FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MORGAN STANLEY

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/31/2008 

3. Issuer Name and Ticker or Trading Symbol

FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND INC [FLC]

(Last)        (First)        (Middle)

1585 BROADWAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10036       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Auction Market Preferred   355   I   By Subsidiary  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

Remarks:
The preferred shares reported herein represent the Reporting Person's combined holdings in multiple series of auction
preferred securities of the Issuer, which are treated herein as one class of securities in accordance with the Auction Rate
Securities - Global Exemptive Relief no-action letter issued by the Securities and Exchange Commission (the "SEC") on
September 22, 2008. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security
holder of the Issuer, complete information regarding the number of the Issuer's equity securities purchased or sold at each
different price and date of all transactions in such securities that occurred after the Reporting Person became a 10% owner
but prior to the date of this filing.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MORGAN STANLEY
1585 BROADWAY
NEW YORK, NY 10036
X


Signatures
/s/ Dennine Bullard, By: Morgan Stanley, By: Dennine Bullard, Authorized Signatory 1/12/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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