CORNERSTONE TOTAL RETURN FUND INC — Director's Dealing 2006

Feb 14, 2006

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CORNERSTONE TOTAL RETURN FUND INC (CRF)
CIK: 0000033934
Period of Report: 2005-12-31

Reporting Person: CLARK WILLIAM A (Director, Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3579.297	Direct

Footnotes

F1: Includes (i) 3,074 shares acquired in exchange for securities of The Cornerstone Strategic Return Fund, Inc. pursuant to the
merger on October 25, 2002 of The Cornerstone Strategic Return Fund, Inc. with and into the Registrant, and (ii) an
aggregate of 505.297 shares subsequently acquired pursuant to the Reporting Person's participation in the Registrant's
Dividend Reinvestment Plan.