Edgar Filing: ZWEIG TOTAL RETURN FUND INC

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, 31st Floor
New York, NY 10022-4728
(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 Counsel
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, 2007

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. (S) 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

February 1, 2008

Dear Fellow ZTR Shareholder:

The Zweig Total Return Fund's net asset value increased 2.56% for the
quarter ended December 31, 2007, including $0.126 in reinvested distributions.
During the same period, the Fund's Composite Index gained 0.20%, including
reinvested dividends. The Fund's overall exposure to the bond and equity
markets for the quarter was approximately 88%. As previously announced, the
Fund's distribution for the quarter was $0.041, payable on January 10, 2008 to
shareholders of record on December 31, 2007.

For the year ended December 31, 2007, the Fund's net asset value increased
7.93%, including $0.503 in reinvested distributions. Year-to-date taxable
distributions represent 28.1% from net investment income, 31.3% from ordinary
gains, and 40.6% from return of capital. During the same period, the Fund's
Composite Index gained 6.49%, including reinvested dividends. The Fund's
overall exposure to the bond and equity markets for the year was approximately
92%.

Sincerely,

/s/ George R. Aylward
George R. Aylward
President, Chairman and
Chief Executive Officer
The Zweig Total Return
Fund, Inc.

MARKET OVERVIEW AND OUTLOOK

The Fund's bond exposure on December 31, 2007 was 47%, with average duration
(a measure of interest rate sensitivity) of 5.0 years. This compares with bond
exposure of 48%, with average duration of 5.5 years, on September 30, 2007. If
we were fully invested, 50% of our portfolio would be in bonds and 50% in
stocks. Consequently, at 47%, we are at about 94% of a full position (47%/50%).

The U.S. Treasury bond market marched in different directions during the
first and second six months of 2007. The first half generally saw higher yields
and poor bond market performance (bond prices move in an opposite direction
from yields). Reversing course, the bond market staged a significant
second-half rally generated by the housing implosion, the subprime mortgage
meltdown and concerns about a possible recession.

With the exception of inflation data, bond-friendly economic news helped
Treasuries surge, with the benchmark 10-year Treasury note falling from a high
of 5.30% in mid-June to finish the year at 4.02%. The bond market's volatile
year reflected the weakness in jobs, retail sales, housing starts and other
economically-sensitive data. On balance, yields on Treasury bonds seemed to be
driven mostly by the softening economic outlook rather than by worries about
inflation. By the year-end, the Fed had cut the federal funds rate to 4.25%.
Anticipating further easing, Treasury bonds are reacting with lower rates.

During 2007, we made several adjustments in our bond portfolio, moving at
times from a high duration to a more neutral stance. Overall, our results were
favorable. Considering only the bond performance of the Fund, we outperformed
the Lipper Government Fund benchmark. Our current

Managed Distribution Plan: The Fund has a policy to distribute 10% of its net
asset value annually. Please see the inside back cover for more details.

bond model is slightly positive. However, given the recent volatility endured
by bond investors, we remain cautious and flexible, as always.

Our exposure to U.S. common stock was 40% on December 31, 2007 compared with
48% on September 30, 2007. At this level, we are at about 80% of a full
position (40%/50%).

Featuring wild swings in stock prices, the fourth quarter of 2007 was one
for the financial history books. On November 16, 2007, the Dow Jones Industrial
Average plummeted 237.44 points, taking it 10% below its October 9, 2007,
record high close of 14,164.53, a traditional definition of a correction. It
was a very short correction. Three days later, on November 28, the Dow soared
331.01 points, its biggest percentage gain in more than four years. That day
also marked the fifth straight day of 100-point- plus moves, up or down, for
the Dow.

Earlier, three days of losses culminating on November 9 together represented
the worst percentage decline in five years. After this whipsaw quarter, all the
major indexes lost ground for the final three months of the year. The Dow was
off 4.5%/1/, the S&P 500 Index was down 3.8%/1/ and the NASDAQ Composite Index
fell 3.0%/1/. However, when the roller-coaster finally came to a halt on
December 31, the Dow closed 6.4% higher for the year. The S&P 500 gained
3.5%/1/ and the NASDAQ climbed 9.8%/1/, its best annual showing since 2003.

For the fifth consecutive year, the world stock markets outperformed the
U.S. Excluding the U.S., the Dow Jones World Stock Index rose nearly 12%/1/ in
2007, with the gains mostly in the emerging and developing nations. China
soared 97% and Brazil, India, Indonesia and Turkey all scored over 40%. In
England, the FTSE increased only 3.8%/1/ while Japan's NIKKEI dropped 11%/1/.

Most of the domestic market troubles centered around the widening housing
slump and the slipover of its problematic subprime mortgage-backed securities
into the broader financial markets, creating a credit crunch. That one-two
punch had a huge impact. Its repercussions spread to the credit card companies,
retailers and other sectors of the economy. It hit earnings hard and caused
stocks to tumble.

The housing situation remains a mess. Marking the eighth consecutive monthly
decline, construction of new homes dropped 3.7% in November, to a seasonally
adjusted annual rate of 1.19 million units the lowest since 1991, according to
the Commerce Department. Indicating a further decline, new building permits
fell 1.5% in November, down 25% from a year earlier.

Because foreclosures are spreading in the housing market, large financial
institutions have taken multi-billion dollar writedowns on their portfolios of
subprime mortgages and their various derivatives. To balance their books,
financial companies have cut back on their lending practices and received huge
cash transfusions from foreign sources. The tightness in the credit markets is
damaging the overall economy. At this writing, it is hard to see any light in
the housing and credit tunnels.

With the economy wielding down and inflation heating up, the Fed is between
a rock and a hard place. If it continues to cut rates, it will only help the
banks and the economy at the margin in the short term. If it cuts too much, it
can weaken the dollar and exacerbate inflation.

Citing the "deterioration in financial world markets," the Fed cut its
benchmark short-term interest rate in December by 25 basis points to 4.25%.
Since the credit crunch erupted in August, the Fed has reduced the federal
funds rate by a full percentage point. Explaining its action, the Fed pointed
to "the intensification of the housing correction and some softening in
business and consumer spending." The Fed also noted that "elevated energy and
commodity prices among other factors may put upward pressure on inflation."
Stating that it would continue to monitor inflation developments carefully, the
Fed

promised that it "will act as needed to foster price stability and sustainable
economic growth."

Reflecting the weaker economy, the Institute for Supply Management reported
that its index of manufacturing activity fell to 47.7 in December from 50.8 in
November, its lowest reading since April 2003. A score below 50 indicates
industrial contraction. Stoking the fear of inflation, consumer prices rose
0.8% in November, the biggest monthly gain in two years and 4.3% above a year
ago. Producer prices jumped 3.2% in November, bringing the increase for the
past 12 months to 7.7%. These parallel moves have given investors concern about
stagflation, characterized by a slowing economy and rising inflation, bringing
worries about a possible recession.

A bright spot in the economy is the rise in U.S. exports. Helped by the weak
dollar, exports in October rose for the eighth consecutive month to a record
$141.7 billion, the Commerce Department reported. From August through October,
U.S. exports spurted 9.6% while imports inched up only 1.1%. Meanwhile, the
dollar ended the year 9.6% lower against the euro and 6.4% below the Japanese
yen, according to the Fed. Calculated against a group of 20 currencies, the
dollar lost 7.5% for the year.

There are negatives as well as positive factors in the climbing exports. On
the positive side, the export rise is keeping a lot of people at work in this
country. At the same time, the soft dollar is responsible for raising prices of
imported goods, fueling inflation. Overall, the increased exports are a plus
for the economy but we don't believe it's healthy for the dollar to continue to
decline.

When credit markets tightened, mergers and acquisitions world-wide declined.
Deals came to 10,027 in the fourth quarter against 11,082 in the third period,
according to Thomson Financial. Despite the sharp fall-off from August through
December, transactions in 2007 increased to $4.5 trillion, a jump of 24% from
2006. Total European volume of $1.8 trillion topped the U.S. for the first time
and beat the record of $1.7 trillion set by the U.S. in 2000. Last year the M&A
volume in the U.S. came to $1.6 trillion.

We don't expect a quick pickup in mergers and acquisitions. While we will
see some corporate takeovers of companies whose stock seems cheap, there will
be far fewer leveraged buyouts because of the difficulty in obtaining debt
financing. The credit crunch would have to ease a great deal before M&A
activity flourishes again.

With the emerging markets taking the lead, initial public offerings
worldwide were slightly more active in the second half of 2007, accounting for
54% of the year's offerings, according to Dealogic. Last year saw 1,317 deals
that raised $291.3 billion against 1,097 deals raising $241.6 billion in 2006.
While we have been getting IPO's, it will become harder to underwrite them if
the market declines. Nobody wants to buy IPO's in a really weak market.

Reflecting the blowouts in the housing and financial markets, earnings of
companies in the S&P 500 Index presented a mixed picture. Operating earnings
for the entire index in the fourth quarter are expected to fall 7.7% from the
2006 period, according to S&P. Excluding the financial sector, earnings of
companies in the index are expected to rise 11.6%. Following are the strongest
areas and their estimated gains: telecommunications 33%, healthcare 24%, and
information technology 23%.

As far as dividends are concerned, S&P reported that companies in its
500-Index paid a total of $246.6 billion last year, up 11.5% from 2006. The
per-share average reached a record $27.73 in 2007 and S&P forecast a further
increase of 9.3% in 2008. Eleven companies initiated a dividend payment in
2007, bringing the dividend paying total to 389 companies, a seven-year high.
Our guess is that dividend increases will slow down simply because earnings
will not be there to support them.

At the year-end, companies in the S&P 500 were trading at 19.0 times
earnings, according to

Barron's. This compares with 17.9 times earnings on September 30, 2007, and
18.2 times earnings on December 31, 2006. When the bull market began in October
2002, the P/E ratio was 27. Since World War II, the average P/E ratio is 16.1.
P/E ratios are higher because company earnings fell more than the prices of
their shares. While the year-end valuations may not be expensive, we don't see
many bargains out there at these levels.

Surprisingly, with all the market turmoil and talk of a possible recession,
advisors' sentiment remains bullish by a wide margin. As of December 31, 2007,
the Investor Intelligence survey of market advisors found 55% bullish and only
23% bearish. This compares with a reading of 56% bulls and 27% bears at the end
of the third quarter and 56% bulls and 20% bears at the close of 2006.

This excessive optimism by advisors certainly was not helpful for the
market. More realistic views were expressed by members of the American
Association of Individual Investors, who at the year-end stood at 25.7%, bulls
55.2% bears and 19.7% neutral. Since these readings, pessimism has definitely
gone up.

Sincerely,

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

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

PORTFOLIO COMPOSITION

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
conditions.

As of December 31, 2007, the Fund's leading equity sectors included
information technology, energy, industrials, consumer staples, and financials.
With the exception of financials, which replaced materials, all of the above
were in our previous listing. During the quarter we trimmed our positions in
information technology and consumer discretionary.

The Fund's top individual equity positions on December 31, 2007, included
Allstate, Altria Group, AT&T, ConocoPhillips, Freeport McMoRan, McDonalds,
Merck, Occidental Petroleum,
PepsiCo, and Verizon. New to this listing are Allstate, where we added to our
position; AT&T, where there was no change in shares held, and Occidental
Petroleum, where we reduced our holdings.

No longer in our top positions are Dow Chemical and Foster Wheeler, where we
trimmed our holdings, and PowerShares QQQ, which we eliminated.

Sincerely,

[SIGNATURE]

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

/1/ Return excludes reinvested dividends

The preceding information is the opinion of portfolio management. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts will be realized.
For definitions of indexes cited and certain investment terms used in this
report see the glossary on page 5.
As interest rates rise, bond prices fall. As such, this Fund's share value may
decline substantially and it is possible to lose a significant portion of your
principal when interest rates rise.

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.

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.

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

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.

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

S&P 500(R) Index: A 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.

THE ZWEIG TOTAL RETURN FUND, INC.
[CHART]

Sector Weightings 12/31/07
(as a percentage of total investments)

U.S. Government Securities 40%
Domestic Common Stocks 37%
Agency Non-Mortgage Backed Securities 4%
Foreign Common Stocks 1%
Exchange Traded Funds 1%
Other (includes short-term investments) 17%

SCHEDULE OF INVESTMENTS AND SECURITIES SOLD SHORT

December 31, 2007

Par
(000's) Value
------- ------------

INVESTMENTS
U.S. GOVERNMENT SECURITIES 42.51%
U.S. TREASURY BONDS -- 23.64%
U.S. Treasury Bond 9.25%, 2/15/16.................. $20,000 $ 27,304,680
U.S. Treasury Bond 7.50%, 11/15/16/(d)/............ 20,000 25,104,680
U.S. Treasury Bond 8.75%, 5/15/17/(d)/............. 22,000 29,930,318
U.S. Treasury Bond 8.875%, 2/15/19................. 15,000 21,094,920
U.S. Treasury Bond 6.125%, 11/15/27/(d)/........... 17,500 21,192,780
U.S. Treasury Bond 4.50%, 2/15/36/(d)/............. 10,000 10,050,780
------------
134,678,158
------------
U.S. TREASURY NOTES -- 18.87%
U.S. Treasury Inflation Indexed Note 1.625%,
1/15/15/(d)(h)/.................................. 27,000 29,659,474
U.S. Treasury Note 4%, 11/15/12/(d)(e)/............ 18,500 18,998,631
U.S. Treasury Note 3%, 2/15/08..................... 38,000 37,985,142
U.S. Treasury Note 4.50%, 2/15/16/(d)/............. 20,000 20,817,180
------------
107,460,427
------------
Total U.S. Government Securities (Identified
Cost $234,718,190)....................... 242,138,585
------------
AGENCY NON-MORTGAGE-BACKED SECURITIES 4.64%
FNMA 3.15%, 5/28/08................................ 26,570 26,418,338
------------
Total Agency Non-Mortgage-Backed
Securities (Identified Cost $26,581,157). 26,418,338
------------

Number of
Shares Value
--------- -----------

DOMESTIC COMMON STOCKS 39.21%
CONSUMER DISCRETIONARY -- 1.93%
McDonald's Corp............................... 97,000 $ 5,714,270
NIKE, Inc. Class B............................ 82,000 5,267,680
-----------
10,981,950
-----------
CONSUMER STAPLES -- 4.07%
Altria Group, Inc............................. 94,000 7,104,520
Bunge Ltd..................................... 40,000 4,656,400
Costco Wholesale Corp......................... 71,000 4,952,960
PepsiCo, Inc.................................. 85,000 6,451,500
-----------
23,165,380
-----------
ENERGY -- 6.13%
Chesapeake Energy Corp........................ 109,000 4,272,800
ConocoPhillips................................ 73,000 6,445,900
Halliburton Co................................ 127,000 4,814,570
Massey Energy Co.............................. 138,000 4,933,500
Occidental Petroleum Corp..................... 74,000 5,697,260
St. Mary Land & Exploration Co................ 109,000 4,208,490
Valero Energy Corp............................ 65,000 4,551,950
-----------
34,924,470
-----------
FINANCIALS -- 3.77%
Allstate Corp. (The).......................... 118,000 6,163,140
American International Group, Inc............. 85,000 4,955,500
Citigroup, Inc................................ 143,000 4,209,920
Goldman Sachs Group, Inc. (The)............... 12,000 2,580,600
Reinsurance Group of America, Inc............. 68,000 3,568,640
-----------
21,477,800
-----------
HEALTH CARE -- 3.54%
Bristol-Myers Squibb Co....................... 196,000 5,197,920
Gilead Sciences, Inc./(b)/.................... 86,000 3,956,860
Merck & Co., Inc.............................. 106,000 6,159,660
UnitedHealth Group, Inc....................... 83,000 4,830,600
-----------
20,145,040
-----------
INDUSTRIALS -- 6.47%
3M Co......................................... 17,000 $ 1,433,440
AMR Corp./(b)/................................ 171,000 2,399,130
Boeing Co. (The).............................. 61,000 5,335,060
Caterpillar, Inc.............................. 75,000 5,442,000
Continental Airlines, Inc. Class B/(b)(d)/.... 141,000 3,137,250
Foster Wheeler Ltd./(b)/...................... 27,000 4,185,540
General Electric Co........................... 145,000 5,375,150

See notes to financial statements

Number of
Shares Value
--------- ------------

INDUSTRIALS (CONTINUED)
L-3 Communications Holdings, Inc............... 43,000 $ 4,555,420
Union Pacific Corp............................. 40,000 5,024,800
------------
36,887,790
------------
INFORMATION TECHNOLOGY -- 7.80%
Ciena Corp./(b)(d)/............................ 112,000 3,820,320
Cisco Systems, Inc./(b)/....................... 160,000 4,331,200
Corning, Inc................................... 192,000 4,606,080
Dell, Inc./(b)(d)/............................. 144,000 3,529,440
EMC Corp./(b)/................................. 208,000 3,854,240
Hewlett-Packard Co............................. 98,000 4,947,040
International Business Machines Corp........... 51,000 5,513,100
Microsoft Corp................................. 143,000 5,090,800
National Semiconductor Corp.................... 166,000 3,758,240
QUALCOMM, Inc.................................. 127,000 4,997,450
------------
44,447,910
------------
MATERIALS -- 3.35%
Alcoa, Inc..................................... 151,000 5,519,050
Dow Chemical Co. (The)......................... 75,000 2,956,500
Freeport-McMoRan Copper & Gold, Inc. (Indonesia) 55,000 5,634,200
NuCor Corp..................................... 84,000 4,974,480
------------
19,084,230
------------
TELECOMMUNICATION SERVICES -- 2.15%
AT&T, Inc./(e)/................................ 146,000 6,067,760
Verizon Communications, Inc./(e)/.............. 142,000 6,203,980
------------
12,271,740
------------
Total Domestic Common Stocks (Identified Cost
$193,381,700)................................... 223,386,310
------------
FOREIGN COMMON STOCKS/(c)/ 1.46%
ENERGY -- 0.65%
Nabors Industries Ltd. (United States)/(b)(d)/. 136,000 3,725,040
------------
3,725,040
------------
INFORMATION TECHNOLOGY -- 0.81%
Nokia Oyj Sponsored ADR (Finland).............. 120,000 4,606,800
------------
4,606,800
------------
Total Foreign Common Stocks (Identified Cost
$6,545,878)..................................... 8,331,840
------------

See notes to financial statements

Number of
Shares Value
----------- ------------

EXCHANGE TRADED FUNDS 0.23%
PowerShares Deutsche Bank Agriculture Fund/(b)/... 40,000 $ 1,319,600
------------
Total Exchange Traded Funds (Identified Cost $1,283,206) 1,319,600
------------
Total Long Term Investments -- 88.05% (Identified Cost
$462,510,131)........................................ 501,594,673
------------
SHORT-TERM INVESTMENTS 17.61%
MONEY MARKET MUTUAL FUNDS -- 6.17%
State Street Navigator Prime Plus (4.88%
seven-day effective yield)/(f)/........... 35,123,438 35,123,438
------------
35,123,438
------------

Par
(000's)
-----------
COMMERCIAL PAPER/(g)/ -- 11.44%
7-Eleven, Inc. 4.20%, 1/9/08...................... $ 10,100 10,090,573
Nestle S.A. 4.15%, 1/25/08........................ 3,100 3,091,423
Northern Illinois Gas Co. 4%, 1/2/08.............. 27,000 26,997,000
NSTAR Electric Co. 4.22%, 1/4/08.................. 25,000 24,991,209
------------
65,170,205
------------
Total Short-Term Investments (Identified Cost
$100,293,643)........................................ 100,293,643
------------
Total Investments (Identified Cost $562,803,774) --
105.66%.............................................. 601,888,316/(a)/
Other Assets and Liabilities, net -- (4.91)%........... (27,941,524)
Securities Sold Short (Proceeds $6,690,525) -- (0.75)%. (4,291,220)
------------
Net Assets -- 100.00%.................................. $569,655,572
============

--------
(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $40,473,953 and gross
depreciation of $6,892,281 for federal income tax purposes. At
December 31, 2007, the aggregate cost of securities for federal income tax
purposes was $568,306,644.
(b) Non-income producing.
(c) A security is considered to be foreign if the security is issued in a
foreign country. The country of risk, noted parenthetically, is determined
based on criteria described in Note 2F "Foreign security country
determination" in the Notes to Financial Statements.
(d) All or a portion of security is on loan.
(e) Position, or a portion thereof, has been segregated as collateral for
securities sold short.
(f) Represents security purchased with cash collateral received for securities
on loan.
(g) The rate shown is the discount rate.
(h) Principal amount is adjusted daily pursuant to the change in the Consumer
Price Index.

See notes to financial statements

Number of
Shares Value
--------- ----------

DOMESTIC COMMON STOCKS SOLD SHORT 0.75%
CONSUMER DISCRETIONARY -- 0.49%
Starbucks Corp................................... 137,000 $2,804,390
----------
INDUSTRIALS -- 0.26%
YRC Worldwide, Inc............................... 87,000 1,486,830
----------
Total Domestic Common Stocks Sold Short (Proceeds
$6,690,525)....................................... $4,291,220/(i)/
==========

--------
(i) Federal Tax Information: Net unrealized appreciation of securities sold
short is comprised of gross appreciation of $2,399,305, and gross
depreciation of $0 for federal income tax purposes. At December 31, 2007,
the aggregate proceeds of securities sold short for federal income tax
purposes was $6,690,525.

See notes to financial statements

THE ZWEIG TOTAL RETURN FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

December 31, 2007

ASSETS
Investment securities at value, including $36,427,667 of securities on loan (Identified
cost $562,803,774).................................................................... $601,888,316
Cash.................................................................................... 49,721
Deposits with broker for securities sold short.......................................... 4,253,320
Receivables
Dividends and interest................................................................ 3,531,284
Prepaid expenses........................................................................ 51,133
------------
Total Assets........................................................................ 609,773,774
------------
LIABILITIES
Payables
Securities sold short at value, (Proceeds $6,690,525)................................... 4,291,220
Upon return of securities loaned........................................................ 35,123,438
Investment advisory fee................................................................. 340,477
Printing fee............................................................................ 122,761
Transfer agent fee...................................................................... 76,571
Professional fee........................................................................ 59,219
Administration fee...................................................................... 31,616
Trustees' fee........................................................................... 27,000
Rights offering expense................................................................. 24,927
Custodian fee........................................................................... 9,903
Other accrued expenses.................................................................. 11,070
------------
Total Liabilities................................................................... 40,118,202
------------
NET ASSETS $569,655,572
============
NET ASSET VALUE PER SHARE
($569,655,572 / 114,594,744)............................................................ $ 4.97
============

Net Assets Consist of:
Capital paid in on shares of beneficial interest........................................ $531,892,829
Undistributed net investment income..................................................... 1,322,246
Accumulated net realized loss........................................................... (5,043,350)
Net unrealized appreciation on investments.............................................. 39,084,542
Net unrealized appreciation on short sales.............................................. 2,399,305
------------
Net Assets $569,655,572
============

See notes to financial statements

THE ZWEIG TOTAL RETURN FUND, INC.

STATEMENT OF OPERATIONS

Year Ended December 31, 2007

INVESTMENT INCOME
Income
Interest.................................................................. $14,092,542
Dividends (net of foreign taxes withheld of $62,459)...................... 3,859,957
Security lending.......................................................... 183,647
-----------
Total Investment Income............................................ 18,136,146
-----------
Expenses
Investment advisory fees.................................................. 3,711,846
Transfer agent fees....................................................... 222,312
Administration fees....................................................... 344,672
Printing and postage fees................................................. 168,960
Registration fees......................................................... 153,424
Directors' fees and expenses.............................................. 144,432
Professional fees......................................................... 114,362
Custodian fees............................................................ 53,924
Miscellaneous............................................................. 214,306
-----------
Total Expenses..................................................... 5,128,238
Less custodian fees paid indirectly.................................... (16,119)
-----------
Net Expenses....................................................... 5,112,119
-----------
Net Investment Income........................................... 13,024,027
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments............................................................... 15,702,500
Short Sales............................................................... 1,182,877
Net change in unrealized appreciation (depreciation) on:
Investments............................................................... 8,169,539
Short Sales............................................................... 2,399,305
-----------
Net realized and unrealized gain (loss)................................ 27,454,221
-----------
Net increase (decrease) in net assets resulting from operations........ $40,478,248
===========

See notes to financial statements

THE ZWEIG TOTAL RETURN FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

Year Ended Year Ended
December 31, 2007 December 31, 2006
----------------- -----------------

INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment income (loss)................................... $ 13,024,027 $ 11,769,820
Net realized gain (loss)....................................... 16,885,377 7,995,826
Net change in unrealized appreciation (depreciation)........... 10,568,844 12,741,784
------------ ------------
Net increase (decrease) in net assets resulting from
operations................................................ 40,478,248 32,507,430
------------ ------------
Dividends and distributions to shareholders from
Net investment income.......................................... (15,001,480) (13,904,716)
Net realized short-term gains.................................. (15,864,004) (6,710,032)
Tax return of capital.......................................... (22,280,924) (27,261,412)
------------ ------------
Total dividends and distributions to shareholders........... (53,146,408) (47,876,160)
------------ ------------
Capital share transactions
Net asset value of shares issued to shareholders in
reinvestment of distributions resulting in issuance of
common stock................................................. 2,892,063 2,187,568
Net proceeds from the sales of shares during rights
offering (net of expenses of $650,000)....................... 102,586,107 --
------------ ------------
Net increase in net assets derived from capital
share transactions........................................ 105,478,170 2,187,568
------------ ------------
Net increase (decrease) in net assets....................... 92,810,010 (13,181,162)
NET ASSETS
Beginning of period................................................ 476,845,562 490,026,724
------------ ------------
End of period (including undistributed net investment
income of $1,322,246 and $1,093,308, respectively)............... $569,655,572 $476,845,562
============ ============

See notes to financial statements

THE ZWEIG TOTAL RETURN FUND, INC.

FINANCIAL HIGHLIGHTS

(Selected data for a share outstanding throughout each year)

Year Ended December 31,
-------------------------------------------------------
2007 2006 2005 2004 2003
-------- -------- -------- -------- --------

Per Share Data
Net asset value, beginning of period............................. $ 5.11 $ 5.28 $ 5.62 $ 5.70 $ 5.81
-------- -------- -------- -------- --------
Income from Investment Operations
Net investment income (loss)/(3)/................................ 0.12 0.13 0.12 0.12 0.09
Net realized and unrealized gains (losses)....................... 0.26 0.22 0.08 0.18 0.27
-------- -------- -------- -------- --------
Total from investment operations................................. 0.38 0.35 0.20 0.30 0.36
-------- -------- -------- -------- --------
Dividends and Distributions
Dividends from net investment income............................. (0.14) (0.15) (0.15) (0.14) (0.12)
Distributions from net realized gains............................ (0.15) (0.07) (0.15) (0.09) --
Tax return of capital............................................ (0.21) (0.30) (0.24) (0.11) (0.35)
Dilutive effect of common stock distributions.................... -- -- -- (0.04) --
-------- -------- -------- -------- --------
Total dividends and distributions................................ (0.50) (0.52) (0.54) (0.38) (0.47)
-------- -------- -------- -------- --------
Dilutive effect on net assets as a result of rights offering/(4)/ (0.02) -- -- -- --
-------- -------- -------- -------- --------
Change in net asset value........................................ (0.14) (0.17) (0.34) (0.08) (0.11)
-------- -------- -------- -------- --------
Net asset value, end of period................................ $ 4.97 $ 5.11 $ 5.28 $ 5.62 $ 5.70
======== ======== ======== ======== ========
Market value, end of period/(1)/.............................. $ 4.53 $ 5.89 $ 4.70 $ 5.35 $ 5.01
======== ======== ======== ======== ========
Total investment return/(2)/..................................... (14.99)%/(5)/ 39.23% (2.54)% 14.89% (0.40)%
======== ======== ======== ======== ========
Ratios/Supplemental Data:
Net assets, end of period (in thousands)......................... $569,656 $476,846 $490,027 $522,101 $525,687
Ratio of expenses to average net assets (excluding dividends on
short sales).................................................... 0.96% 1.00% 1.06% 1.28% 1.03%
Ratio of expenses to average net assets (including dividends on
short sales).................................................... 0.96% 1.01% 1.10% 1.31% 1.06%
Ratio of net investment income to average net assets............. 2.46% 2.47% 2.18% 2.13% 1.66%
Portfolio turnover rate.......................................... 36.0% 21.7% 74.6% 75.8% 94.1%

--------
(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)Computed using average shares outstanding.
(4)Shares were sold at a 5% discount from a 5-day average market price from
5/14/07 to 5/18/07.
(5)Total investment return includes the dilutive effect of the rights offering.
Without this effect, the total investment return would have been (13.82)%.

See notes to financial statements

THE ZWEIG TOTAL RETURN FUND, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2007

NOTE 1 -- ORGANIZATION

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

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

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

In September 2006, Statement of Financial Accounting Standards No. 157,
"Fair Value Measurements" ("SFAS 157"), was issued and is effective for fiscal
years beginning after November 15, 2007. SFAS 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. Management is currently evaluating the impact the
adoption of SFAS 157 will have on the Fund's financial statement disclosures.
The Fund will be adopting SFAS 157 effective with the 3/31/08 reporting of the
financial statements.

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 it invests.

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes."
This standard defines the threshold for recognizing the benefits of tax-return
positions in the financial statements as "more-likely-than-not" to be sustained
by the taxing authority and requires measurement of a tax position meeting the
more-likely-than-not criterion, based on the largest benefit that is more than
50 percent likely to be realized. Management has analyzed the fund's tax
positions taken on federal income tax returns for all open tax years (tax years
ended December 31, 2004-2007) for purposes of implementing FIN 48, and has
concluded that no provision for income tax is required in the Fund's financial
statements. Management is not aware of any events that are reasonably possible
to occur in the next twelve months that would result in the amount of any
unrecognized tax benefits significantly increasing or decreasing for the Fund.

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, 2007, the Fund increased undistributed net investment income by
$24,406,695, decreased the accumulated net realized loss by $15,782,474, and
decreased capital paid in on shares of beneficial interest by $40,189,170.

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

The Fund has $4,861,360 of capital loss carryovers, $86,434 expiring in 2010
and $4,774,926 expiring in 2011, which may be used to offset future capital
gains. 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. For the fiscal year (the "period") ended December 31, 2007,
the Fund utilized losses deferred in prior years of $16,820,078.

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
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. Short Sales:

A short sale is a transaction in which the Fund sells a security it does not
own in anticipation of a decline in market price. To sell a security short, the
Fund must borrow the security. The Fund's obligation to replace the security
borrowed and sold short will be fully collateralized at all times by the
proceeds from the short sale retained by the broker and by cash and securities
deposited in a segregated account with the Fund's custodian. If the price of
the security sold short increases between the time of the short sale and the
time the Fund replaces the borrowed security, the Fund will realize a loss, and
if the price declines during the period, the Fund will realize a gain. Any
realized gain will be decreased, 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, 2007, the value of
securities sold short amounted to $4,291,220 against which collateral of
$24,064,700 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.

H. Security Lending:

The Fund may loan securities to qualified brokers through an agreement with
State Street Bank and Trust Company (the "Custodian"). Under the terms of
agreement, the Fund is required to maintain

collateral with a market value not less than 100% of the market value of loaned
securities. Collateral is adjusted daily in connection with changes in the
market value of securities on loan. Collateral may consist of cash, securities
issued or guaranteed by the U.S. Government or its agencies, sovereign debt of
foreign countries and/or irrevocable letters of credit issued by banks. Cash
collateral is invested in a short-term money market fund. Dividends earned on
the collateral and premiums paid by the broker are recorded an income by the
Fund net of fees and rebates charged by the Custodian for its services in
connection with this securities lending program. Lending portfolio securities
involves a risk of delay in the recovery of the loaned securities or in the
foreclosure on collateral.

At December 31, 2007, the Fund had securities valued at $36,427,667 on loan.
For collateral the Fund received cash collateral of $35,123,438 and non-cash
collateral of $2,193,126.

NOTE 3 -- PURCHASES AND SALES OF SECURITIES:

Purchases and sales of securities (excluding U.S. Government and agency
securities and short-term securities) for the period ended December 31, 2007,
were as follows:

Purchases...................... $198,096,333
Sales.......................... 155,568,696
Short sales.................... 5,586,581
Purchases to cover short sales. 6,769,458

Purchases and sales of long-term U.S. Government and agency securities for
the period ended December 31, 2007, were as follows:

Purchases...................... $ --
Sales.......................... 23,022,188

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. The
Adviser 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, 2007, the Fund incurred advisory fees of
$3,711,846.

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. 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 0.065% of the Fund's
average daily net assets. During the period ended December 31, 2007, the Fund
incurred Administration fees of $344,672.

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 arrangements.

NOTE 6 -- CAPITAL STOCK AND REINVESTMENT PLAN

At December 31, 2007, the Fund had one class of common stock, par value
$0.001 per share, of which 500,000,000 shares are authorized and 114,594,744
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, 2007 and
the year ended December 31, 2006, 552,046 and 421,068 shares, respectively,
were issued pursuant to the Plan.

In a non-transferable rights offering ended May 18, 2007, shareholders
exercised rights to purchase 20,730,142 shares of common stock at an offering
price of $4.98 per share for proceeds, net of expenses of $102,586,107.

On December 17, 2007, the Fund announced a distribution of $0.41 per share
to shareholders of record on December 31, 2007. This distribution has an
ex-dividend date of January 3, 2008, and is payable on January 10, 2008.

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.

NOTE 8 -- REGULATORY EXAMS

In February 2005, the NASD notified PNX that it was asserting violations of
trade reporting rules by a subsidiary. PNX responded to the NASD allegations in
May 2005. Thereafter, in January 2007, the NASD notified PNX that the matter is
being referred for potential violations and possible action. On May 3, 2007,
the NASD accepted a letter of acceptance, waiver and consent submitted by the
PXP subsidiary to resolve this matter. Without admitting or denying the NASD's
findings, in accordance with the terms of the letter the PXP subsidiary agreed
to a censure, to pay a fine of $8,000 and to revise its supervisory procedures.

The Company does not believe that the outcome of these matters will be
material to these financial statements.

NOTE 9 -- THE ZWEIG TOTAL RETURN FUND YEAR END RESULTS

Total Return
on Net Asset Net Asset NYSE Premium
Value Value Share Price (Discount)
------------ --------- ----------- ----------

Year ended 12/31/2007......... 7.9%* $4.97 $ 4.5300 (8.9%)
Year ended 12/31/2006......... 7.3% 5.11 5.8900 15.3%
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%)

--------
* Total return on net asset value includes the dilutive effect of the rights
offering.

NOTE 10 -- SUBSEQUENT EVENT

On February 7, 2008, Phoenix Companies, Inc. ("PNX") announced that it
intends to spin off its asset management subsidiary, Phoenix Investment
Partners, Ltd. (PXP), to PNX's shareholders. As direct subsidiaries of PXP,
Phoenix/Zweig Advisers LLC, the Adviser to the Fund and Phoenix Equity Planning
Corporation, the Fund's Administrator, are also intended to be a part of the
spin-off.

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, 2007, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended and the financial highlights for
each of the five years in the period then ended, 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, 2007 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.

/s/ PricewaterhouseCooper LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 15, 2008

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, 2007, for federal income tax
purposes, 10.3% 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, 2007, the Fund hereby designates
10.7%, 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.

FUND MANAGEMENT

Information pertaining to the Directors and officers of the Fund as of
December 31, 2007 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

Charles H. Brunie........... Term: Until 2009. 2 Director, The Zweig Fund, Inc. (since 1998);
Brunie Associates Served since: Chairman, Brunie Associates (investments) (since
600 Third Avenue, 17th Floor 1988. April 2001); Oppenheimer Capital (1969-2000);
New York, NY 10016 Chairman (1980-1990), Chairman Emeritus (1990-
YOB: 1930 2000). Chairman Emeritus, Board of Trustees,
Director Manhattan Institute (since 1990); Trustee, Milton and
Rose D. Friedman Foundation for Vouchers (since
1999); Trustee, Hudson Institute (since 2002);
Chairman of the Board, American Spectator (since
2002); Chartered Financial Analyst (since 1969).

Wendy Luscombe.............. Term: Until 2008. 2 Director of The Zweig Fund, Inc. (since 2002); Co-lead
480 Churchtown Rd. Served since: Independent Director of the Zweig Total Return Fund,
Craryville, NY 12521 2002. Inc. and of The Zweig Fund, Inc. (since 2006);
YOB: 1951 Principal, WKL Associates, Inc. (Private Investor and
Director Consultant) (since 1994); Fellow, Royal Institution of
Chartered Surveyors; Member, Chartered Institute of
Arbitrators; Director, Endeavour Real Estate
Securities, Ltd. REIT Mutual Fund (2000-2005);
Director, PXRE, Group (reinsurance) (1994- 2007);
Member and Chairman of Management Oversight
Committee, Deutsche Bank Real Estate Opportunity
Fund 1A and 1B (since 2003); Trustee Acadia Realty
Trust (since 2004); Member of National Association of
Corporate Directors Teachers Facility (since 2007).

Alden C. Olson.............. Term: Until 2010. 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,
YOB: 1928 Investments at Michigan State University
Director (1959 to 1990).

James B. Rogers, Jr......... Term: Until 2009. 2 Director of The Zweig Fund, Inc. (since 1986); Private
352 Riverside Dr. Served since: investor (since 1980); Chairman, Beeland Interests
New York, NY 10025 1988. (Media and Investments) (since 1980); Regular
YOB: 1942 Commentator on Fox News (since 2002); Author of
Director "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.

DISINTERESTED DIRECTORS

Number of
Portfolios
in Fund
Term of Office Complex
Name (Age) Address and and Length of Overseen by Principal Occupation(s)
Position(s) with Fund 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); Co-lead
15 Claremont Avenue Served since: Independent Director of the Zweig Total Return Fund,
New York, NY 10027 2004. Inc. and of The Zweig Fund, Inc. (since 2006); Principal
YOB: 1964 and Chief Administrative Officer, Global Infrastructure
Director Partners (since 2007); Director, Blue Crest Capital
Management Funds (since 2006); Executive Vice
President and the Secretary (1996-2007) of the
University at Columbia University; Director (since
2002), Member, Executive Committee (since 2002),
Chair, Audit Committee (since 2003), Apollo Theater
Foundation, Inc.; Director, Orchestra of St. Luke's
(since 2000); Vice President and Trustee, The Trinity
Episcopal School Corporation (since 2003); Member
(since 1997), Nominating and Governance Committee
Board of Directors (since 2004), Council on Foreign
Relations.

INTERESTED DIRECTOR

George R. Aylward............ Term: Until 2010. 2 Senior Executive Vice President and President, Asset
56 Prospect Street Chairman of the Management (since 2007), Senior Vice President and
Hartford, CT 06115 Board and Chief Operating Officer, Asset Management
YOB: 1964 President since (2004-2007), Vice President (2001-2004), The Phoenix
President, Chairman and Chief December 2006. Companies, Inc. Director and President (2006-present),
Executive Officer Chief Operating Officer (2004-present), Executive Vice
President (2004-2006), Vice President, Finance, (2001-
2002), Phoenix Investment Partners, Ltd. Various senior
officer and directorship positions with Phoenix
affiliates. President (2006-present), Executive Vice
President (2004-2006), the Phoenix Funds Family.
Chairman, President and Chief Executive Officer, The
Zweig Fund Inc. and The Zweig Total Return Fund Inc.
(2006-present).

OFFICERS WHO ARE NOT DIRECTORS

Position
with the Fund
Name, Address and 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
YOB: 1967 Expires: Immediately Director and Co-Founder, Shelter Rock Capital
following the 2008 Partners, LP (2002-2003); Senior Vice President and
Annual Meeting of Portfolio Manager, Phoenix/Zweig Advisers LLC (1995-
Shareholders. 2002); Vice President, JP Morgan & Co. (1990-1995).

David Dickerson... Senior Vice President Senior Vice President of The Zweig Fund, Inc. (since
900 Third Avenue since: 2003. 2003); Senior Vice President and Portfolio Manager,
New York, NY 10022 Expires: Immediately Phoenix/Zweig Advisers LLC (since 2003); Managing
YOB: 1967 following the 2008 Director and Co-Founder, Shelter Rock Capital
Annual Meeting of Partners, LP (2002-2003); Vice President and Portfolio
Shareholders. Manager, Phoenix/Zweig Advisers LLC (1993-2002).

Marc Baltuch...... Vice President and Vice President and Chief Compliance Officer of The
900 Third Avenue Chief Compliance Zweig Fund, Inc. (since 2004); Chief Compliance Officer
New York, NY 10022 Officer of Phoenix/Zweig Advisers LLC (since 2004); President
YOB: 1945 since: 2004. and Director of Watermark Securities, Inc. (since 1991);
Expires: Immediately Secretary of Phoenix-Zweig Trust (1989-2003);
following the 2008 Secretary of Phoenix-Euclid Market Neutral Fund
Annual Meeting of (1998-2002); Assistant Secretary of Gotham Advisors,
Shareholders. Inc. (1990-2005); Chief Compliance Officer of the Zweig
Companies (since 1989) and of the Phoenix Funds
Complex (since 2004).

Kevin J. Carr..... Secretary and Chief Secretary and Chief Legal Officer of The Zweig Fund,
One American Row Legal Officer Inc. (since 2005); Vice President and Counsel, Phoenix
Hartford, CT 06102 since: 2005. Life Insurance Company (since 2005); Vice President,
YOB: 1954 Expires: Immediately Counsel, Chief Legal Officer and Secretary, certain
following the 2008 Funds within Phoenix Fund Complex (since 2005);
Annual Meeting of Compliance Officer of Investments and Counsel,
Shareholders. Travelers Life and Annuity Company (January 2005-May
2005); Assistant General Counsel, The Hartford
Financial Services Group (1999-2005).

Moshe Luchins..... Vice President Vice President of The Zweig Fund, Inc. (since 2004);
900 Third Avenue since: 2004. Associate Counsel (1996-2005), Associate General
New York, NY 10022 Expires: Immediately Counsel (since 2006) of the Zweig Companies.
YOB: 1971 following the 2008
Annual Meeting of
Shareholders.

Nancy Curtiss..... Treasurer Treasurer of The Zweig Fund, Inc. (since 2003); Vice
56 Prospect Street since: 2003. President, Head of Operations, Phoenix Investment
Hartford, CT 06115 Expires: Immediately Partners (since 2007); Vice President, Operations (2003-
YOB: 1952 following the 2008 2007); Vice President, Fund Accounting (1994-2003) and
Annual Meeting of Treasurer (1996-2003). Phoenix Equity Planning
Shareholders. Corporation. Treasurer, multiple funds in the Phoenix
Fund Complex (1994-2006).

Jacqueline Porter. Vice President and Vice President and Assistant Treasurer of The Zweig
56 Prospect Street Assistant Treasurer Fund, Inc. (since 2006); Assistant Vice President, Fund
Hartford, CT 06115 since: 2006. Administration and Tax (since 1995), Phoenix Equity
YOB: 1958 Expires: Immediately Planning Corporation. Assistant Treasurer and Vice
following the 2008 President, multiple funds in Phoenix Fund Complex
Annual Meeting of (since 1995).
Shareholders.

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, 2007, 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.

FUND DISTRIBUTIONS AND MANAGED DISTRIBUTION PLAN

The Fund has a Managed Distribution Plan to pay 10% of the Fund's net asset
value on an annualized basis. Distributions may represent earnings from net
investment income, realized capital gains, or, if necessary, return of capital.
The board believes that regular, fixed quarterly cash payouts will enhance
shareholder value and serve the long-term interests of shareholders. You should
not draw any conclusions about the Fund's investment performance from the
amount of the distributions or from the terms of the Fund's Managed
Distribution Plan.

The Fund estimates that it has distributed more than its income and net
realized capital gains in the fiscal year to date; therefore, a portion of your
distributions may be a return of capital. A return of capital may occur when
some or all of the money that you invested in the Fund is paid back to you. A
return of capital does not necessarily reflect the Fund's investment
performance and should not be confused with "yield" or "income".

Please note that the characterization of Fund distributions for federal
income tax purposes is different from book accounting generally accepted
accounting principles ("GAAP"). The amounts and sources of distributions
reported in Section 19(a) notices of the 1940 Act are only estimates and are
not being provided for tax reporting purposes. The actual amounts and sources
of the amounts for tax reporting purposes will depend upon the Fund's
investment experience during the remainder of its fiscal year and may be
subject to changes based on tax regulations. It is only after December 31 that
we will know the exact source of our distributions. Shareholders should use
only the Form 1099-DIV that will be mailed by January 31, 2008 to determine the
taxability of our distributions.

The Board may amend, suspend or terminate the Managed Distribution Plan
without prior notice to shareholders if it deems such action to be in the best
interest of the Fund and its shareholders.

Information on the Zweig funds is available at http://www.PhoenixFunds.com.
Section 19(a) notices are posted on the website at:
http://www.phoenixinvestments.com/phxinv/PublicSite.jsp?Target=/Individual/
Products/Closed_End_Funds/Zweig/ZTR_Fund.html.

OFFICERS AND DIRECTORS
George R. Aylward
President, Chairman and Chief Executive Officer

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

Jacqueline Porter
Vice President and Assistant 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 10022-4793

Fund Administrator
Phoenix Equity Planning Corporation
One American Row
Hartford, CT 06103-2899

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 10022-2585

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 Q4-07

Annual Report

Zweig

The Zweig Total
Return Fund, Inc.

December 31, 2007

[LOGO]

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.

(a)(1)The Registrant's Board of Trustees has determined that the Registrant has
an "audit committee financial expert" serving on its Audit Committee.

(a)(2)Wendy Luscombe has been determined by the Registrant to possess the
technical attributes identified in Instruction 2(b) of Item 3 to Form
N-CSR to qualify as an "audit committee financial expert" effective
December 12, 2007. Ms. Luscombe is an "independent" trustee pursuant to
paragraph (a)(2) of Item 3 to Form N-CSR.

(a)(3)Not applicable.

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 $32,600 for 2007 and $32,000 for 2006.

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 2007 and $1,000 for 2006. This represents the
review of the semi-annual financial statements.

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 $4,600 for 2007 and
$6,350 for 2006.

"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 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
$5,000 for 2007 and $0 for 2006.

(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 2007 and 100% for 2006

(d) Not applicable for 2007 and not applicable for 2006

(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.

(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 $961,830 for 2007 and $892,561 for 2006.

(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. 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.

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.

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, 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.

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 10, 2008: 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 ("Euclid"), 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 a Fund managed by Euclid. From April 1, 2003 to January 9,
2008, Messrs. Neil and Dickerson were portfolio managers of the Phoenix
Market Neutral Fund, a fund also managed by Euclid. 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.

Mr. Neel previously served as Senior Portfolio Manager for a number of the
former Phoenix-Zweig mutual funds from 1995 until July 2002.

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, 2007.

Mr. Neel and Mr. Dickerson are responsible for the day-to-day management
of other portfolios of other accounts, namely The Zweig Fund, Inc. and the
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.

No. of Total Assets
Accounts in Accounts
where where
Name of Total Advisory Advisory
Portfolio No. of Fee Fee
Manager or Type of Accounts Total is Based on is Based on
Team Member Accounts Managed Assets Performance Performance
----------- --------------------------------- -------- --------- ----------- ------------

David Dickerson Registered Investment Companies: 3 732.5 mil None None

Other Pooled Investment Vehicles: None None None None

Other Accounts: None None None None

Carlton Neel Registered Investment Companies: 3 732.5 mil None None

Other Pooled Investment Vehicles: None None None None

Other Accounts: None None None None

Potential Conflicts of Interests

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, 2007.
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, 2007,
following is a description of Mr. Neel's and Mr. Dickerson's compensation
structure as portfolio managers of PZA and Euclid.

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, 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 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.

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.

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, 2007,
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)).

Name of Portfolio Manager or Dollar ($) Range of Fund
Team Member Shares Beneficially Owned
---------------------------- -------------------------
David Dickerson $ 10,001 - $50,000
Carlton Neel $50,001 - $100,000

(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 trustees, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR
229.407) (as required by Item 22(b)(15) 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 their evaluation of these
controls and procedures required by Rule 30a-3(b) under the 1940 Act
(17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the
Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).

(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act
(17 CFR 270.30a-3(d)) that occurred during the registrant's

second fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.

Item 12. Exhibits.

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

(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.

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/ George R. Aylward
---------------------------------
George R. Aylward, President
(principal executive officer)

Date March 7, 2008

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/ George R. Aylward
---------------------------------
George R. Aylward, President
(principal executive officer)

Date March 7, 2008

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

Date March 7, 2008

* Print the name and title of each signing officer under his or her signature.