UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
             the Securities Exchange Act of 1934. (Amendment No.  )

    Filed by the Registrant /X/
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    / /  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
         14a-6(e)(2))
    / /  Definitive Proxy Statement
    /X/  Definitive Additional Materials
    / /  Soliciting Material Pursuant to Section 240.14a-12

                        THE ZWEIG TOTAL RETURN FUND, INC.
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                (Name of Registrant as Specified In Its Charter)


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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                            LAST CALL

   - PROTECT YOUR INVESTMENT IN THE ZWEIG TOTAL RETURN FUND -

           - RETURN YOUR WHITE PROXY CARD IMMEDIATELY-

May 7, 2004

Dear Fellow ZTR Shareholder:

THIS COMING WEDNESDAY, MAY 12, 2004, SHAREHOLDERS OF THE ZWEIG TOTAL RETURN
FUND WILL MAKE DECISIONS THAT WILL SIGNIFICANTLY INFLUENCE THE FUTURE VALUE
OF THEIR INVESTMENTS. Your options are simple:

     -    To support a Board of Directors that is eminently qualified
          to lead the Fund, and has recently taken important steps to
          improve fund performance and your personal tax situation. TO DO
          THAT, PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR WHITE PROXY
          CARD. OR, IF YOUR SHARES ARE HELD IN STREET NAME WITH A
          BROKERAGE FIRM, BANK NOMINEE OR OTHER INSTITUTION, YOU CAN ALSO
          VOTE BY TELEPHONE AT 1-800-454-8683 OR AT WWW.PROXYVOTE.COM.

                                      OR

     -    To vote for the self-serving proposals of an acknowledged
          dissident shareholder who has an extensive record of seeking to
          destroy the long-term value of closed-end funds through costly
          and disruptive proxy battles. His primary tactic: the
          dissemination of misleading and inaccurate information designed
          to make shareholders believe that he is serving their financial
          interests.

With your mailbox cluttered with a number of Goldstein's misguided and
defamatory letters, your Board wants to set the record straight to
demonstrate exactly how Goldstein is attempting to confuse and deceive you.
Please consider the following from his April 23 and May 4 letters:

     INACCURATE GOLDSTEIN STATEMENT #1: "The discount first appeared after
     the Board announced its decision to abandon our Fund's longstanding cash
     10% distribution policy."

     THE TRUTH: The discount did not first appear after the decision to
     change the cash distribution policy. Since the inception of the Fund in
     1988, shares have traded at a discount or a premium at various times and
     the largest discount was reached in March 2000, a year in which the 10%
     cash distribution was in effect. As you know, closed-end funds, by their
     very nature, trade from time to time at discounts or premiums in
     response to market conditions and other variables.

     The Board's April 8, 2004 decision to adopt a new fixed distribution
     policy, consisting of 7% cash and 3% stock, has had a positive effect.
     Since the announcement, the discount narrowed from 9.7% to 6.9% (as of
     April 23). More recently, the discount was 8.1% (as of May 5). In our
     opinion, the Fund's discount would have been



     significantly lower if not for an approximately 6.5% decline on the
     average discount of closed-end bond funds over the past four weeks (from
     a 0.3% premium to a 6.2% discount), resulting from the recent rise in
     interest rates. During that time, the average discount of closed-end
     stock funds also widened by 2.1% to 6.0%.

     INACCURATE GOLDSTEIN STATEMENT(S) #2: "Our accountants have advised us
     that as long as the dividend is supported by income, there will be no
     adverse tax consequences." ..."Recently, in response to complaints from
     several shareholders, the Board announced a phony 10% dividend policy
     whereby only 7% will be paid in cash and 3% in stock. That is simply a
     bookkeeping gimmick designed to fool shareholders into thinking they
     will be getting the equivalent of 10% cash in their pockets."

     THE TRUTH: These statements are unfounded and inaccurate. There
     certainly would be adverse tax consequences if the Fund makes 10% cash
     distributions consisting of realized capital gains -- in whole or in part
     -- in the current year. Those capital gain distributions would be fully
     taxable as ordinary income and, at the same time, the Fund's existing
     capital loss carryover would be reduced by the amount of the capital
     gain. Accordingly, shareholders would lose the tax benefits attributable
     to the amount of that lost capital loss carryover. The recent policy
     allows shareholders to receive 7% cash and 3% in stock, and the Board
     believes that, on balance, it will be more beneficial to shareholders.
     While the tax potential remains for the cash distribution, the stock
     component will be received by shareholders on a tax-free basis. Should a
     shareholder elect to sell the stock, the shareholder would obtain the
     capital gains treatment on the sale.

     INACCURATE GOLDSTEIN STATEMENT #3:  "...our nominees will work to modify
     ZTR's investment policy (subject to any required shareholder approvals)
     so that it can earn more income and pay a 10% cash dividend without
     incurring any additional tax liability."

     THE TRUTH: This statement is misleading since it is unrealistic in the
     current economic climate to believe that the Fund can generate income of
     10%, exclusive of capital gains, without resorting to substantially
     riskier investments not contemplated by the Fund's investment objective
     and policies. There would be adverse tax consequences to shareholders on
     the distribution of capital gain income, which would be taxable at
     ordinary income tax rates.

     INACCURATE GOLDSTEIN STATEMENT(S) #4: Various statements to the effect
     that open-ending the Fund would solve the Fund's challenges.

     THE TRUTH: Goldstein fails to mention the negative impact that
     open-ending could have on the Fund, such as lower overall returns and
     significantly increased expenses. In addition, if the Fund were
     open-ended, the Fund may have to pay for redemptions by exiting
     shareholders, by selling portfolio securities at inopportune times and
     incurring increased transaction costs. Goldstein, who purchased all of
     his shares since July 2003, wants to open-end the Fund so he has the
     option of immediately redeeming his shares for a quick profit.


                                       2



     It is important to note that open-ending is always an option for the
     Fund. However, we don't think it's wise at this time and we don't think
     it should be done at the instigation of someone like Goldstein who is
     acting on a short-term opportunity. The Board always has the power to
     recommend open-ending the fund to shareholders as a structural solution
     to a pervasive discount. But that is not our intention at this time.

     INACCURATE GOLDSTEIN STATEMENT(S) #5: Slurs related to Carlton Neel's
     performance, relying on an inaccurate article posted on a Web site.

     THE TRUTH: The references to Carlton Neel's management of two separate
     mutual funds are inaccurate; in fact, he did not manage those funds
     during a majority of the time frames referred to in this article, which
     was unbalanced and contained many inaccuracies.

The Board is independent, works diligently to oversee the Fund, and will
continue to serve the best interests of long-term shareholders. Goldstein is
seeking to put his own slate of less-qualified directors on the Board by
ignoring the established process for nominating new directors. That process
involves thorough consideration of a nominee's experience, background,
integrity, and ability to function on a board. Goldstein has demonstrated in
other situations his complete disdain for board process and function --
instead choosing to wage disruptive battles at an enormous cost and with
serious implications for shareholders' long-term interests.

GOLDSTEIN'S DISTORTED PERSPECTIVE ON HOW TO MANAGE THE ZWEIG TOTAL RETURN
FUND SERIOUSLY THREATENS THE ABILITY OF THE BOARD AND THE MANAGEMENT TEAM TO
CREATE LONG-TERM VALUE FOR YOU.

Therefore, your participation in this year's Annual Meeting of Shareholders,
scheduled for Wednesday, May 12, is essential. PLEASE VOTE TODAY BY SIGNING,
DATING AND MAILING PROMPTLY YOUR WHITE PROXY CARD. OR, IF YOUR SHARES ARE
HELD IN STREET NAME WITH A BROKERAGE FIRM, BANK NOMINEE OR OTHER INSTITUTION,
YOU CAN ALSO VOTE BY TELEPHONE AT 1-800-454-8683 OR AT WWW.PROXYVOTE.COM. AND
REMEMBER -- DO NOT SIGN ANY GREEN CARD YOU MAY RECEIVE.

If you have any questions, D.F. King & Co., Inc., your Fund's proxy
solicitor, will be pleased to assist. Please call them toll-free at
1-888-628-1041.

The Board of Directors thanks you for your consideration of this important
matter and appreciates the prompt return of your WHITE proxy card.

Sincerely,

Daniel T. Geraci
President, The Zweig Total Return Fund, Inc.