CERTIFICATIONS

I, Gary A. Bentz, certify that:

1. I have reviewed this report on Form N-CSR of Cornerstone Total Return Fund,
   Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a
   material fact or omit to state a material fact necessary to make the
   statements made, in light of the circumstances under which such statements
   were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this report, fairly present in all material respects
   the financial condition, results of operations, changes in net assets, and
   cash flows (if the financial statements are required to include a statement
   of cash flows) of the registrant as of, and for, the periods presented in
   this report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant
   and have:

        (a) designed such disclosure controls and procedures to ensure that
   material information relating to the registrant, including its consolidated
   subsidiaries, is made known to us by others within those entities,
   particularly during the period in which this report is being prepared;

        (b) evaluated the effectiveness of the registrant's disclosure controls
   and procedures as of a date within 90 days prior to the filing date of this
   report (the "Evaluation Date"); and

        (c) presented in this report our conclusions about the effectiveness of
   the disclosure controls and procedures based on our evaluation as of the
   Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
   most recent evaluation, to the registrant's auditors and the audit committee
   of the registrant's board of directors (or persons performing the equivalent
   functions):

        (a) all significant deficiencies in the design or operation of internal
   controls which could adversely affect the registrant's ability to record,
   process, summarize, and report financial data and have identified for the
   registrant's auditors any material weakness in internal controls; and

        (b) any fraud, whether or not material, that involves management or
   other employees who have a significant role in the registrant's internal
   controls; and

6. The registrant's other certifying officers and I have indicated in this
   report whether or not there were significant changes in internal controls or
   in other factors that could significantly affect internal controls subsequent
   to the date of our most recent evaluation, including any corrective actions
   with regard to significant deficiencies and material weaknesses.

Date:  September 4, 2003

/s/ Gary A. Bentz
- ------------------------
Gary A. Bentz
Vice President and Treasurer
(Principal Financial Officer)