CORNERSTONE TOTAL RETURN FUND INC

Regulatory Filings • Nov 16, 2012

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Phone:	215-569-5734
Fax:	215-832-5734
Email:	schwartz-g@blankrome.com

November 16, 2012

BY EDGAR

Kevin C. Rupert

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Re: Cornerstone Total Return Fund, Inc. (the “Fund”)

SEC File Numbers: 333-184454 and 811-02363

Dear Mr. Rupert:

On behalf of the Fund, and pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effective date of the Fund’s registration statement on Form N-2 filed on October 17, 2012 and amended on November 15, 2012 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective on the date hereof (the “Effective Date”), or as soon thereafter as practicable.

Our client has selected the Effective Date to provide the Fund sufficient time to commence and conclude the offering during its current fiscal year and within the conditions of its exemptive relief related to its managed distribution plan, as well as within the requirements of the NYSE MKT.

In connection with the foregoing acceleration request, the Fund hereby acknowledges that:

● Should the Commission or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

One Logan Square 18 th and Cherry Streets Philadelphia, PA 19103-6998

www.BlankRome.com

Delaware · Florida · Maryland · New Jersey · New York · Ohio · Pennsylvania · Washington, DC

Kevin C. Rupert

November 16, 2012

Page 2

● The action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

● The Fund may not assert the action of the Commission or its staff in declaring the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments regarding the above, please phone me at (215) 569-5734. Thank you for your continued assistance.

Very truly yours,
/s/ Geoffrey D. Schwartz
Geoffrey D. Schwartz