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SECURITIES AND EXCHANGE COMMISSION

Issuer Delisting; Notice of Application of The Zweig Total Return Fund, Inc. to Withdraw its Common Stock, $.001 par value, from Listing and Registration on the Pacific Exchange, Inc. File No. 1-10016

July 20, 2005

On June 21, 2005, The Zweig Total Return Fund, Inc., a Maryland corporation, ("Issuer"), filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act")1 and Rule 12d2-2(d) thereunder,2 to withdraw its common stock, $.001 par value ("Security"), from listing and registration on the Pacific Exchange, Inc. ("PCX").

On May 10, 2005, the Board of Directors ("Board") of the Issuer approved a resolution to withdraw the Security from listing and registration on PCX. The Board stated that the reason for its decision to withdraw the Security from PCX is that the volume of trading in the Security on PCX has been very modest. The Board determined that the benefits of continued listing on PCX do not outweigh the incremental costs of the listing fee and administrative time and expense associated with listing on PCX. The Security is currently listed and traded on the New York Stock Exchange, Inc. ("NYSE").

The Issuer stated in its application that it has complied with applicable rules of PCX by providing PCX with the required documents governing the withdrawal of securities from listing and registration on PCX.

The Issuer's application relates solely to the withdrawal of the Security from listing on PCX, and shall not affect its continued listing on NYSE or its obligation to be registered under Section 12(b) of the Act.3

Any interested person may, on or before August 12, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of PCX, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic comments:

Paper comments:

  • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-9303.
     

All submissions should refer to File Number 1-10016. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.4

Jonathan G. Katz
Secretary


Endnotes


http://www.sec.gov/rules/delist/1-10016.htm


Modified: 07/21/2005