SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
4/11/2005
1. NAME OF REPORTING PERSON
Phillip Goldstein, Western Investment LLC, Arthur D. Lipson
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
NA
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NA
7. SOLE VOTING POWER
NA
8. SHARED VOTING POWER
NA
9. SOLE DISPOSITIVE POWER
NA
10. SHARED DISPOSITIVE POWER
NA
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
4,394,314
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.0%
14. TYPE OF REPORTING PERSON
NA
________________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
929,300
8. SHARED VOTING POWER
75,799
9. SOLE DISPOSITIVE POWER
2,460,848
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,460,848
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
3.36%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Western Investment LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Delaware
7. SOLE VOTING POWER
1,902,600
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,902,600
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,902,600
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.6%
14. TYPE OF REPORTING PERSON
00
________________________________________________________________
1. NAME OF REPORTING PERSON
Arthur D. Lipson
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
30,866
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
30,866
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
30,866
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
.04%
14. TYPE OF REPORTING PERSON
IN
________________________________________________________________
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of the Common Stock of The Zweig
Fund, Inc. ( "Issuer"). The address of the principal executive
offices of the Issuer is 900 Third Avenue, New York, New York
10022.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Phillip Goldstein, Western
Investment L L C, a Delaware limited liability company ("WILLC"),
Arthur D. Lipson, Western Investment Hedged
Partners LP, a Delaware limited partnership ("WIHP"),and Western
Investment Activism Partners L L C ("WIAP"), a Delaware limited
liability company. Each of the foregoing is referred to as a
"Reporting Person" and collectively as the "Reporting Persons."
WILLC has sole voting and investment power over WIHP's, and
WIAP's security holdings and Mr. Lipson, in his role as the
managing member of WILLC, controls WILLC's voting and investment
decisions.
(b) The business address for Phillip Goldstein is 60 Heritage
Drive, Pleasantville, NY 10570. The principal business address
for WILLC, WIHP and WIAP is 2855 East Cottonwood Parkway, Suite
110; Salt Lake City, UT 84121.
(c) Phillip Goldstein is a self-employed investment advisor. He
is also President of Kimball and Winthrop, Inc., an investment
advisory firm. The principal business of WILLC is acting as the
general partner and managing member of WIHP and WIAP. The
principal occupation of Arthur D. Lipson is acting as managing
member of WILLC. The principal business of WIHP and WIAP is the
business of acquiring, holding and disposing of investments in
various companies.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) All reporting persons are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The source of funds for the purchases of Shares is working
capital, funds from accounts managed by the reporting persons or
from margin loans from broker dealers where the accounts are
held.
ITEM 4. PURPOSE OF TRANSACTION
On 4/11/2005 the reporting persons filed preliminary proxy
materials with the Securities and Exchange Commission.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate percentage of Shares reported owned by each
person named herein is based upon 73,233,013 shares outstanding
as of March 8, 2005 as reported in the Issuer's Proxy Statement
filed with the Securities and Exchange Commission on April 4,
2005.
WIHP and WIAP beneficially owned 1,727,700 and 174,900 shares
respectively, representing 2.36% and .24%, respectively, of the
Shares outstanding. WILLC beneficially owned 1,902,600 Shares
constituting approximately 2.6% of the Shares outstanding. Mr.
Lipson beneficially owned 30,866 shares or .04% of the shares
outstanding.
As the general partner or managing member, as the case may be, of
WIHP and WIAP, WILLC may be deemed to beneficially own the
1,902,600 Shares beneficially owned in the aggregate by WIHP and
WIAP. As the managing member of WILLC, Mr. Lipson may be deeemd
to beneficially own the 1,933,466 Shares beneficially owned by
WILLC and Mr. Lipson.
(b) For WILLC, WIHP, WIAP and Arhtur D. Lipson each reporting
Person is deemed to have sole voting and dispositive power over
the Shares reported as beneficially owned by virtue of their
respective positions as described in paragraph (a). Mr. Goldstein
is deemed to have sole voting power over 929,300 shares or 1.27%
of shares outstanding, joint voting for 75,799 shares or .1% of
shares outstanding and sole dispositive power for 2,460,848
shares or 3.36% of shares outstanding.
(c). During the last sixty days the following shares of common
stock were purchased:
WIHP
2/18/05 15,900 @ 5.42
2/22/05 6,000 @ 5.44
2/23/05 4800 @ 5.41
There were no sales.
(d) No person other than the Reporting Persons and their clients
are known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of, the
Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
NONE.
ITEM 7.
Exhibit 1. Joint Filing Agreement
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 4/20/05
By: /s/ Phillip Goldstein
-------------------------
Name: Phillip Goldstein
WESTERN INVESTMENT L L C
By: /s/ Arthur D. Lipson, Sole Member
WESTERN INVESTMENT HEDGED PARTNERS LP
By: Western Investment L L C,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS L L C
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
/s/ Arthur D. Lipson
___________________________
ARTHUR D. LIPSON
Exhibit 1. JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the
Securities Exchange Act of 1934, as amended, the persons named
below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D dated April 20, 2005 (including
amendments thereto) with respect to the Common Stock of The Zweig
Fund, Inc. This Joint Filing Agreement shall be filed as an
Exhibit to such Statement.
Dated: April 20, 2005
By: /s/ Phillip Goldstein
-------------------------
Name: Phillip Goldstein
WESTERN INVESTMENT L L C
By: /s/ Arthur D. Lipson, Sole Member
WESTERN INVESTMENT HEDGED
PARTNERS LP
By: Western Investment L L C,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM
PARTNERS L L C
By: Western Investment L L C,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
/s/ Arthur D. Lipson
ARTHUR D. LIPSON