UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-05820 THE HYPERION TOTAL RETURN FUND, INC. (Exact name of registrant as specified in charter) ONE LIBERTY PLAZA, 165 BROADWAY, 36TH FLOOR NEW YORK, NEW YORK 10006-1404 (Address of principal executive offices) (Zip code) CLIFFORD E. LAI, PRESIDENT THE HYPERION TOTAL RETURN FUND, INC. ONE LIBERTY PLAZA, 165 BROADWAY, 36TH FLOOR NEW YORK, NEW YORK, 10006-1404 (Name and address of agent for service) Registrant's telephone number, including area code: 1 (800) Hyperion Date of fiscal year end: November 30 Date of reporting period: July 1, 2003 through June 30, 2004 Item 1. Proxy Voting Record. During the period covered by this report, the Registrant held no voting securities. SIGNATURES Pursuant to the requirements of 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. THE HYPERION TOTAL RETURN FUND, INC. By: /s/ Clifford E. Lai _________________________ Clifford E. Lai Principal Executive Officer Date: August 30, 2004