PHOENIX TOTAL RETURN FUND INC
N-30D, 1996-09-04
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[front cover]

                                                                   June 30, 1996

Phoenix Total Return

Fund, Inc.

Semiannual Report

[Phoenix Duff & Phelps double diamond logo]

[right side of page]

PHOENIX

SEMIANNUAL REPORT

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK] 

<PAGE>
 
PHOENIX TOTAL RETURN FUND, INC. 

Investment Environment 

   Over this latest reporting period, the outlook for the U.S. economy has 
shifted dramatically. At year-end 1995, the consensus opinion on Wall Street 
was for continued slow economic growth and benign inflation. During the first 
six months of 1996, however, numerous reports were released which suggested 
manufacturing activity, consumer spending and job growth had picked up 
dramatically. 

   Bond investors reacted negatively to this upbeat economic news, believing 
that a higher growth rate in the economy could potentially trigger higher 
inflation, which would erode the value of their fixed-income securities. 
Although we have not yet seen any compelling evidence of inflationary 
pressures, bond prices continued to stumble during this reporting cycle as 
interest rates climbed higher and talk of a Fed tightening became more 
widespread. As measured by the Lehman Brothers Aggregate Bond Index, a 
commonly used, unmanaged gauge of market performance, bonds returned a 
disappointing -1.22% for this six-month period. 

   Despite rising interest rates and growing concerns about corporate 
profitability, the stock market posted solid results aided by record mutual 
fund inflows. The Standard & Poor's 500 Composite Stock Index, a commonly 
used, unmanaged indicator of stock performance, was up 10.24% during the 
first half of 1996. Throughout the reporting period, shifting investor 
interest contributed to strong market rotation and a lack of clear industry 
leadership. Nevertheless, the consumer staples and technology sectors 
performed best over this six-month period, while utilities and basic 
materials clearly lagged. 

Portfolio Review 

   Phoenix Total Return Fund posted solid absolute gains over this reporting 
period. For the six months ended June 30, 1996, the Fund's Class A shares 
returned 4.33% and Class B shares returned 3.91%. In contrast, its peer 
group's average--the 194 flexible funds tracked by the Lipper Analytical 
Services--was up 5.52%. As with the broad market returns noted above, all of 
these figures assume reinvestment of any distributions, but exclude the 
effect of sales charges. 

   The Fund's relative underperformance was due primarily to its 
underweighting in cyclical stocks during the first quarter of 1996. Equity 
investors reacted dramatically to reports of stronger economic activity in 
the beginning of the year, resulting in superior performance for economically 
sensitive stocks. Positive contributors to equity performance during the 
reporting period included the portfolio's exposure to the energy and 
technology sectors. 

   Although bond prices plummeted during this reporting cycle, the Fund's 
fixed-income segment continued to perform well relative to its benchmark, the 
Lehman Brothers Aggregate Bond Index. Our multi-sector approach to 
fixed-income investing has continued to pay off and we are particularly 
pleased with the strong performance from our emerging market debt, high-yield 
and municipal bond holdings. 

Outlook 

   Looking ahead, we expect further volatility in the equity markets and 
continued earnings shortfalls. Given this environment of slowing corporate 
profits, we believe that it is increasingly a growth investor's market and we 
will continue to seek out sustainable earnings growth stocks for this Fund. 
Based on our thematic approach, we have identified a number of areas that 
should provide significant growth potential. Within health care, our 21st 
Century Medicine theme focuses on leading companies offering compelling 
solutions to health care needs. Energy Technology identifies companies within 
the oil services sector that provide productivity-enhancing solutions to 
exploration and production companies. Lastly, our Move to Outsourcing theme 
capitalizes on the growing trend by corporate America to increase 
productivity and concentrate on core businesses. 

   Our short-term outlook for the fixed-income markets remains neutral. 
Although bond prices have fallen dramatically over this reporting period, the 
threat of rising inflation continues to plague the bond market. In terms of 
our sector allocation strategy, we have scaled back our exposure to some of 
the less traditional sectors of the bond market as a result of their strong 
performance year-to-date. From a valuation standpoint, current yield spreads 
on these bonds appear to be less compelling than they were at the beginning 
of the year. Despite being much more selective, we are still finding a number 
of undervalued sectors including emerging markets debt, commercial and 
non-agency residential mortgage-backed securities, and taxable municipal 
bonds. 

   As we move further into 1996, we continue to identify many investment 
opportunities, while balancing our view with the realization that all markets 
take a pause. Slower earnings growth and higher inflation may be near-term 
catalysts for such a pause. Thus, we expect to continue holding higher cash 
reserves to balance portfolio risk and await a better opportunity to more 
fully invest. 

                                                                               1
<PAGE>
 
Phoenix Total Return Fund, Inc. 

                         INVESTMENTS AT JUNE 30, 1996 
                                 (Unaudited) 

                                 STANDARD      PAR 
                                 & POOR'S     VALUE 
                                  RATING      (000)      VALUE 
                                -----------   ------   ----------- 
U.S. GOVERNMENT SECURITIES--5.5% 
U.S. Treasury Notes--5.5% 
 U.S. Treasury Notes 6.375%, 
  '99                              AAA       $ 1,650  $ 1,654,125 
 U.S. Treasury Notes 6.875%, 
  '06                              AAA        15,900   16,073,882 
 U.S. Treasury Notes 6%, '26       AAA         1,200    1,064,250 
                                                        ---------- 
                                                       18,792,257 
                                                        ---------- 
TOTAL U.S. GOVERNMENT SECURITIES 
 (Identified cost $18,778,811)                         18,792,257 
                                                        ---------- 
                                            SHARES 
                                            ------- 
COMMON STOCKS--72.3% 
Advertising--0.8% 
 Interpublic Group Co., Inc.                 60,700     2,845,313 
                                                       ----------- 
Aerospace & Defense--2.4% 
 Boeing Company                              54,900     4,783,163 
 General Motors Corp. Class H                56,400     3,391,050 
                                                       ----------- 
                                                        8,174,213 
                                                       ----------- 
Airlines--2.4% 
 AMR Corp. (b)                               50,000     4,550,000 
 Delta Airlines, Inc.                        41,800     3,469,400 
                                                       ----------- 
                                                        8,019,400 
                                                       ----------- 
Banks--2.1% 
 Chase Manhattan Corp.                       48,800     3,446,500 
 Citicorp                                    45,000     3,718,125 
                                                       ----------- 
                                                        7,164,625 
                                                       ----------- 
Beverages--1.1% 
 Northland Cranberries, Inc. Class A         12,800       384,000 
 PepsiCo, Inc.                              100,000     3,537,500 
                                                       ----------- 
                                                        3,921,500 
                                                       ----------- 
Chemical--0.7% 
 Monsanto Co.                                75,000     2,437,500 
                                                       ----------- 
Chemical--Specialty--0.5% 
 Sealed Air Corp. (b)                        50,400     1,694,700 
                                                       ----------- 
Computer Software & Services--10.0% 
 Arbor Software Corp. (b)                    18,700     1,117,325 
 Computer Associates International, Inc.     72,000     5,130,000 
 HBO & Co.                                   50,000     3,387,500 
 Microsoft Corp. (b)                         90,000    10,811,250 
 Netscape Communications Corp. (b)           18,500     1,151,625 
 Oracle Systems Corp. (b)                   161,250     6,359,297 
 Peoplesoft, Inc. (b)                        30,000     2,137,500 
 Reynolds & Reynolds Company                 75,200     4,004,400 
                                                       ----------- 
                                                       34,098,897 
                                                       ----------- 
Conglomerates--0.9% 
 Alco Standard Corp.                         64,900     2,936,725 
                                                       ----------- 
Cosmetics & Soaps--2.3% 
 Gillette Co.                                65,000     4,054,375 
 Procter & Gamble Co.                        40,000     3,625,000 
                                                       ----------- 
                                                        7,679,375 
                                                       ----------- 
Diversified Financial Services--0.5% 
 Green Tree Financial Corp.                  55,300     1,728,125 
                                                       ----------- 

Electrical Equipment--1.0% 
 General Electric Co.                        41,000   $ 3,546,500 
                                                       ----------- 
Electronics--1.1% 
 Coherent, Inc. (b)                          35,300     1,835,600 
 Intel Corp.                                 24,300     1,784,531 
                                                       ----------- 
                                                        3,620,131 
                                                       ----------- 
Entertainment, Leisure & Gaming--1.6% 
 Bally Entertainment Corp. (b)               72,600     1,996,500 
 Mirage Resorts, Inc. (b)                    65,400     3,531,600 
                                                       ----------- 
                                                        5,528,100 
                                                       ----------- 
Healthcare--Diversified--1.8% 
 American Home Products Corp.               100,000     6,012,500 
                                                       ----------- 
Healthcare--Drugs--3.0% 
 Amgen, Inc. (b)                             30,000     1,620,000 
 Merck & Co., Inc.                           56,500     3,651,312 
 Pfizer, Inc.                                71,300     5,089,038 
                                                       ----------- 
                                                       10,360,350 
                                                       ----------- 
Insurance--2.1% 
 American International Group, Inc.          38,000     3,747,750 
 SunAmerica, Inc.                            60,400     3,412,600 
                                                       ----------- 
                                                        7,160,350 
                                                       ----------- 
Lodging & Restaurants--0.8% 
 Marriott International, Inc.                50,000     2,687,500 
                                                       ----------- 

Medical Products & Supplies--4.0% 
 Becton Dickinson & Co.                      35,000     2,808,750 
 Guidant Corp.                               38,000     1,871,500 
 Johnson & Johnson                          110,000     5,445,000 
 Medtronic, Inc.                             60,000     3,360,000 
                                                       ----------- 
                                                       13,485,250 
                                                       ----------- 
Natural Gas--1.6% 
 Anadarko Petroleum Corp.                    30,000     1,740,000 
 Burlington Resources, Inc.                  48,100     2,068,300 
 Enron Oil & Gas Co.                         60,000     1,672,500 
                                                       ----------- 
                                                        5,480,800 
                                                       ----------- 
Office & Business Equipment--3.2% 
 Hewlett Packard Co.                         33,000     3,287,625 
 Sun Microsystems, Inc. (b)                  61,000     3,591,375 
 Xerox Corp.                                 73,200     3,916,200 
                                                       ----------- 
                                                       10,795,200 
                                                       ----------- 
Oil--0.5% 
 Louisiana Land & Exploration Co.            32,600     1,878,575 
                                                       ----------- 
Oil Service & Equipment--6.0% 
 Baker Hughes, Inc.                          87,700     2,883,138 
 Halliburton Co.                             63,300     3,513,150 
 Schlumberger Ltd.                           40,700     3,428,975 
 Sonat Offshore Drilling                     70,900     3,580,450 
 Tidewater, Inc.                             80,000     3,510,000 
 Varco International, Inc. (b)              186,500     3,380,312 
                                                       ----------- 
                                                       20,296,025 
                                                       ----------- 

                      See Notes to Financial Statements 

2
<PAGE>
 
Phoenix Total Return Fund, Inc. 

                                            SHARES        VALUE 
                                            -------   ------------- 
Pollution Control--1.1% 
 U.S. Filter Corp. (b)                      111,500   $  3,874,625 
                                                       ------------ 
Professional Services--5.0% 
 Accustaff, Inc. (b)                         58,600      1,596,850 
 HFS, Inc. (b)                               69,100      4,837,000 
 Interim Services, Inc. (b)                  37,400      1,608,200 
 Manpower, Inc.                             127,400      5,000,450 
 Robert Half International, Inc. (b)        147,400      4,108,775 
                                                       ------------ 
                                                        17,151,275 
                                                       ------------ 
Publishing, Broadcasting, Printing & Cable--1.9% 
 Evergreen Media Corp. Class A (b)           60,000      2,565,000 
 Infinity Broadcasting Corp. Class A (b)    125,000      3,750,000 
                                                       ------------ 
                                                         6,315,000 
                                                       ------------ 
Retail--6.0% 
 AutoZone, Inc. (b)                          80,000      2,780,000 
 Federated Department Stores, Inc. (b)      100,000      3,412,500 
 Home Depot, Inc.                            62,900      3,396,600 
 Nordstrom, Inc.                             68,000      3,026,000 
 Petsmart, Inc. (b)                          36,400      1,738,100 
 Staples, Inc. (b)                          100,000      1,950,000 
 TJX Companies, Inc.                        120,000      4,050,000 
                                                       ------------ 
                                                        20,353,200 
                                                       ------------ 
Retail--Food--1.0% 
 Safeway, Inc. (b)                          106,700      3,521,100 
                                                       ------------ 
Telecommunications Equipment--5.5% 
 Ascend Communications, Inc. (b)             40,000      2,250,000 
 Cisco Systems, Inc. (b)                    189,800     10,747,425 
 Newbridge Networks Corp. (b)                51,200      3,353,600 
 U.S. Robotics Corporation (b)               28,000      2,394,000 
                                                       ------------ 
                                                        18,745,025 
                                                       ------------ 
Textile & Apparel--1.4% 
 Nike, Inc. Class B                          45,000      4,623,750 
                                                       ------------ 
TOTAL COMMON STOCKS 
 (Identified cost $227,141,586)                        246,135,629 
                                                       ------------ 
                           STANDARD      PAR 
                           & POOR'S     VALUE 
                            RATING      (000) 
                          -----------   ------- 
MUNICIPAL BONDS--3.5% 
California--1.5% 
 Kern County Pension 
  Obligation Taxable 
  7.26%, '14                 AAA        $1,700      1,632,714 
 Long Beach Pension 
  Obligation Taxable 
  6.87%, '06                 AAA           950        921,852 
 San Bernardino County 
  Obligation Revenue 
  Taxable 6.87%, '08         AAA           455        439,002 
 San Bernardino County 
  Obligation Revenue 
  Taxable 6.94%, '09         AAA         1,240      1,199,588 
 Ventura County 
  Pension Taxable 
  6.54%, '05                 AAA         1,100      1,055,604 
                                                   ------------ 
                                                    5,248,760 
                                                   ------------ 
Florida--1.5% 
 Miami Beach Spec. 
  Obligation Taxable 
  8.60%, '21                AAA         $3,600    $ 3,846,780 
 University Miami 
  Exchange Revenue A 
  Taxable 7.65%, '20        AAA          1,365      1,329,278 
                                                    ----------- 
                                                    5,176,058 
                                                    ----------- 
Michigan--0.1% 
 Michigan Public Power 
  Agency Sinker 5.25%, 
  '18                       AAA            250        229,750 
                                                    ----------- 
South Carolina--0.4% 
 South Carolina Public 
  Service Series C 5%, 
  '25                       AAA          1,425      1,229,775 
                                                    ----------- 
TOTAL MUNICIPAL BONDS 
 (Identified cost $12,266,301)                     11,884,343 
                                                   ------------ 
NON-CONVERTIBLE BONDS--5.6% 
Industrial--0.1% 
 Buckeye Cellulos 
  9.25%, '08                NR             350        351,750 
                                                    ----------- 
Non-Agency Mortgage-Backed Securities--5.4% 
 Airplanes Pass 
  Through Trust 1D 
  10.875%, '19              BB             560        582,400 
 CS First Boston Mtg. 
  95-AE1, B 7.182%, '27     AA-          1,780      1,718,054 
 GE Capital Mortgage 
  Service 96-8, M 
  7.25%, '26                AA             250        234,922 
 Green Tree Financial 
  Corp. 96-2, M1 7.60%, 
  '27                       AA-          1,150      1,127,719 
 Lehman Commercial 
  Conduit 95-C2, B 
  7.18404%, '05             AA           1,850      1,800,281 
 Merrill Lynch 
  Mortgage, Inc. 95-C2, 
  B 7.53%, '21              Aa(c)          964        963,695 
 Merrill Lynch 
  Mortgage, Inc. 96-C1, 
  B 7.42%, '28              AA            420         413,175 
 Nationslink Funding 
  Corp. 96-1, B 7.69%, 
  '05                       AA            325         324,797 
 Residential Funding 
  Mtg. 96-S1, A11 
  7.10%, '26                AAA         1,500       1,399,453 
 Residential Funding 
  Mtg. 96-S4, M1 7.25%, 
  '26                       AA            499         469,651 
 Resolution Trust 
  Corp. 93-C1, B 8.75%, 
  '24                       Aa(c)       1,750       1,791,289 
 Resolution Trust 
  Corp. 95-C2, B 6.80%, 
  '27                       Aa(c)       1,017         971,057 
 Resolution Trust 
  Corp. 95-C1, B 6.90%, 
  '27                       Aa(c)       2,125       2,028,711 
 Resolution Trust 
  Corp. 
  95-2, M1 7.15%, '29       Aa(c)       1,682       1,663,997 
 SASC 95-C1, C 7.375%, 
  '24                       A             755         730,463 
 SASC 95-C4, B 7%, '26      AA          1,850       1,767,328 
 SASC 96-CFL, C 
  6.525%, '28               A             405         385,256 
                                                    ----------- 
                                                   18,372,248 
                                                    ----------- 

                      See Notes to Financial Statements 

                                                                               3
<PAGE>
 
Phoenix Total Return Fund, Inc. 

                           STANDARD      PAR 
                           & POOR'S     VALUE 
                            RATING      (000)        VALUE 
                          -----------   -------   ------------- 
Oil--0.1% 
 Petropower Funding 
  144A 7.36%, '14 (d)       BBB         $  500    $    466,550 
                                                    ----------- 
TOTAL NON-CONVERTIBLE BONDS 
 (Identified cost $19,729,602)                      19,190,548 
                                                   ------------ 
FOREIGN GOVERNMENT SECURITIES--2.3% 
Argentina--0.4% 
 Republic of Argentina 
  Discount L-GL Euro 
  6.4375%, '23 (e)          BB-          1,800       1,260,000 
                                                    ----------- 
Brazil--0.3% 
 Republic of Brazil 
  Discount Series ZL 
  Euro 6.50%, '24 (e)       B+             800         568,500 
 Republic of Brazil 
  Par Z-L Euro 5%, '24 
  (e)                       B(c)         1,000         553,750 
                                                    ----------- 
                                                     1,122,250 
                                                    ----------- 
Colombia--1.1% 
 Republic of Colombia 
  Yankee 7.25%, '04         BBB-         3,900       3,602,625 
                                                    ----------- 
Mexico--0.3% 
 United Mexican States 
  Euro D 6.45313%, '19 
  (e) (f)                   BB           1,250         984,375 
                                                    ----------- 
Panama--0.2% 
 Republic of Panama 
  IRB WI 3.50%, '49 (b) 
  (g)                       NR             700         390,250 
 Republic of Panama 
  PDI WI '49 (b) (g)        NR             600         367,500 
                                                    ----------- 
                                                       757,750 
                                                    ----------- 
TOTAL FOREIGN GOVERNMENT SECURITIES 
 (Identified cost $7,431,602)                        7,727,000 
                                                   ------------ 
FOREIGN NON-CONVERTIBLE BONDS--1.1% 
Colombia--1.1% 
 Financiera Energ. 
  Nacional EMTN Euro 
  9%, '99                   BBB-         3,600       3,699,000 
                                                    ----------- 
TOTAL FOREIGN NON-CONVERTIBLE BONDS 
 (Identified cost $3,686,400)                        3,699,000 
                                                   ------------ 
TOTAL LONG-TERM INVESTMENTS--90.3% 
 (Identified cost $289,034,302)                    307,428,777 
                                                   ------------ 
SHORT-TERM OBLIGATIONS--8.0% 
Commercial Paper--6.0% 
 McDonald's Corp. 
  5.30%, 7-1-96             A-1+        $3,850    $  3,850,000 
 GTE North, Inc. 
  5.35%, 7-2-96             A-1+           405         404,940 
 General Electric 
  Capital Corp. 5.37%, 
  7-10-96                   A-1+         4,198       4,198,000 
 Ciesco L.P. 5.40%, 
  7-18-96                   A-1+         3,840       3,830,208 
 Kimberly-Clark Corp. 
  5.40%, 7-23-96            A-1+         4,585       4,569,870 
 Abbott Laboratories 
  5.33%, 7-25-96            A-1+         1,615       1,609,261 
 H.J. Heinz Co. 5.38%, 
  7-30-96                   A-1          1,800       1,792,199 
                                                    ----------- 
                                                    20,254,478 
                                                    ----------- 
Federal Agency Securities--1.6% 
 Federal Home Loan Banks 
  5.27%, 7-29-96                         4,630       4,611,022 
 Federal Home Loan Mortgage Corp. 
  4.82%, 8-15-96 (h)                     1,000         993,145 
                                                   ------------ 
                                                     5,604,167 
                                                    ----------- 
Federal Agency Securities--Variable--0.4% 
 Student Loan Marketing Assoc. 
  5.36%, 7-2-96                          1,500       1,500,000 
                                                   ------------ 
TOTAL SHORT-TERM OBLIGATIONS 
 (Identified cost $27,359,156)                      27,358,645 
                                                   ------------ 
TOTAL INVESTMENTS--98.3% 
 (Identified cost $316,393,458)                    334,787,422(a) 
 Cash and receivables, less liabilities--1.7%        5,624,414 
                                                   ------------ 
NET ASSETS--100.0%                                $340,411,836 
                                                   ============ 

(a) Federal Income Tax Information: Net unrealized appreciation of investment 
    securities is comprised of gross appreciation of $22,989,090 and gross 
    depreciation of $4,654,664 for income tax purposes. At June 30, 1996, the 
    aggregate cost of securities for federal income tax purposes was 
    $316,452,996. 
(b) Non-income producing. 
(c) As rated by Moody's or Fitch. 
(d) Security exempt from registration under Rule 144A of the Securities Act 
    of 1933. These securities may be resold in transactions exempt from 
    registration, normally to qualified institutional buyers. At June 30, 
    1996, these securities amounted to a value of $466,550 or 0.14% of net 
    assets. 
(e) Variable or step coupon bond; interest rate shown reflects the rate 
    currently in effect. 
(f) Rights incorporated as a unit. 
(g) When issued. 
(h) Segregated as collateral for the when issued obligations. 

                      See Notes to Financial Statements 

4
<PAGE>
 
Phoenix Total Return Fund, Inc. 

                     STATEMENT OF ASSETS AND LIABILITIES 
                                JUNE 30, 1996 
                                 (Unaudited) 

Assets 
Investment securities at value 
  (Identified cost $316,393,458)              $334,787,422 
Receivables 
 Investment securities sold                     17,654,085 
 Fund shares sold                                   55,612 
 Dividends and interest                          1,104,553 
                                               ------------ 
  Total assets                                 353,601,672 
                                               ------------ 

Liabilities 
Payables 
 Custodian                                          90,310 
 Investment securities purchased                 6,544,171 
 Fund shares repurchased                         6,080,997 
 Investment advisory fee                           185,021 
 Transfer agent fee                                 93,200 
 Distribution fee                                   76,748 
 Financial agent fee                                 8,539 
 Directors' fee                                      6,236 
Accrued expenses                                   104,614 
                                               ------------ 
  Total liabilities                             13,189,836 
                                               ------------ 
Net Assets                                    $340,411,836 
                                               ============ 

Net Assets Consist of: 
Capital paid in on shares of common stock     $303,500,521 
Undistributed net investment income                 10,428 
Accumulated net realized gain                   18,506,923 
Net unrealized appreciation                     18,393,964 
                                               ------------ 
Net Assets                                    $340,411,836 
                                               ============ 
Class A 
Shares of common stock, $1 par value, 
  50,000,000 shares authorized, 
  (Net Assets $331,196,492)                     20,182,705 
Net asset value per share                           $16.41 
Offering price per share 
  $16.41/(1-4.75%)                                  $17.23 

Class B 
Shares of common stock, $1 par value, 
  50,000,000 shares authorized, 
  (Net Assets $9,215,344)                          564,458 
Net asset value and offering price per 
  share                                             $16.33 

                           STATEMENT OF OPERATIONS 
                        SIX MONTHS ENDED JUNE 30, 1996 
                                 (Unaudited) 

Investment Income 
Dividends                                              $ 1,503,621 
Interest                                                 4,184,766 
                                                        ----------- 
  Total investment income                                5,688,387 
                                                        ----------- 
Expenses 
Investment advisory fee                                  1,164,116 
Distribution fee--Class A                                  436,765 
Distribution fee--Class B                                   43,887 
Financial agent fee                                         53,728 
Transfer agent                                             334,684 
Printing                                                    43,751 
Custodian                                                   41,883 
Registration                                                25,124 
Professional                                                13,308 
Directors                                                   10,536 
Miscellaneous                                               15,094 
                                                        ----------- 
  Total expenses                                         2,182,876 
                                                        ----------- 
Net investment income                                    3,505,511 
                                                        ----------- 

Net Realized and Unrealized Gain (Loss) on Investments 
Net realized gain on securities                         18,435,092 
Net realized loss on foreign currency transactions          (5,196) 
Net change in unrealized appreciation 
  (depreciation) on investments                         (6,716,954) 
                                                        ----------- 
Net gain on investments                                 11,712,942 
                                                        ----------- 
Net increase in net assets resulting from 
  operations                                           $15,218,453 
                                                        =========== 

                      See Notes to Financial Statements 

                                                                               5
<PAGE>
 
Phoenix Total Return Fund, Inc. 

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                        Six Months 
                                                                                           Ended              Year 
                                                                                       June 30, 1996          Ended 
                                                                                        (Unaudited)     December 31, 1995 
                                                                                     ----------------  ----------------- 
<S>                                                                                    <C>                <C>
From Operations 
 Net investment income                                                                 $  3,505,511       $  9,711,631 
 Net realized gain                                                                       18,429,896         30,657,387 
 Net change in unrealized appreciation (depreciation)                                    (6,716,954)        20,305,509 
                                                                                        --------------    --------------- 
 Increase in net assets resulting from operations                                        15,218,453         60,674,527 
                                                                                        --------------    --------------- 
From Distributions to Shareholders 
 Net investment income--Class A                                                          (3,434,612)       (11,137,166) 
 Net investment income--Class B                                                             (60,471)          (157,249) 
 Net realized gains--Class A                                                             (1,753,955)       (21,046,512) 
 Net realized gains--Class B                                                                (47,832)          (460,526) 
                                                                                        --------------    --------------- 
 Decrease in net assets from distributions to shareholders                               (5,296,870)       (32,801,453) 
                                                                                        --------------    --------------- 
From Share Transactions 
Class A 
 Proceeds from sales of shares (604,162 and 2,327,216 shares, respectively)               9,783,436         36,428,108 
 Net asset value of shares issued from reinvestment of distributions (274,214 and 
  1,767,069 shares, respectively)                                                         4,379,191         27,891,041 
 Cost of shares repurchased (3,324,202 and 4,076,035 shares, respectively)              (54,184,299)       (65,751,129) 
                                                                                        --------------    --------------- 
 Total                                                                                  (40,021,672)        (1,431,980) 
                                                                                        --------------    --------------- 
Class B 
 Proceeds from sales of shares (97,732 and 418,716 shares, respectively)                  1,583,187          6,684,860 
 Net asset value of shares issued from reinvestment of distributions (6,006 and 
  34,447 shares, respectively)                                                               95,435            539,518 
 Cost of shares repurchased (45,522 and 36,705 shares, respectively)                       (738,214)          (599,012) 
                                                                                        --------------    --------------- 
 Total                                                                                      940,408          6,625,366 
                                                                                        --------------    --------------- 
 Increase (decrease) in net assets from share transactions                              (39,081,264)         5,193,386 
                                                                                        --------------    --------------- 
 Net increase (decrease) in net assets                                                  (29,159,681)        33,066,460 
Net Assets 
 Beginning of period                                                                    369,571,517        336,505,057 
                                                                                        --------------    --------------- 
 End of period (including undistributed net investment income of $10,428 and 
  $0, respectively)                                                                    $340,411,836       $369,571,517 
                                                                                        ==============    =============== 
</TABLE>

                      See Notes to Financial Statements 

6
<PAGE>
 
Phoenix Total Return Fund, Inc. 

                             FINANCIAL HIGHLIGHTS 
(Selected data for a share outstanding throughout the indicated period) 

<TABLE>
<CAPTION>
                                                                    Class A 
                                         --------------------------------------------------------------- 
                                           Six 
                                          Months 
                                          Ended                   Year Ended December 31, 
                                         6/30/96 
                                      (Unaudited)     1995       1994       1993       1992      1991 
                                         ---------   --------   --------   --------   -------   -------- 
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period       $15.98     $14.82     $15.48     $14.89    $15.22     $13.43 
Income from investment operations 
 Net investment income                       0.17       0.45       0.34       0.06(2)    0.24      0.36 
 Net realized and unrealized gain 
  (loss)                                     0.52       2.22      (0.69)      1.49      1.32       3.45 
                                         --------    -------    -------    -------    ------    ------- 
  Total from investment operations           0.69       2.67      (0.35)      1.55      1.56       3.81 
                                         --------    -------    -------    -------    ------    ------- 
Less distributions 
 Dividends from net investment 
   income                                   (0.17)     (0.52)     (0.31)     (0.11)    (0.25)     (0.37) 
 Dividends from net realized gains          (0.09)     (0.99)    (0.001)     (0.85)    (1.64)     (1.65) 
                                         --------    -------    -------    -------    ------    ------- 
  Total distributions                       (0.26)     (1.51)    (0.311)     (0.96)    (1.89)     (2.02) 
                                         --------    -------    -------    -------    ------    ------- 
Change in net asset value                    0.43       1.16      (0.66)      0.59     (0.33)      1.79 
                                         --------    -------    -------    -------    ------    ------- 
Net asset value, end of period             $16.41     $15.98     $14.82     $15.48    $14.89     $15.22 
                                         ========    =======    =======    =======    ======    ======= 
Total return(1)                              4.33%(4)  18.23%     -2.26%     10.49%    10.32%     28.62% 

Ratios/supplemental data: 
Net assets, end of period (thousands)    $331,196   $361,526   $335,177   $370,440   $58,006    $35,209 
Ratio to average net assets of: 
 Operating expenses                          1.19%(3)   1.21%      1.24%      1.29%     1.36%      1.58% 
 Net investment income                       1.97%(3)   2.67%      2.18%      1.26%     2.06%      2.51% 
Portfolio turnover                            130%(4)    184%       225%       246%      322%       249% 
Average commission rate paid(5)           $0.0505        N/A        N/A        N/A       N/A        N/A 
</TABLE>

<TABLE>
<CAPTION>
                                                      Class B 
                                         ----------------------------------- 
                                           Six 
                                          Months                   From 
                                          Ended       Year       Inception 
                                         6/30/96      Ended     10/24/94 to 
                                      (Unaudited)   12/31/95     12/31/94 
                                         ---------   --------   ------------ 
<S>                                      <C>         <C>          <C>
Net asset value, beginning of period      $15.89     $14.79       $14.98 
Income from investment operations 
 Net investment income                      0.11       0.30(2)      0.07 
 Net realized and unrealized gain 
  (loss)                                    0.53       2.22        (0.09) 
                                         --------    -------    ----------- 
  Total from investment operations          0.64       2.52        (0.02) 
                                         --------    -------    ----------- 
Less distributions 
 Dividends from net investment 
   income                                  (0.11)     (0.43)       (0.17) 
 Dividends from net realized gains         (0.09)     (0.99)          -- 
                                         --------    -------    ----------- 
  Total distributions                      (0.20)     (1.42)       (0.17) 
                                         --------    -------    ----------- 
Change in net asset value                   0.44       1.10        (0.19) 
                                         --------    -------    ----------- 
Net asset value, end of period            $16.33     $15.89       $14.79 
                                         ========    =======    =========== 
Total return(1)                             3.91%(4)  17.31%       -0.12%(4) 

Ratios/supplemental data: 
Net assets, end of period (thousands)     $9,215     $8,046       $1,328 
Ratio to average net assets of: 
 Operating expenses                         1.94%(3)   1.97%        2.26%(3) 
 Net investment income                      1.21%(3)   1.88%        1.74%(3) 
Portfolio turnover                           130%(4)    184%         225% 
Average commission rate paid(5)          $0.0505        N/A          N/A 
</TABLE>

(1) Maximum sales load is not reflected in total return calculation. 
(2) Computed using average shares outstanding. 
(3) Annualized 
(4) Not annualized 
(5) For fiscal years beginning on or after September 1, 1995, a fund is 
    required to disclose its average commission rate per share for securities 
    trades on which commissions are charged. This rate generally does not 
    reflect mark-ups, mark-downs, or spreads on shares traded on a principal 
    basis. 

                      See Notes to Financial Statements 

                                                                               7
<PAGE>
 
PHOENIX TOTAL RETURN FUND, INC. 
NOTES TO FINANCIAL STATEMENTS 
June 30, 1996 (Unaudited) 

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES 

   Phoenix Total Return Fund, Inc. ("the Fund") is registered under the 
Investment Company Act of 1940, as amended, as a diversified, open-end 
management investment company. The Fund's investment objective is to achieve 
the highest total return consistent with reasonable risk by investing in 
stocks, bonds and money market instruments. The Fund offers both Class A and 
Class B shares. Class A shares are sold with a front-end sales charge of up 
to 4.75%. Class B shares are sold with a contingent deferred sales charge 
which declines from 5% to zero depending on the period of time the shares are 
held. Both classes of shares have identical voting, dividend, liquidation and 
other rights and the same terms and conditions, except that each class bears 
different distribution expenses and has exclusive voting rights with respect 
to its distribution plan. Income and expenses of the Fund are borne pro rata 
by the holders of both classes of shares, except that each class bears 
distribution expenses unique to that class. 

   The following is a summary of significant accounting policies consistently 
followed by the Fund in the preparation of its financial statements. These 
policies are in conformity with generally accepted accounting principles. The 
preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets, liabilities, revenues and 
expenses. Actual results could differ from those estimates. 

A. Security valuation: 

   Equity securities listed or traded on a national securities exchange are 
valued at the last sale price or, if there has been no recent sale, at the 
last bid price. Securities traded in the over-the-counter market are valued 
at the last bid price. Debt securities (other than short-term obligations) 
are valued on the basis of broker quotations or valuations provided by a 
pricing service when such prices are believed to reflect the fair value of 
such securities. Prices provided by the pricing service may be determined 
without exclusive reliance on quoted prices and take into account appropriate 
factors such as institution-size trading in similar groups of securities, 
yield, quality, coupon rate, maturity, type of issue, trading characteristics 
and other market data. Use of pricing services has been approved by the 
Directors. Short-term investments having a remaining maturity of less than 61 
days are valued at amortized cost which approximates market. All other 
securities and assets are valued at fair value as determined in good faith by 
or under the direction of the Directors. 

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 does not amortize premiums but does amortize 
discounts using the effective interest method. Realized gains or 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 (the Code), applicable to regulated investment 
companies, and to distribute substantially all of its taxable income to its 
shareholders. In addition, the Fund intends to distribute an amount 
sufficient to avoid the imposition of any excise tax under Section 4982 of 
the Code. Therefore, no provision for federal income taxes or excise taxes 
has been made. 

D. Distributions to shareholders: 

   Distributions to shareholders are recorded on the ex-dividend date. Income 
and capital gain distributions are determined in accordance with income tax 
regulations which may differ from generally accepted accounting principles. 
These differences include the treatment of non-taxable dividends, expiring 
capital loss carryforwards, foreign currency gain/loss, partnerships, and 
losses deferred due to wash sales and excise tax regulations. Permanent book 
and tax basis differences relating to shareholder distributions will result 
in reclassifications to paid in capital. 

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 separate 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. 

8
<PAGE>
 
PHOENIX TOTAL RETURN FUND, INC. 
NOTES TO FINANCIAL STATEMENTS 
June 30, 1996 (Unaudited) (Continued) 

F. Security lending: 

   The Fund loans securities to qualified brokers through an agreement with 
State Street Bank and Trust Company (State Street). Under the terms of the 
agreement, the Fund receives collateral with a market value not less than 
100% of the market value of loaned securities. Collateral consists of cash, 
securities issued or guaranteed by the U.S. Government or its agencies and 
the sovereign debt of foreign countries. Interest earned on the collateral 
and premiums paid by the borrower are recorded as interest income by the Fund 
net of fees charged by State Street 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 June 30, 1996, the Fund had loaned securities with a market 
value of $16,914,307 and received collateral of $16,881,832. 

NOTE 2. INVESTMENT ADVISORY FEES AND RELATED PARTY TRANSACTIONS 

   As compensation for its services to the Fund, the Investment Adviser, 
Phoenix Investment Counsel, Inc., an indirect majority-owned subsidiary of 
Phoenix Home Life Mutual Insurance Company ("PHL"), is entitled to a fee at 
an annual rate of 0.65% of the average daily net assets of the Fund for the 
first $1 billion. 

   As Distributor of the Fund's shares, Phoenix Equity Planning Corp. 
("PEPCO"), an indirect majority-owned subsidiary of PHL, has advised the Fund 
that it retained net selling commissions of $16,673 for Class A shares and 
deferred sales charges of $5,363 for Class B shares for the six months ended 
June 30, 1996. In addition, the Fund pays PEPCO a distribution fee at an 
annual rate of 0.25% for Class A shares and 1.00% for Class B shares of the 
average daily net assets of the Fund. The Distributor has advised the Fund 
that of the total amount expensed for the six months ended June 30, 1996, 
approximately $136,000 was retained by the Distributor and $345,000 was paid 
to unaffiliated participants. 

   As Financial Agent of the Fund, PEPCO receives a fee at an annual rate of 
0.03% of the average daily net assets of the Fund for bookkeeping, 
administration and pricing services. PEPCO serves as the Fund's Transfer 
Agent with State Street as sub-transfer agent. For the six months ended June 
30, 1996, transfer agent fees were $334,684 of which PEPCO retained $116,640 
which is net of the fees paid to State Street. 

   At June 30, 1996, PHL and affiliates held 44 Class A shares and 7,440 
Class B shares of the Fund with a combined value of $122,136. 

NOTE 3. PURCHASES AND SALES OF SECURITIES 

   During the six months ended June 30, 1996, purchases and sales of 
investments, excluding short-term securities and U.S. Government securities, 
amounted to $367,975,944 and $344,614,498, respectively. Purchases and sales 
of long-term U.S. Government securities amounted to $45,170,368 and 
$70,476,214, respectively. 

                                                                               9
<PAGE>
 
PHOENIX TOTAL RETURN FUND, INC. 
101 Munson Street 
Greenfield, Massachusetts 01301 

Directors 
C. Duane Blinn 
Robert Chesek 
E. Virgil Conway 
Harry Dalzell-Payne 
Francis E. Jeffries 
Leroy Keith, Jr. 
Philip R. McLoughlin 
Everett L. Morris 
James M. Oates 
Calvin J. Pedersen 
Philip R. Reynolds 
Herbert Roth, Jr. 
Richard E. Segerson 
Lowell P. Weicker, Jr. 

Officers 
Philip R. McLoughlin, President 
Martin J. Gavin, Executive Vice President 
Michael E. Haylon, Executive Vice President 
William J. Newman, Senior Vice President 
James M. Dolan, Vice President 
William R. Moyer, Vice President 
C. Edwin Riley, Jr., Vice President 
Leonard J. Saltiel, Vice President 
Philip Stekl, Vice President 
Nancy G. Curtiss, Treasurer 
G. Jeffrey Bohne, Secretary and Clerk 

Investment Adviser 
Phoenix Investment Counsel, Inc. 
56 Prospect St. 
Hartford, CT 06115-0480 

Principal Underwriter 
Phoenix Equity Planning Corporation 
100 Bright Meadow Boulevard 
P.O. Box 2200 
Enfield, CT 06083-2200 

Transfer Agent 
Phoenix Equity Planning Corporation 
100 Bright Meadow Blvd. 
P.O. Box 2200 
Enfield, CT 06083-2200 
Attention: Phoenix Funds 

Custodian 
State Street Bank and Trust Company 
P.O. Box 351 
Boston, MA 02101 

 This report is not authorized for distribution to prospective investors in 
the Phoenix Total Return Fund, Inc. unless preceded or accompanied by an 
effective prospectus which includes information concerning the sales charge, 
the Fund's record and other pertinent information. 

<PAGE>
 
[THIS PAGE INTENTIONALLY LEFT BLANK] 

<PAGE>
 
[THIS PAGE INTENTIONALLY LEFT BLANK] 

<PAGE>
 
[THIS PAGE INTENTIONALLY LEFT BLANK] 

<PAGE>
 
[back cover]


Phoenix Total Return Fund, Inc. 

P.O. Box 2200 
Enfield, CT 06083-2200 

[Phoenix Duff & Phelps double diamond logo] 

PDP 462 (8/96) 

    Bulk Rate Mail 
     U.S. Postage 
         PAID 
    Springfield, MA 
    Permit No. 444 

[Dalbar honor logo] 

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 001
   <NAME> PHOENIX TOTAL RETURN FUND, INC. CLASS A
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                           316393
<INVESTMENTS-AT-VALUE>                          334788
<RECEIVABLES>                                    18814
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  353602
<PAYABLE-FOR-SECURITIES>                          6544
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         6646
<TOTAL-LIABILITIES>                              13190
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        303501
<SHARES-COMMON-STOCK>                            20183
<SHARES-COMMON-PRIOR>                            22629
<ACCUMULATED-NII-CURRENT>                           10
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          18507
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         18394
<NET-ASSETS>                                    340412 
<DIVIDEND-INCOME>                                 1503  
<INTEREST-INCOME>                                 4185
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (2183) 
<NET-INVESTMENT-INCOME>                           3505
<REALIZED-GAINS-CURRENT>                         18430
<APPREC-INCREASE-CURRENT>                       (6717)
<NET-CHANGE-FROM-OPS>                            15218
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (3435)
<DISTRIBUTIONS-OF-GAINS>                         (1754)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            604
<NUMBER-OF-SHARES-REDEEMED>                      (3324)
<SHARES-REINVESTED>                                274
<NET-CHANGE-IN-ASSETS>                         (30330)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1879
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             1164
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   2183
<AVERAGE-NET-ASSETS>                            360158
<PER-SHARE-NAV-BEGIN>                            15.98
<PER-SHARE-NII>                                   0.17
<PER-SHARE-GAIN-APPREC>                           0.52
<PER-SHARE-DIVIDEND>                            (0.17)
<PER-SHARE-DISTRIBUTIONS>                       (0.09)
<RETURNS-OF-CAPITAL>                              0.00
<PER-SHARE-NAV-END>                              16.41
<EXPENSE-RATIO>                                   1.19
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<SERIES>
   <NUMBER> 002
   <NAME> PHOENIX TOTAL RETURN FUND, INC. CLASS B
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                           316393
<INVESTMENTS-AT-VALUE>                          334788
<RECEIVABLES>                                    18814
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  353602
<PAYABLE-FOR-SECURITIES>                          6544
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         6646
<TOTAL-LIABILITIES>                              13190
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        303501
<SHARES-COMMON-STOCK>                              564
<SHARES-COMMON-PRIOR>                              506
<ACCUMULATED-NII-CURRENT>                           10
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          18507
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         18394
<NET-ASSETS>                                    340412
<DIVIDEND-INCOME>                                 1503
<INTEREST-INCOME>                                 4185
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (2183)
<NET-INVESTMENT-INCOME>                           3505
<REALIZED-GAINS-CURRENT>                         18430
<APPREC-INCREASE-CURRENT>                       (6717)
<NET-CHANGE-FROM-OPS>                            15218
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (60)
<DISTRIBUTIONS-OF-GAINS>                          (48)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             98
<NUMBER-OF-SHARES-REDEEMED>                       (46)
<SHARES-REINVESTED>                                  6
<NET-CHANGE-IN-ASSETS>                            1169
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                         1879
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             1164
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   2183
<AVERAGE-NET-ASSETS>                            360158
<PER-SHARE-NAV-BEGIN>                            15.89
<PER-SHARE-NII>                                   0.11
<PER-SHARE-GAIN-APPREC>                           0.53
<PER-SHARE-DIVIDEND>                            (0.11)
<PER-SHARE-DISTRIBUTIONS>                       (0.09)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              16.33
<EXPENSE-RATIO>                                   1.94
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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