POWER OF ATTORNEY

	Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kevin J. Carr, Mark S. Flynn, Jennifer S. Fromm,
the undersigned's true and lawful attorney-in-fact to:

	(1) execute for and on behalf of the undersigned, in the undersigned's capacity
   as an officer and/or director of The Zweig Fund Inc, and The Zweig Total
Return Fund Inc,
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities
  Exchange Act of 1934 and the rules thereunder, and any other forms or reports
the undersigned may be required to file in connection with the undersigned's
ownership, acquisition, or disposition of securities of the Company;

	(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
or other form or report, and timely file such form or report with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and

	(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, including
without limitation, the completion and signing of any document that may be
required to obtain EDGAR codes or any other required filing codes on behalf of
the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
  could do if personally present, with full power of substitution or revocation,
  hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
  with Section 16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of December 2011.




/s/ George R Aylward