UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-02363

Cornerstone Total Return Fund, Inc.

(Exact name of registrant as specified in charter)

48 Wall Street    New York, NY	10005
(Address of principal executive offices)	(Zip code)

Frank J. Maresca

AST Fund Solutions, LLC  48 Wall Street  New York, NY 10005

(Name and address of agent for service) 

Registrant's telephone number, including area code: (866) 668-6558

Date of fiscal year end: December 31

Date of reporting period: March 31, 2017

Item 1. Schedule of Investments.

CORNERSTONE TOTAL RETURN FUND, INC.

SCHEDULE OF INVESTMENTS - MARCH 31, 2017 (Unaudited)

Description	No. of Shares		Value
EQUITY SECURITIES - 99.11%
CLOSED-END FUNDS - 24.97%
CORE - 10.26%
Adams Diversified Equity Fund, Inc.		267,471	$	3,677,726
General American Investors Company, Inc.		110,292		3,695,885
Liberty All-Star Equity Fund		523,884		2,860,407
Royce Micro-Cap Trust, Inc.		129,683		1,088,040
Royce Value Trust		238,226		3,335,164
Source Capital, Inc.		16,312		612,679
Tri-Continental Corporation		103,395		2,390,492
				17,660,393
DEVELOPED MARKET - 0.42%
Aberdeen Singapore Fund, Inc.		34,200		369,360
Morgan Stanley Asia-Pacific Fund, Inc.		7,520		115,432
Swiss Helvetia Fund, Inc. (The)		20,567		238,577
				723,369
EMERGING MARKETS - 1.95%
Aberdeen Chile Fund, Inc.		41,715		290,754
China Fund, Inc. (The)		7,569		125,645
First Trust/Aberdeen Emerging Opportunity Fund		23,365		356,550
Latin American Discovery Fund, Inc. (The)		12,736		134,238
Mexico Fund, Inc. (The)		6,801		111,536
Morgan Stanley China A Share Fund, Inc.		89,800		1,725,956
Morgan Stanley India Investment Fund, Inc.		5,000		157,600
Templeton Dragon Fund, Inc.		20,400		383,316
Turkish Investment Fund, Inc. (The)		7,756		64,607
				3,350,202
GLOBAL - 2.74%
Alpine Global Total Dynamic Dividend Fund		211,726		1,748,857
Delaware Enhanced Global Dividend and Income Fund		4,465		49,070
Gabelli Global Small and Mid Cap Value Trust (The)		28,520		324,843
Gabelli Global Utility & Income Trust (The)		14,675		272,955
GDL Fund (The)		96,213		947,698
Lazard Global Total Return and Income Fund, Inc.		2,220		33,278
Royce Global Value Trust, Inc.		50,533		444,185
Wells Fargo Advantage Global Dividend Opportunity Fund		154,185		897,357
				4,718,243
GLOBAL INCOME - 0.07%
Legg Mason BW Global Income Opportunities Fund Inc.		10,100		129,078
INCOME & PREFERRED STOCK - 0.67%
LMP Capital and Income Fund Inc.		80,839		1,150,339
NATURAL RESOURCES - 3.44%
Adams Natural Resources Fund, Inc.		141,139		2,740,919
BlackRock Resources & Commodities Strategy Trust		369,150		3,174,690
				5,915,609
OPTION ARBITRAGE/OPTIONS STRATEGIES - 0.15%
Voya Asia Pacific High Dividend Equity Income Fund		11,650		118,131
Voya Global Advantage and Premium Opportunity Fund		13,067		136,942
				255,073
PACIFIC EX JAPAN - 0.31%
Aberdeen Greater China Fund, Inc.		27,871		292,646
Thai Fund, Inc. (The)		27,288		233,858
				526,504

See accompanying notes to schedule of investments.

CORNERSTONE TOTAL RETURN FUND, INC.

SCHEDULE OF INVESTMENTS - MARCH 31, 2017 (Unaudited)

Description No. of Shares Value

REAL ESTATE - 4.02%
Alpine Global Premier Properties Fund	400,001	$	2,288,006
CBRE Clarion Global Real Estate Income Fund	258,918		1,934,117
Cohen & Steers Preferred Securities and Income Fund, Inc.	106,000		2,047,920
RMR Real Estate Income Fund	31,211		655,431
			6,925,474
SECTOR EQUITY - 0.28%
BlackRock Science and Technology Trust	15,699		332,191
Nuveen Real Asset Income and Growth Fund	8,200		141,204
			473,395
UTILITY - 0.66%
Duff & Phelps Global Utility Income Fund Inc.	11,018		179,153
Macquarie Global Infrastructure Total Return Fund Inc.	42,036		960,523
			1,139,676
TOTAL CLOSED-END FUNDS			42,967,355
CONSUMER DISCRETIONARY - 9.16%
Amazon.com, Inc. *	2,900		2,570,966
Carnival Corporation	5,000		294,550
Chipotle Mexican Grill, Inc. *	800		356,416
Delphi Automotive PLC	3,000		241,470
Ford Motor Company	48,000		558,720
General Motors Company	18,000		636,480
Home Depot, Inc. (The)	10,000		1,468,300
Lowe's Companies, Inc.	6,000		493,260
Mattel, Inc.	5,000		128,050
McDonald's Corporation	11,600		1,503,476
Newell Brands Inc.	7,000		330,190
NIKE, Inc.	10,000		557,300
Omnicom Group Inc.	2,000		172,420
Starbucks Corporation	18,000		1,051,020
Target Corporation	8,000		441,520
Time Warner, Inc.	7,000		683,970
TJX Companies, Inc. (The)	4,000		316,320
Twenty-First Century Fox, Inc.	8,500		270,130
Twenty-First Century Fox, Inc. - Class A	14,000		453,460
V.F. Corporation	6,000		329,820
Viacom, Inc. - Class B	5,000		233,100
Walt Disney Company (The)	21,500		2,437,885
Yum! Brands, Inc.	3,500		223,650
			15,752,473
CONSUMER STAPLES - 7.48%
Archer-Daniels-Midland Company	6,000		276,240
Clorox Company (The)	2,000		269,660
Coca-Cola Company (The)	34,000		1,442,960
Colgate-Palmolive Company	10,000		731,900
ConAgra Foods, Inc.	4,500		181,530
CVS Health Corporation	5,000		392,500
General Mills, Inc.	5,000		295,050
Kellogg Company	5,000		363,050
Kimberly-Clark Corporation	2,000		263,260
Kraft Heinz Company (The)	8,000		726,480
Lamb Weston Holdings, Inc.	1		42
Molson Coors Brewing Company	2,000		191,420
Monster Beverage Corporation *	6,000		277,020
PepsiCo, Inc.	3,000		335,580
Philip Morris International Inc.	15,000		1,693,500
Procter & Gamble Company (The)	29,000		2,605,650
Reynolds American Inc.	14,000		882,280
Wal-Mart Stores, Inc.	27,000		1,946,160
			12,874,282
ENERGY - 5.04%
Baker Hughes Incorporated	3,000		179,460
Chevron Corporation	18,000		1,932,660
Concho Resources Inc. *	2,000		256,680
Exxon Mobil Corporation	42,000		3,444,420
Occidental Petroleum Corporation	5,900		373,824
ONEOK, Inc.	1,400		77,616
Phillips 66	6,000		475,320
Pioneer Natural Resources Company	2,000		372,460
Schlumberger Limited	20,000		1,562,000
			8,674,440

See accompanying notes to schedule of investments. 

CORNERSTONE TOTAL RETURN FUND, INC.

SCHEDULE OF INVESTMENTS - MARCH 31, 2017 (Unaudited)

Description No. of Shares Value

EXCHANGE-TRADED FUND - 1.65%
SPDR S&P 500 ETF Trust	12,000	$	2,828,880
FINANCIALS - 9.84%
Aflac Incorporated	5,000		362,100
Allstate Corporation (The)	4,000		325,960
American Express Company	11,000		870,210
Aon plc	3,000		356,070
Bank of America Corporation	20,000		471,800
Bank of New York Mellon Corporation (The)	6,000		283,380
BB&T Corporation	10,000		447,000
Berkshire Hathaway Inc. - Class B *	14,000		2,333,520
Chubb Limited	5,203		708,909
Citigroup Inc.	36,700		2,195,394
CME Group Inc.	4,000		475,200
Fifth Third Bancorp	11,000		279,400
Franklin Resources, Inc.	11,000		463,540
Goldman Sachs Group, Inc. (The)	7,000		1,608,040
Loews Corporation	4,000		187,080
MetLife, Inc.	14,000		739,480
Morgan Stanley	19,000		813,960
State Street Corporation	6,000		477,660
Travelers Companies, Inc. (The)	3,000		361,620
Wells Fargo & Company	57,000		3,172,620
			16,932,943
HEALTH CARE - 10.55%
Abbott Laboratories	21,000		932,610
Allergan plc	1,900		453,948
Anthem, Inc.	4,000		661,520
Baxter International Inc.	8,000		414,880
Bristol-Myers Squibb Company	22,000		1,196,360
Cigna Corporation	4,000		585,960
Eli Lilly and Company	7,000		588,770
Gilead Sciences, Inc.	8,000		543,360
Johnson & Johnson	37,000		4,608,350
McKesson Corporation	2,000		296,520
Medtronic Plc	13,000		1,047,280
Merck & Company, Inc.	38,000		2,414,520
Mylan N.V. *	4,000		155,960
Pfizer Inc.	74,200		2,538,382
Stryker Corporation	6,000		789,900
Thermo Fisher Scientific Inc.	6,000		921,600
			18,149,920
INDUSTRIALS - 7.50%
3M Company	8,000		1,530,640
Caterpillar Inc.	7,000		649,320
Cummins Inc.	2,000		302,400
Danaher Corporation	9,000		769,770
Deere & Company	6,000		653,160
Eaton Corporation plc	3,000		222,450
Emerson Electric Co.	7,000		419,020
Fortive Corporation	3,500		210,770
General Electric Company	112,100		3,340,580
Johnson Controls International plc	6,000		252,720
Raytheon Company	4,000		610,000
United Parcel Service, Inc.	10,100		1,083,730
Union Pacific Corporation	10,000		1,059,200
United Technologies Corporation	14,000		1,570,940
Waste Management, Inc.	3,000		218,760
			12,893,460

See accompanying notes to schedule of investments.

CORNERSTONE TOTAL RETURN FUND, INC.

SCHEDULE OF INVESTMENTS - MARCH 31, 2017 (Unaudited)

Description No. of Shares Value

INFORMATION TECHNOLOGY - 16.32%
Activision Blizzard, Inc.	6,700	$	334,062
Alphabet Inc. - Class A *	1,000		847,800
Alphabet Inc. - Class C *	6,002		4,979,019
Apple Inc.	39,000		5,602,740
Cisco Systems, Inc.	50,000		1,690,000
Cognizant Technology Solutions Corporation *	4,000		238,080
Corning Incorporated	13,000		351,000
eBay Inc. *	7,000		234,990
Intel Corporation	37,000		1,334,590
International Business Machines	17,000		2,960,380
Microsoft Corporation	83,600		5,505,896
Oracle Corporation	45,700		2,038,677
PayPal Holdings, Inc. *	14,000		602,280
QUALCOMM Incorporated	16,000		917,440
Symantec Corporation	7,000		214,760
TE Connectivity Ltd.	3,000		223,650
			28,075,364
MATERIALS - 2.06%
Air Products & Chemicals, Inc.	2,000		270,580
Dow Chemical Company (The)	11,000		698,940
E. I. du Pont de Nemours and Company	10,000		803,300
Freeport-McMoRan Inc.	18,100		241,816
Monsanto Company	5,000		566,000
Newmont Mining Corporation	5,000		164,800
Nucor Corporation	3,300		197,076
Praxair, Inc.	5,000		593,000
			3,535,512
REAL ESTATE - 0.46%
American Tower Corporation	4,000		486,160
Weyerhaeuser Company	9,000		305,820
			791,980
TELECOMMUNICATION SERVICES - 2.20%
AT&T, Inc.	63,103		2,621,929
Verizon Communications, Inc.	24,000		1,170,000
			3,791,929
UTILITIES - 1.88%
American Electric Power Company, Inc.	5,000		335,650
Dominion Resources, Inc.	3,000		232,710
Duke Energy Corporation	8,600		705,286
Edison International	2,000		159,220
Exelon Corporation	6,000		215,880
NextEra Energy, Inc.	4,000		513,480
PPL Corporation	5,000		186,950
Public Service Enterprises Group, Inc.	4,000		177,400
Southern Company (The)	9,400		467,932
Xcel Energy Inc.	5,500		244,475
			3,238,983
TOTAL EQUITY SECURITIES (cost - $153,528,656)			170,507,521
SHORT-TERM INVESTMENT - 0.85%
MONEY MARKET FUND - 0.85%
Fidelity Institutional Money Market Government Portfolio - Class I, 0.56%^ (cost - $1,461,025)	1,461,025		1,461,025
TOTAL INVESTMENTS - 99.96% (cost - $154,989,681)			171,968,546
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.04%			77,145
NET ASSETS - 100.00%		$	172,045,691

* Non-income producing security. 

^ The rate shown is the 7-day effective yield as of March 31, 2017. 

See accompanying notes to schedule of investments.

CORNERSTONE TOTAL RETURN FUND, INC.

NOTES TO SCHEDULE OF INVESTMENTS

MARCH 31, 2017 (Unaudited)

Federal Income Tax Cost: The following information is computed on a tax basis for each item as of March 31, 2017:

Cost of portfolio investments	$	154,990,854
Gross unrealized appreciation	$	18,858,966
Gross unrealized depreciation		(1,881,274	)
Net unrealized appreciation	$	16,977,692

The difference between the federal income tax cost of portfolio investments and the Schedule of Investments cost for the Fund is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and generally accepted accounting principles. These "book/tax" differences are temporary in nature and are due to the tax deferral of losses on wash sales.
 

As required by the Fair Value Measurement and Disclosures Topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification, the Fund has performed an analysis of all assets and liabilities measured at fair value to determine the significance and character of all inputs to their fair value determination.
 

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories:
 

· Level 1 - quoted unadjusted prices for identical instruments in active markets to which the Fund has access at the date of measurement.

· Level 2 - quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

· Level 3 - model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Fund's own assumptions that market participants would use to price the asset or liability based on the best available information.

The following is a summary of the inputs used as of March 31, 2017 in valuing the Fund's investments carried at value:

VALUATION INPUTS	INVESTMENTS IN SECURITIES		OTHER FINANCIAL INSTRUMENTS*
Level 1 – Quoted Prices
Equity Investments	$	170,507,521	$	-
Short-Term Investments		1,461,025		-
Level 2 – Other Significant Observable Inputs		-		-
Level 3 – Significant Unobservable Inputs		-		-
Total	$	171,968,546	$	-

* Other financial instruments include futures, forwards and swap contracts, if any.

The breakdown of the Fund's investments into major categories is disclosed in its Schedule of Investments.

As of March 31, 2017, the Fund did not have any transfers in and out of any Level.

The Fund did not have any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at March 31, 2017.

In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, final rules) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Although still evaluating the potential impact to the Fund, management does not expect these changes to have an effect on the Fund.

In December 2016, the FASB released an Accounting Standards Update (“ASU”) that makes technical changes to various sections of the Accounting Standards Codification (“ASC”), including Topic 820, Fair Value Measurement. The changes to Topic 820 are intended to clarify the difference between a valuation approach and a valuation technique. The changes to ASC 820-10-50-2 require a reporting entity to disclose, for Level 2 and Level 3 fair value measurements, a change in either or both a valuation approach and a valuation technique and the reason(s) for the change. The changes to Topic 820 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Management has evaluated the implications of ASU 820-10-50-2 and does not expect the adoption of the ASU to have an effect on the Fund.

The Fund is exposed to financial market risks, including the valuations of its investment portfolio. During the three months ended March 31, 2017, the Fund did not engage in derivative instruments and other hedging activities.

The Fund has evaluated the need for additional disclosures and/or adjustments resulting through the date its financial statements were issued. Based on this evaluation, no additional disclosures or adjustments were required to such Schedule of Investments.

Securities valuation policies and other investment related disclosures are hereby incorporated by reference to the Fund's annual report previously filed with the Securities and Exchange Commission on Form N-CSR on March 2, 2017 with a file number 811-02363.

Other information regarding the Fund is available in the Fund’s most recent annual report. This information is also available on the Fund’s website at www.cornerstonetotalreturnfund.com; or on the website of the Securities and Exchange Commission at www.sec.gov.

Item 2. Controls and Procedures.

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that such information is recorded, processed, summarized, and reported on a timely basis.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

File as exhibits as part of this Form a separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Cornerstone Total Return Fund, Inc.

By (Signature and Title)*		/s/ Ralph W. Bradshaw
		Ralph W. Bradshaw, President and Chairman
		(Principal Executive Officer)
Date	May 19, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)*		/s/ Ralph W. Bradshaw
		Ralph W. Bradshaw, President and Chairman
		(Principal Executive Officer)
Date	May 19, 2017
By (Signature and Title)*		/s/ Frank J. Maresca
		Frank J. Maresca, Treasurer (Principal Financial Officer)
Date	May 19, 2017

* Print the name and title of each signing officer under his or her signature.