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THE ZWEIG TOTAL RETURN FUND, INC.
900 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 451-1100
April 20, 1998
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Zweig Total Return Fund, Inc.
Securities Act File No. 333-47371
Investment Company Act File No. 811-5620
Rule 497(j) Certification
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Dear Commissioners:
In lieu of filing with the Commission its definitive Prospectus and
Statement of Additional Information dated April 14, 1998, as otherwise required
by Rule 497(c) under the Securities Act of 1933, The Zweig Total Return Fund,
Inc. hereby certifies that:
(1) the form of Prospectus and Statement of Additional Information
that would have been filed under Rule 497(c) would not have
differed from that contained in Pre-Effective Amendment No. 2 to
its registration statement on Form N-2 ("Amendment No. 2") as
filed with the Commission on April 14, 1998; and
(2) the text of Amendment No. 2 has been filed with the Commission
electronically.
Sincerely,
/s/ Jeffrey Lazar
Jeffrey Lazar
Vice President
