EXHIBIT 77Q1(a)(1)
FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED
(the "Fund")


ARTICLES OF AMENDMENT
OF
FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INCORPORATED


       Flaherty & Crumrine/Claymore Total Return Fund Incorporated, a
Maryland corporation (hereinafter the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation that:

       FIRST:	The Articles Supplementary Establishing and Fixing
the Rights and Preferences of Auction Market Preferred Stock of the
Corporation, filed with the Maryland State of Department of Assessments
and Taxation on October 29, 2003 is hereby amended as follows: by
adding the following subsection 4(b)(v) to Part I thereof:

 "(v)	Terms of Office of Certain Directors to Terminate.
Simultaneously with and at the time that none of the issued
Preferred Shares are "outstanding" as set forth in subsection
(j) of this Section 4, i.e., the requisite Notice of
Redemption with respect to such Preferred Shares shall have
been mailed as provided in paragraph 8(c) of this Part 1 and
the Redemption Price for the redemption of such Preferred
Shares shall have been deposited in trust with the Auction
Agent for that purpose, the terms of office of any Directors
elected solely by the Holders of such Preferred Shares shall
automatically terminate and the remaining Directors shall
constitute the Directors of the Fund; provided, however, that
the terms of office of any such Directors who meet the
definition of "Continuing Directors" in the Fund's Articles
of Incorporation shall continue and shall not terminate."

       SECOND:	The amendment to the Charter of the Corporation set
forth in Article FIRST was advised by the Corporation's Board of
Directors and approved by the stockholders.

       IN WITNESS WHEREOF, the undersigned officers of the Corporation
have executed these Articles of Amendment and do hereby acknowledge
that these Articles of Amendment are the act and deed of the
Corporation and state that, to the best of their knowledge, information
and belief, the matters and facts contained herein with respect to
authorization and approval are true in all material respects, under the
penalties of perjury.
June 3, 2005

FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN
FUND INCORPORATED

       By:	/s/ Robert M. Ettinger
              	Robert M. Ettinger
       President
WITNESS:

/s/ R. Eric Chadwick
R. Eric Chadwick
Secretary
G:\Clients\Preferred\FLC\N-SAR\053105\FLC Exhibit 77Q1(a)(1) - 053105.doc