance. Highly compensated individuals can
       also take advantage of a long-term Incentive Compensation program to
       defer their compensation and reduce tax implications.

       The bonus package for portfolio managers is based upon how well the
       individual manager meets or exceeds assigned goals and subjective
       assessment of contribution to the team effort. Their incentive bonus
       also reflects a performance component for achieving and/or exceeding
       performance competitive with peers managing similar strategies. Such
       component is further adjusted to reward investment personnel for
       managing within the stated framework and for not taking unnecessary
       risks. This ensures that investment personnel will remain focused on

<PAGE>

       managing and acquiring securities that correspond to a fund's mandate
       and risk profile. It also avoids the temptation for portfolio managers
       to take on more risk and unnecessary exposure to chase performance for
       personal gain.

       Finally, Portfolio Managers and investment professionals may also
       receive The Phoenix Companies, Inc. ("PNX") stock options and/or be
       granted PNX restricted stock at the direction of the parent's Board of
       Directors.

       Following is a more detailed description of the compensation structure
       of the Fund's portfolio managers.

       Base Salary. Each Portfolio Manager is paid a fixed base salary, which
       is determined by PXP and is designed to be competitive in light of the
       individual's experience and responsibilities. PXP management uses
       compensation survey results of investment industry compensation
       conducted by an independent third party in evaluating competitive market
       compensation for its investment management professionals. Compensation
       is not based on the value of assets held in the Fund's portfolio.

       Incentive Bonus. Generally, the current Performance Incentive Plan for
       portfolio managers at PXP is made up of three components:

      (1) Seventy percent of the target incentive is based on achieving
          investment area investment goals and individual performance. The
          Investment Incentive pool will be established based on actual pre-tax
          investment performance compared with specific peer group or index
          measures established at the beginning of each calendar year.
          Performance of the funds managed is measured over one, three and
          five-year periods against specified benchmarks and/or peer groups for
          each fund managed. Performance of the PNX general account and growth
          of revenue, if applicable to a particular portfolio manager, is
          measured on a one-year basis. Generally, individual manager's
          participation is based on the performance of each fund/account
          managed as weighted roughly by total assets in each of those
          funds/accounts.

      (2) Fifteen percent of the target incentive is based on the profitability
          of the investment management division with which the portfolio
          manager is associated. This component of the plan is paid in
          restricted stock units of The Phoenix Companies, Inc., which vest
          over three years.

      (3) Fifteen percent of the target incentive is based on the portfolio
          manager's investment area's competencies and on individual
          performance. This pool is funded based on The Phoenix Companies,
          Inc.'s return on equity.

       The Performance Incentive Plan applicable to some portfolio managers may
       vary from the description above. For instance, plans applicable to
       certain portfolio managers (I) may specify different percentages of
       target incentive that is based on investment goals and individual
       performance and on The Phoenix Companies, Inc. return on equity,
       (ii) may not contain the component that is based on the profitability of
       the management division with which the portfolio manager is associated,
       or (iii) may contain a guarantee payout percentage of certain portions
       of the Performance Incentive Plan.

       Long-Term Incentive Bonus. Certain portfolio managers are eligible for a
       long-term incentive plan that is paid in restricted stock units of The
       Phoenix Companies, Inc. which vest over three years. Awards under this
       plan are contingent upon PNX achieving its cash return on equity
       objective, generally over a three-year period. Target award
       opportunities for eligible participants are determined by PNX's
       Compensation Committee.

<PAGE>

       Other Benefits. Portfolio managers are also eligible to participate in
       broad-based plans offered generally to the firm's employees, including
       broad-based retirement, 401(k), health and other employee benefit plans.

(a)(4)  Disclosure of Securities Ownership

       For the most recently completed fiscal year ended December 31, 2005,
       beneficial ownership of shares of the Fund by Messrs. Dickerson and Neel
       are as follows. Beneficial ownership was determined in accordance with
       rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (17 CFR
       240.161-1(a)(2)).

                                               Dollar ($)
                                              Range of Fund
                 Name of Portfolio               Shares
                    Manager or                Beneficially
                    Team Member                   Owned
                 -----------------      -------------------------
                  David Dickerson            $10,001-$50,000
                   Carlton Neel              $10,001-$50,000

(b)     Not applicable.

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

Not applicable.

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

There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR
240.14a-101), or this Item.

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 the evaluation of these

<PAGE>

       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.

    (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
                            and Chief Executive Officer
                            (principal executive officer)
Date March 9, 2006

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
                            and Chief Executive Officer
                            (principal executive officer)
Date March 9, 2006

By   (Signature and Title)* /s/ Nancy G. Curtiss
                            --------------------
                            Nancy G. Curtiss, Treasurer
                            (principal financial officer)
Date March 9, 2006

- --------
* Print the name and title of each signing officer under his or her signature.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.CODE ETH
<SEQUENCE>2
<FILENAME>dex99codeeth.txt
<DESCRIPTION>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 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

<PAGE>

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.

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.

<PAGE>

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 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.

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.

<PAGE>

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;

..   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

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

<PAGE>

..   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.

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.

<PAGE>

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 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.

<PAGE>

Commitment to Employees

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.

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.

<PAGE>

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 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.

<PAGE>

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 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;

..   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>CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY
<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;

    (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 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 9, 2006                       /s/ Daniel T. Geraci
                                          -----------------------------
                                          Daniel T. Geraci, President
                                          and Chief Executive Officer
                                          (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 G. 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 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 9, 2006                       /s/ Nancy G. Curtiss
                                          -----------------------------
                                          Nancy G. Curtiss, Treasurer
                                          (principal financial officer)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.906CERT
<SEQUENCE>4
<FILENAME>dex99906cert.txt
<DESCRIPTION>CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES OXLEY
<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 and Chief Executive Officer of The Zweig Total
Return Fund, Inc. (the "Registrant"), certify that:

    1. The Form N-CSR of the Registrant containing the financial statements
       (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 9, 2006                       /s/ Daniel T. Geraci
                                          -----------------------------
                                          Daniel T. Geraci, President
                                          and Chief Executive Officer
                                          (principal executive officer)

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

    1. The Form N-CSR of the Registrant containing the financial statements
       (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 9, 2006                       /s/ Nancy G. Curtiss
                                          -----------------------------
                                          Nancy G. Curtiss, Treasurer
                                          (principal financial officer)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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