SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-8A

NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940

The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such notification of registration submits the following information:

Name: Flaherty & Crumrine/Claymore Total Return Fund Incorporated

Address of Principal Business Office (No. & Street, City, State, Zip Code):

301 E. Colorado Boulevard, Suite 720
Pasadena, California 91101

Telephone Number (including area code): (626) 795-7300

Name and address of agent for service of process:

Robert M. Ettinger

Flaherty & Crumrine/Claymore Total Return Fund Incorporated

301 E. Colorado Boulevard, Suite 720 Pasadena, California 91101

Copies to:

Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019

Check Appropriate Box:

Registrant is filing a Registration Statement pursuant to Section 8(b) of the Investment Company Act of 1940 concurrently with the filing of Form N-8A:
Yes /X/ No / /

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the registrant has caused this notification of registration to be duly signed on its behalf in the City of Pasadena and State of California on the 23rd day of June, 2003.

FLAHERTY & CRUMRINE/CLAYMORE TOTAL
RETURN FUND INCORPORATED 

                                   By: /s/ Donald F. Crumrine
                                       ----------------------
                                       Donald F. Crumrine
                                       Chief Executive Officer


ATTEST:

By: /s/ Peter C. Stimes
    -------------------
    Peter C. Stimes
    Chief Financial Officer

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