Edgar Filing: ZWEIG TOTAL RETURN FUND INC

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

W. Patrick Bradley
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
Zweig Advisers LLC
900 Third Avenue
New York, NY 10022-4793

FUND ADMINISTRATOR
VP Distributors, Inc.
100 Pearl Street
Hartford, CT 06103-4506

CUSTODIAN
The Bank of New York Mellon
One Wall Street
New York, NY 10286

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.

Q1-10

Quarterly Report

Zweig

THE ZWEIG TOTAL
RETURN FUND, INC.

March 31, 2010

[LOGO]

VIRTUS
INVESTMENT PARTNERS

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 monthly, fixed 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, for
example, when some or all of the money that you invested in the Fund is paid
back to you. A return of capital distribution does not necessarily reflect the
Fund's investment performance and should not be confused with "yield" or
"income".

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. The
Fund will send shareholders a Form 1099-DIV for the calendar year that will
tell you how to report distributions for federal income tax purposes.

The Board may amend, suspend or terminate the Managed Distribution Plan at
any time, 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 www.Virtus.com. Section 19(a)
notices are posted on the website at:.
http://www.virtus.com/products/closed/details.aspx?type=individual&fundid=ZTR

April 30, 2010

DEAR FELLOW ZTR SHAREHOLDER:

I am pleased to share with you the manager's report and commentary for the
Zweig Total Return Fund, Inc. for the quarter ended March 31, 2010.

The Zweig Total Return Fund's net asset value increased 1.65% for the
quarter ended March 31, 2010, including $0.102 in re-invested distributions.
During the same period, the Zweig Total Return Fund Composite Index gained
3.32% including reinvested dividends. The Fund's average exposure for the
quarter was approximately 40% in equities and 30% in bonds.

Sincerely,

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

MARKET OVERVIEW AND OUTLOOK

EQUITY MARKET

The domestic stock market's winning streak continued through the first
quarter of 2010 with the major indexes rising more than 4%. Marking the fourth
consecutive quarterly rally, it was one of the best first quarters in a decade.

The Dow Jones Industrial Average rose 428 points, or 4.1%/(1)/, ending the
quarter at 10,856, its best first-quarter performance since 1999. It was a gain
of 43%/(1)/ from March 31, 2009 but is far from the record high of 14,165 in
October 2007.

The S&P 500 Index climbed 4.9%/(1)/ in the quarter to close at 1,169, an
increase of 47%/(1)/ over the past 12 months. It is still 25%/(1)/ below its
all-time high of 1,565 in October 2007.

The Nasdaq Composite, which is technologically heavy, showed the biggest
percentage gain by moving up 5.7%/(1)/ in the quarter, closing at 2,397. While
56.4%/(1)/ higher than on March 31, 2009, it is less than halfway back to its
peak of 5,048 in March 2000.

The world markets presented a mixed picture. While the Dow Jones Total Stock
Market Global Index rose 3.3%/(1)/, the Chinese market weakened considerably.
The Shanghai Composite Index, which soared 80% last year, declined 5.1%/(1)/ in
the first quarter. Hong Kong's Hang Seng Index, up 52% last year, dipped
2.9%/(1)/ for the quarter. Japan's Nikkei Stock Average of 225 Companies did
far better, rising 5.2%/(1)/ for the quarter.

Europe also showed sharp differences. While France's CAC-40, Germany's DAX
and Britain's FTSE reported gains of 1%/(1)/, 3.3%/(1)/, and 4.9%/(1)/,
respectively, the debt-laden countries

/(1)/ Return excludes reinvested dividends

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

did poorly. Greece's ASE Composite Index, Spain's IBEX 35 and Portugal's PSI 20
showed declines of 5.9%/(1)/, 9%/(1)/ and 4.3%/(1)/ respectively.

In the U.S, market direction will depend largely on decisions by the Federal
Reserve (the "Fed"). In this regard, Fed Chairman Ben Bernanke reassured
Congress that his agency did not intend to start raising short-term interest
rates, now nearly zero, for "an extended period." This is necessary, he said,
because the economy "still requires support for recovery."

In a separate report, the Fed announced that industrial production increased
1.7% in February compared with a year earlier. Following a 0.9% gain in
January, output has risen eight months in a row. The amount of national
production capacity in use inched up to 72.7% in February but was well still
below the historical average of 80.6%.

Citing continued improvement in demand, The Institute for Supply Management
("ISM") reported that manufacturing activity expanded at its strongest rate
since July 2004. ISM's gauge of industrial companies climbed to 59.6 in March
from 56.5 in February. For manufacturing, this marked the eighth consecutive
month of positive momentum. Also showing strength, the service sector grew to
55.4 in March from 53 in February, its third monthly rise in a row. Any reading
over 50 indicates expansion. Other upbeat news came from the Conference Board,
which reported that its index of consumer confidence increased 6.1 points in
March to 52.5.

Additional encouraging news of economic revival came from the Labor
Department report that the U.S. private sector added 123,000 jobs in March, the
fourth increase in five months and the most in five years. Despite these gains,
the nation's jobless rate held unchanged at 9.75%. The annual Economic Report
of the President forecast that the unemployment rate would fall to 9.2% next
year and to 8.2% in 2012.

Gross domestic product, the total value of goods and services created in the
economy, grew at an annual rate of 5.6% in the final quarter of 2009, a
revision of the previous 5.9% estimate, according to the Commerce Department.
It was still the fastest quarterly expansion in more than six years. Here the
Obama Administration forecast that the GDP would grow by 3% this year.

There was also a rare bright note in the housing market, a cornerstone of
the economy. Pending home sales, reported by the National Association of
Realtors, surprised analysts by jumping 8.2% in February. These are homes that
are in contract but not yet closed. Other housing figures were not so
favorable. Sales of existing homes slipped 0.6% in February. Home construction
declined 0.6% in February according to the Department of Commerce. Overall
spending on construction projects fell 1.3% that month.

There was good news about foreign trade. The Commerce Department reported
that the U.S. trade deficit shrank 6.6% in January to $37.3 billion. While
exports dipped 0.3%, its first decline since April, imports dropped 1.7%. In a
program to stimulate exports, President Obama called for raising credit for
small and medium-size businesses by $2 billion, lifting barriers to selling
some products abroad, and setting up a cabinet-level panel on exports.

Reflecting market uncertainty, initial public offerings ("IPO's") were
sluggish in the first quarter. In the U.S., 20 companies raised a total of $3.2
billion compared with 23 companies that raised $8.8 billion during the final
quarter of 2009, according to Dealogic. In the first quarter of 2009, there was
only one American IPO that raised $828 million. World-wide, 260 public
offerings raised $50.5 billion in the first quarter, a 19% decline in dollar
volume from the fourth quarter of last year. China remained the leading global
issuer of IPOs, with 104 companies raising $18.1 billion in the first quarter
compared with 108 companies that raised $23.6 billion in the final quarter of
2009.

U.S. merger and acquisition dollar volume also slowed in the first quarter.
Although the number of U.S. deals rose 26% to 2,356 in the quarter, dollar
volume declined 12% to $217.6 billion compared with $248.2 billion in the 2009
period, according to Dealogic. Globally, dollar volume in the first quarter
totaled $650 billion, up 14% from the like 2009 period but down 3% from the
fourth quarter of last year.

Consumer spending, which accounts for about 70% of economic activity,
increased 0.3%, or $34.7 billion, in February from January, according to the
Commerce Department. It was the fifth consecutive monthly advance. Spending for
the first two months of 2010 was climbing at an inflation-adjusted 3.1% rate
for the quarter, on track to be the fastest pace since the first quarter of
2007. However, wages and salaries, which comprise over half of personal income,
grew by only 0.1%, or $2.7 billion, in February.

Indicating that inflation is not a serious concern at this time, consumer
prices were unchanged and wholesale prices declined in February, according to
the Labor Department. Consumer prices held steady after increases of 0.2% in
December and January. Producer prices fell 0.6% in February after rising 0.4%
in December and 1.4% in January.

Companies in the S&P 500 were expected to report first-quarter earnings 36%
above the 2009 period, according to Thomson Reuters. Indicating that this is a
conservative prediction, John Butters, the company's director of U.S. earnings
research, noted that "typically 60% of companies beat estimates."

Bloomberg News reported that, based on these earnings estimates, stocks in
the S&P 500 Index were trading at a price/earnings ratio of 15.01 on March 31
compared with 18.03 at the year-end and 13.55 at the end of March last year.
For trailing 12-month earnings, the P/Es were 22.86, 21.80 and 18.56,
respectively. While not bargains or excessively priced, these P/Es are close to
historically average valuations.

As has been true for sometime, individual investors are far more cautious
than analysts on their market perspective. Surveyed by Investors Intelligence,
analysts totaled 49% bulls and 20% bears on March 31, 2010. At the year-end,
analysts were at 52% bulls and only 17% bears. In contrast, the American
Institute of Investors reported that its members stood at 32% bulls and 35%
bears on March 31 and evenly split, 38% bulls and 38% bears, at the close of
2009.

The market's strong tape action, improved earnings and low interest rates
combined to make the analysts increasingly optimistic while many investors, who
suffered heavy losses during the meltdown, have not regained faith in the
market and are looking for safety in bond funds.

We would be more concerned if investors shed their neutrality and joined the
analysts in their strongly positive mode. Our sentiment indicators, which
already reflect growing optimism, have been deteriorating but have not reached
extreme levels. Meanwhile, our monetary and tape indicators are positive.

Although the Fed has not hiked interest rates, it has already cut back some
by ending its program to purchase mortgages. In a typical business cycle,
inflation would turn higher at some point and the Fed would respond by raising
interest rates. These are developments we will watch for because greater
inflation and a tighter Fed would increase market risk.

BOND MARKET

The first quarter of 2010, was somewhat volatile for U.S. Treasury bonds.
Yields of the benchmark 10-year note initially declined from 3.84% at the
beginning of the year to a low of 3.56% in early February, but ultimately ended
the quarter at 3.87%. The stable Fed policy helped keep shorter-dated Treasury
notes within a relatively tight range, but longer-dated issues were more
influenced by economic data. For the most part, the economy was weak early in
the year, pushing yields lower, but it became more positive later in the
quarter.

The better-than-expected job creation figures, while still modest, did help
push bonds yields higher. Talk of the Fed possibly moving away from its near
zero interest rate policy started to filter through the market, strengthening
bonds. Inflation remained benign for the quarter, which also was supportive of
bond prices.

The best performing section of the bond market was lower grade corporate
bonds. Positive factors included the sustained stock market rise and the
reduction of the fear of bankruptcy. As corporate earnings recovered, balance
sheets were repaired and the risk appetite of investors slowly returned. These
developments are generally supportive of corporate bonds because the risk
spread (yield spread) over Treasury bonds narrows and the prices of these bonds
rise relative to Treasuries.

The bond portfolio of the Fund reflects caution on the overall interest rate
risk. Consequently, we are holding bonds of relatively low duration (duration
is a measure of interest rate risk in a portfolio). We continue to hold a few
corporate bonds, which were mainly purchased early in 2009, when the spreads
were much wider and we remain committed to Treasury Inflation Protected
Securities (TIPS). The bond model is very negative at this writing, reflecting
the higher prices of many commodities including oil, gold and copper, and the
negative risk/reward level associated with owning government bonds during even
a sluggish economic recovery. As always, we remain flexible. If our indicators
or conditions change, we will alter exposure as warranted.

Sincerely,

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

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

PORTFOLIO COMPOSITION

The Fund's leading equity sectors as of March 31, 2010, included Energy,
Information Technology, Consumer Staples, Health Care, and Industrials. During
the quarter we added to our positions in Energy and Telecommunications and
reduced our holdings in Consumer Discretionary and Information Technology.

Our leading individual holdings as of March 31, 2010, included Altria, AT&T,
Clorox, ConocoPhillips, Freeport McMoRan, McDonald's, Occidental Petroleum,
Phillip Morris International, Valero and Verizon. New to this listing are
Clorox, Occidental Petroleum and Valero, where there were no changes in shares
held, and Freeport McMoRan, where we added to our position.

No longer among our top holdings are Nike, where we eliminated our position,
Johnson and Johnson and Microsoft, where we reduced our holdings, and Exelon,
where there was no change in shares held.

Sincerely,

[SIGNATURE]

/s/ Carlton Neel
Carlton Neel
Executive Vice President
Zweig Advisers, LLC
ASSET ALLOCATION AS OF MARCH 31, 2010

The following graph illustrates asset allocations within certain sectors and
as a percentage of total investments as of March 31, 2010.

[CHART]

Common Stocks 38%
U.S. Government Securities 35%
Corporate Bonds 3%
Exchange Traded Funds 1%
Short-Term Investments 23%

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 information regarding the indexes cited, and key investment terms used in
this report see page 7.

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.

KEY INVESTMENT TERMS

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

ASE COMPOSITE INDEX: a capitalization-weighted index of Greek stocks listed on
the Athens Stock Exchange.

CAC-40 INDEX: a narrow based modified capitalization weighted index of 40
companies listed on the Paris Bourse. It is a free float weighted index.

CONFERENCE BOARD REPORT: widely followed economic indicators, particularly the
Consumer Confidence Index ("CCI"). The Conference Board also connects some
2,000 companies via forums and peer-to-peer meetings to discuss what matters to
companies today: issues such as top-line growth in a shifting economic
environment and corporate governance standards.

CONSUMER PRICE INDEX (CPI): Measures the pace of inflation by measuring the
change in consumer prices of goods and services, including housing,
electricity, food, and transportation, as determined by a monthly survey of the
U.S. Bureau of Labor Statistics. Also called the cost-of-living index.

DAX INDEX: A total return index of 30 selected German blue chip companies
traded on the Frankfurt Stock exchange. It is a free float weighted index.

DEALOGIC: provides technology, data analytics, and consulting services platform
to Investment Bank and Capital Markets professionals.

DOW JONES GLOBAL EX. U.S. INDEX/SM/: A market capitalization-weighted index
which covers approximately 95% of the market capitalization of the represented
countries of Australia, Austria, Belgium, Brazil, Bulgaria, Canada, Chile,
Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece,
Hong Kong, Hungary, Indonesia, Ireland, Italy, Japan, Latvia, Lithuania,
Malaysia, Malta, Mexico, Netherlands, New Zealand, Norway, Philippines, Poland,
Portugal, Romania, Singapore, Slovakia, Slovenia, South Africa, South Korea,
Spain, Sweden, Switzerland, Taiwan, Thailand and the United Kingdom.

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.

DOW JONES TOTAL STOCK MARKET GLOBAL INDEX: a series of Dow Jones Global Indexes
is a float-adjusted market capitalization index.

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 RESERVE: 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.

FTSE 100 INDEX: A capitalization weighted index of the 100 most capitalized
companies traded on the London Stock Exchange.

GROSS DOMESTIC PRODUCT (GDP): An important measure of the United States'
economic performance, GDP is the total market value of all final goods and
services produced in the U.S. during any quarter or year.

HANG SENG INDEX: A capitalization weighted index that tracks 40 of the largest
companies that trade on the Hong Kong Exchange.

IBEX 35 INDEX: Comprised of the 35 most liquid stock's traded on Spain's
Continuous Market. It is a free float weighted index.

INFLATION: Rise in the prices of goods and services resulting from increased
spending relative to the supply of goods on the market.

INITIAL PUBLIC OFFERING (IPO): A company's first sale of stock to the public.

INSTITUTE FOR SUPPLY MANAGEMENT (ISM) REPORT ON BUSINESS(R): An economic
forecast, released monthly, that measures U.S. manufacturing conditions and is
arrived at by surveying 300 purchasing professionals in the manufacturing
sector representing 20 industries in all 50 states.

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

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.

NATIONAL ASSOCIATION OF REALTORS (NAR) A trade organization of Real Estate
professionals, founded in 1908 as the National Association of Real Estate
Exchanges.

NIKKEI 225 STOCK AVERAGE: A price weighted average of 225 top-rated Japanese
companies listed in the First Section of the Tokyo Stock Exchange.

PRICE-TO-EARNINGS RATIO (P/E): A valuation measure calculated by dividing a
stock's price by its current or projected earnings per share. The P/E ratio
gives an idea of how much an investor is paying for current or future earnings
power.

PSI 20 INDEX: A capitalization weighted index of the top 20 stocks listed on
the Lisbon Stock Exchange.

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.

SHANGHAI COMPOSITE INDEX: A capitalization weighted index that tracks the daily
price performance of all A shares and B shares listed on the Shanghai Stock
Exchange.

THE ZWEIG TOTAL RETURN FUND COMPOSITE INDEX: A composite index consisting of
50% Barclays Capital U.S. Government Bond Index (formerly Lehman Brothers
Government Bond Index) and 50% S&P 500(R) Index.

TREASURY-INFLATION PROTECTED SECURITIES (TIPS): U.S. Treasury bonds and notes
whose value is adjusted according to changes to the inflation rate every six
months, as measured by the consumer price index. As inflation occurs, the value
of TIPS increases.

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.

SCHEDULE OF INVESTMENTS

MARCH 31, 2010
(UNAUDITED)

($ REPORTED IN THOUSANDS)

PAR VALUE
--------- --------

INVESTMENTS
U.S. GOVERNMENT SECURITIES 36.2%
U.S. Treasury Bond 7.500%, 11/15/16.............. $ 20,000 $ 25,258
U.S. Treasury Inflation Indexed Note/(4)/
1.625%, 1/15/15/(4)/......................... 28,000 33,191
2.000%, 1/15/16/(4)/......................... 25,000 28,954
2.375%, 1/15/17/(4)/......................... 31,000 35,962
U.S. Treasury Note
2.000%, 9/30/10.............................. 26,000 26,224
4.000%, 11/15/12............................. 18,500 19,772
--------
TOTAL U.S. GOVERNMENT SECURITIES (Identified Cost
$155,942)......................................... 169,361
--------
CORPORATE BONDS 3.0%
INDUSTRIALS -- 2.1%
CSX Corp. 6.250%, 3/15/18........................ 4,000 4,322
Ingersoll-Rand Global Holding Co. Ltd. 6.875%,
8/15/18........................................ 4,814 5,414
--------
9,736
--------
UTILITIES -- 0.9%
Duke Energy Corp. 6.300%, 2/1/14................. 4,000 4,456
--------
4,456
--------
TOTAL CORPORATE BONDS (Identified Cost $12,320)..... 14,192
--------

NUMBER OF
SHARES
---------
COMMON STOCKS 38.6%
CONSUMER DISCRETIONARY -- 1.1%
McDonald's Corp.................................. 78,000 5,204
--------
5,204
--------
CONSUMER STAPLES -- 5.8%
Altria Group, Inc................................ 263,000 5,397
Bunge Ltd........................................ 61,000 3,759

See Notes to Schedule of Investments

NUMBER OF
SHARES VALUE
--------- -------

CONSUMER STAPLES (CONTINUED)
Clorox Co. (The)........................... 74,000 $ 4,746
Costco Wholesale Corp...................... 55,300 3,302
PepsiCo, Inc............................... 67,000 4,433
Philip Morris International, Inc........... 106,000 5,529
-------
27,166
-------
ENERGY -- 8.1%
Chesapeake Energy Corp..................... 153,000 3,617
Chevron Corp............................... 59,000 4,474
ConocoPhillips............................. 102,000 5,219
Halliburton Co............................. 135,000 4,068
Massey Energy Co........................... 68,000 3,556
Occidental Petroleum Corp.................. 56,000 4,734
Petroleo Brasileiro SA ADR................. 89,000 3,960
Valero Energy Corp......................... 238,000 4,689
Williams Cos., Inc. (The).................. 163,000 3,765
-------
38,082
-------
FINANCIALS -- 1.7%
Goldman Sachs Group, Inc. (The)............ 22,000 3,754
Hudson City Bancorp, Inc................... 308,000 4,361
-------
8,115
-------
HEALTH CARE -- 4.5%
Biogen Idec, Inc./(2)/..................... 61,000 3,499
Gilead Sciences, Inc./(2)/................. 62,000 2,820
Johnson & Johnson.......................... 70,000 4,564
Shire plc ADR.............................. 49,500 3,265
St. Jude Medical, Inc./(2)/................ 76,000 3,120
UnitedHealth Group, Inc.................... 110,000 3,593
-------
20,861
-------
INDUSTRIALS -- 4.4%
Caterpillar, Inc........................... 66,000 4,148
Continental Airlines, Inc. Class B/(2)/.... 137,000 3,010
Dryships, Inc./(2)/........................ 478,000 2,792
Foster Wheeler AG/(2)/..................... 102,000 2,768
L-3 Communications Holdings, Inc........... 41,000 3,757
Union Pacific Corp......................... 54,400 3,987
-------
20,462
-------

See Notes to Schedule of Investments

NUMBER OF
SHARES VALUE
---------- --------

INFORMATION TECHNOLOGY -- 6.3%
Cisco Systems, Inc./(2)/....................... 96,000 $ 2,499
Corning, Inc................................... 211,000 4,265
Hewlett-Packard Co............................. 82,000 4,358
International Business Machines Corp........... 31,000 3,976
Microsoft Corp................................. 122,000 3,571
Nokia Oyj Sponsored ADR........................ 267,000 4,149
QUALCOMM, Inc.................................. 92,000 3,863
Research In Motion Ltd./(2)/................... 38,000 2,810
--------
29,491
--------
MATERIALS -- 3.4%
Alcoa, Inc..................................... 294,000 4,186
Freeport-McMoRan Copper & Gold, Inc............ 55,000 4,595
NuCor Corp..................................... 92,000 4,175
Potash Corp. of Saskatchewan, Inc.............. 25,200 3,008
--------
15,964
--------
TELECOMMUNICATION SERVICES -- 2.4%
AT&T, Inc...................................... 204,000 5,271
Verizon Communications, Inc.................... 188,000 5,832
--------
11,103
--------
UTILITIES -- 0.9%
Exelon Corp.................................... 100,000 4,381
--------
4,381
--------
TOTAL COMMON STOCKS (Identified Cost $163,747)..... 180,829
--------
EXCHANGE TRADED FUNDS 1.2%
PowerShares Deutsche Bank Agriculture Fund/(2)/ 143,000 3,466
Templeton Dragon Fund, Inc..................... 91,000 2,357
--------
TOTAL EXCHANGE TRADED FUNDS (Identified Cost $5,904) 5,823
--------
TOTAL LONG TERM INVESTMENTS -- 79.0% (Identified cost
$337,913)........................................ 370,205
--------
SHORT-TERM INVESTMENTS 23.9%
MONEY MARKET MUTUAL FUNDS -- 3.0%
Dreyfus Cash Management Fund -- Institutional
Shares (seven-day effective yield 0.070%).... 14,212,170 14,212
--------
14,212
--------

See Notes to Schedule of Investments

PAR VALUE
------- --------

U.S. TREASURY BILLS/(3)/ -- 20.9%
U.S. Cash Management Bill 0.455%, 4/1/10........ $15,000 $ 15,000
U.S. Treasury Bill
0.140%, 7/15/10............................. 15,000 14,993
0.190%, 8/26/10............................. 13,000 12,990
0.230%, 10/21/10............................ 55,000 54,927
--------
97,910
--------
TOTAL SHORT-TERM INVESTMENTS (Identified Cost
$112,123)....................................... 112,122
--------
TOTAL INVESTMENTS (Identified Cost $450,036) --
102.9%/(1)/..................................... 482,327
OTHER ASSETS AND LIABILITIES, NET -- (2.9%)....... (13,804)
--------
NET ASSETS -- 100.0%.............................. $468,523
========

--------
(1) Federal Income Tax Information : For tax information at March 31, 2010,
see Note 3 Federal Income Tax Information in the Notes to Schedules of
Investments.
(2) Non-income producing.
(3) The rate shown is the discount rate.
(4) Principal amount is adjusted daily pursuant to the change in the Consumer
Price Index.

COUNTRY WEIGHTINGS AS OF MARCH 31, 2010+
United States (includes short-term investments). 93%
Bermuda......................................... 1
Brazil.......................................... 1
Canada.......................................... 1
Finland......................................... 1
Switzerland..................................... 1
United Kingdom.................................. 1
Other........................................... 1
---
TOTAL........................................... 100%
===

--------
+ % of total investments as of March 31, 2010

The following table provides a summary of the inputs used to value the
Fund's net assets as of March 31, 2010 (see Security Valuation Note 1A in the
Notes to Schedule of Investments:

LEVEL 2
TOTAL LEVEL 1 SIGNIFICANT
VALUE AT QUOTED OBSERVABLE
MARCH 31, 2010 PRICE INPUT
-------------- -------- -----------

INVESTMENTS IN SECURITIES:
Debt Securities:
U.S. Treasury Obligations..... $267,271 $ -- $267,271
Corporate Debt................ 14,192 -- 14,192
Equity Securities:
Common Stocks................. 180,829 180,829 --
Exchange Traded Funds......... 5,823 5,823 --
Money Market Mutual Funds..... 14,212 14,212 --
-------- -------- --------
Total...................... $482,327 $200,864 $281,463
======== ======== ========

There were no Level 3 (significant unobservable input) priced securities.

See Notes to Schedule of Investments

THE ZWEIG TOTAL RETURN FUND, INC.

FINANCIAL HIGHLIGHTS

MARCH 31, 2010
(UNAUDITED)

(Reported in thousands except for the per share amounts)

NET ASSET VALUE
TOTAL NET ASSETS PER SHARE
------------------ --------------

Beginning of period: December 31, 2009..................... $473,217 $ 4.13
Net investment income................................... $ 1,410 $ 0.01
Net realized and unrealized gain on investments......... 5,585 0.05
Dividends from net investment income and distributions
from net long-term and short-term capital gains*...... (11,689) (0.10)
-------- ------
Net increase (decrease) in net assets/net asset value... (4,694) (0.04)
-------- ------
End of period: March 31, 2010.............................. $468,523 $ 4.09
======== ======

--------
*Please note that the tax status of our distributions is determined at the
end of the taxable year. However, based on interim data as of March 31,
2010, we estimate 12% of the distributions will represent net investment
income, 20% will represent excess gain distributions which are taxed as
ordinary income and 68% will represent return of capital. Also refer to the
inside front cover for the Managed Distribution Plan.

See Notes to Schedule of Investments

THE ZWEIG TOTAL RETURN FUND, INC.

NOTES TO SCHEDULE OF INVESTMENTS

MARCH 31, 2010
(UNAUDITED)

NOTE 1 -- 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 and those differences could be significant.

A. SECURITY VALUATION:

The Fund utilizes a fair value hierarchy which prioritizes the inputs to
valuation techniques used to measure fair value into three broad levels.

. Level 1 -- quoted prices in active markets for identical securities

. Level 2 -- prices determined using other significant observable inputs
(including quoted prices for similar securities, interest rates,
prepayment speeds, credit risk, etc.)

. Level 3 -- prices determined using significant unobservable inputs
(including the Fund's own assumptions in determining the fair value of
investments)

A description of the valuation techniques applied to the Funds major
categories of assets and liabilities measured at fair value on a recurring
basis is as follows:

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 and are categorized as Level
1 in the hierarchy. Restricted equity securities and private placements that
are not widely traded, are illiquid or are internally fair valued by the
advisor, are generally categorized as Level 3 in the hierarchy.

Certain foreign securities 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 such cases the Fund fair values foreign securities using an
external pricing service which considers the correlation of the trading
patterns of the foreign security to the intraday trading in the U.S. markets
for investments such as American depositary receipts, financial futures,
exchange-traded funds, and certain indexes as well as prices for similar
securities. Such fair valuations are categorized as Level 2 in the hierarchy.
Because the frequency of significant events is not predictable, fair valuation
of certain foreign common stocks may occur on a frequent basis.

Debt securities, including restricted securities, are valued based on
evaluated quotations received from independent pricing services or from dealers
who make markets in such securities. For most bond types, the pricing service
utilizes matrix pricing which considers yield or price of bonds of comparable
quality, coupon, maturity, current cash flows, type, and current day trade
information, as well as dealer supplied prices. These valuations are generally
categorized as Level 2 in the hierarchy. Structured debt instruments also
incorporate collateral analysis and utilize cash flow models for valuation and
are generally categorized as Level 2 in the hierarchy. Pricing services do not
provide pricing for all securities and therefore dealer supplied prices are
utilized representing indicative bids based on pricing models used by market
makers in the security and are generally categorized as Level 2 in the
hierarchy. Debt securities that are not widely traded, are illiquid, or are
internally fair valued by the advisor are generally categorized as Level 3 in
the hierarchy.

Listed derivatives that are actively traded are valued based on quoted
prices from the exchange and are categorized as Level 1 in the hierarchy. Over
the counter (OTC) derivative contracts, which include forward currency
contracts and equity linked instruments, do not require material subjectivity
as pricing inputs are observed from actively quoted markets and are categorized
as Level 2 in the hierarchy.

Investments in open-end mutual funds are valued at their closing net asset
value determined as of the close of business of the New York Stock Exchange
(generally 4:00 p.m. Eastern time) each business day and are categorized as
Level 1 in the hierarchy.

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

A summary of the inputs used to value the Funds' net assets by each major
security type is disclosed at the end of the Schedule of Investments for each
Fund. The inputs or methodology used for valuing securities are not necessarily
an indication of the risk associated with investing in those securities.

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. 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.

NOTE 2 -- INDEMNIFICATIONS

Under the Fund's organizational documents and related agreements, 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 3 -- FEDERAL INCOME TAX INFORMATION

($ REPORTED IN THOUSANDS)

At March 31, 2010, federal tax cost and aggregate gross unrealized
appreciation (depreciation) of securities held by the Fund were as follows:

NET UNREALIZED
FEDERAL APPRECIATION
TAX COST UNREALIZED APPRECIATION UNREALIZED DEPRECIATION (DEPRECIATION)
--------- ----------------------- ----------------------- ------------------
$455,198 $37,936 $(10,807) $27,129

NOTE 4 -- 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 5 -- SUBSEQUENT EVENT EVALUATIONS

Management has evaluated the impact of all subsequent events on the Fund
through the date the financial statements were issued, and has determined that
the following subsequent events require recognition or disclosure in these
financial statements.

The Annual Meeting of Shareholders of The Zweig Total Return Fund, Inc. was
held on May 11, 2010. Shareholders of the fund re-elected George R. Aylward and
Alden C. Olson to serve as Directors until the third succeeding Annual Meeting
in 2013.

At the Annual meeting shareholders were also asked to vote on Zweig Total
Return's (ZTR) Proposal to amend ZTR's Charter to require Board consideration
of various actions instead of a mandatory shareholder vote on whether to
convert ZTR to an open-end investment company when ZTR's shares trade at or
greater than a specified discount from net asset value. The meeting was
adjourned until June 2, 2010 to permit further solicitation of shareholders.
The meeting will be reconvened at the offices of Willkie Farr & Gallagher LLP,
located at 787 Seventh Avenue (between 51st and 52nd Streets), 34th Floor, New
York, New York 10019 at 10:00.

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, 2009, 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.