<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>zweigTotalReturn77b.txt
<TEXT>


Report of Independent Registered Public Accounting Firm



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


In planning and performing our audit of the financial
statements of The Zweig Total Return Fund, Inc. hereafter
referred to as ("the Fund") as of and for the year ended
December 31, 2014, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered the Fund's internal control over financial
reporting, including controls over safeguarding securities, as
a basis for designing our auditing procedures for the purpose
of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of the
Fund's internal control over financial reporting.  Accordingly,
we do not express an opinion on the effectiveness of the Fund's
internal control over financial reporting.

The management of the Fund is responsible for establishing and
maintaining effective internal control over financial
reporting.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls.  A fund's internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles.  A fund's internal control over
financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the fund; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures of the fund are being made only in accordance with
authorizations of management and directors of the fund; and (3)
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of a
fund's assets that could have a material effect on the
financial statements.

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

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not allow
management or employees, in the normal course of performing
their assigned functions, to prevent or detect misstatements on
a timely basis.  A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of the Fund's annual or interim financial
statements will not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies
in internal control over financial reporting that might be
material weaknesses under standards established by the Public
Company Accounting Oversight Board (United States).  However,
we noted no deficiencies in the Fund's internal control over
financial reporting and its operation, including controls over
safeguarding securities, that we consider to be material
weaknesses as defined above as of December 31, 2014.

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






PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 2, 2015








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