EX-99.906CERT

                                 CERTIFICATIONS

Ralph W. Bradshaw, Chief Executive Officer, and Frank J. Maresca, Chief
Financial Officer, of Cornerstone Total Return  Fund, Inc. (the "Registrant"),
each certify to the best of his knowledge that:

1.       The Registrant's periodic report on Form N-CSR for the period ended
         June 30, 2009 (the "Form N-CSR") fully complies with the requirements
         of section 13(a) or section 15(d) of the Securities Exchange Act of
         1934, as amended; and

2.       The information contained in the Form N-CSR fairly presents, in all
         material respects, the financial condition and results of operations of
         the Registrant.


/S/ RALPH W. BRADSHAW                           /S/ FRANK J. MARESCA
- -----------------------------------------       -------------------------------
Ralph W. Bradshaw, Chairman and President       Frank J. Maresca, Treasurer
(Principal Executive Officer)                   (Principal Financial Officer)

Date:  September 4, 2009                         Date:  September 4, 2009



A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER
DOCUMENT AUTHENTICATING, ACKNOWLEDGING OR OTHERWISE ADOPTING THE SIGNATURE THAT
APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT
REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO CORNERSTONE TOTAL RETURN FUND,
INC. AND WILL BE RETAINED BY CORNERSTONE TOTAL RETURN FUND, INC. AND
FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

This certification is being furnished to the Securities and Exchange Commission
solely pursuant to 18 U.S.C. 1350 and is not being filed as part of the Form
N-CSR filed with the Commission.