SecProbe.io

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								February 3, 2004
David A. Sturms, Esq.
Vedder, Price, Kaufman & Kammholz, P.C.
222 North LaSalle Street
Chicago, Illinois 60601-1003

Re:	Calamos Strategic Total Return Fund
	File Nos. 333-111756, 811-21484

Dear Mr. Sturms:

	We have reviewed the registration statement on Form N-2 for
the
Calamos Strategic Total Return Fund (the "Fund"), filed with the
Commission on January 7, 2004.  We have the following comments.
The
captions we use below correspond to the captions used in the
registration statement.  Please note that comments we give in one
section apply to other sections in the filing that contain the
same
or similar disclosure.

Prospectus
General

1. We note that portions of the filing are incomplete. We may have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
further pre-effective amendments.

2. Please inform the staff of the information the Fund proposes to
omit from the final pre-effective amendment pursuant to Rule 430A
under the Securities Act.

3. Revise the disclosure appearing on the prospectus cover that is
set forth in all                                   capital letters
so
as to use another means to make the disclosure prominent.

Prospectus Summary
	Investment Objective
		Disclosure later in the prospectus states that the
Fund`s
investment objective may be changed by the board without a
shareholder vote.  Revise this disclosure to state that
shareholders
will be given at least 60 days notice of any change in it`s
investment objective.

	Investment Policies
		Please summarize the methods the Fund will use to select
securities for the Fund`s portfolio.  Please disclose the
percentage
of managed assets the Fund will invest in junk bonds.
		Please explain supplementally to us why you believe
foreign
securities represented by American Depository Receipts should not
be
counted as foreign securities for the purpose of the Fund`s
limitation on investment in foreign issuers.
	Use of Leverage by the Fund
		Please clarify that the higher investment management fee
resulting from the use of leverage will be paid entirely by the
Fund`s common shareholders.
	Risks
		Please clarify that any increase in the Fund`s operating
costs resulting from the use of leverage will be borne by the
Fund`s
common shareholders.
		Please explain in the disclosure how fluctuation in the
dividend rates on the Fund`s preferred shares constitutes a risk
to
common shareholders.
		Please explain in the disclosure how Fund compliance
with
covenants in credit agreements, asset pledge restrictions and
rating
organization guidelines may affect the Fund`s investment strategy
and, consequently, constitutes a risk to common shareholders.
Summary of Fund Expenses
		Since the Fund plans to issue preferred shares, please
include the costs of that offering, currently found in footnote 2,
in
the appropriate line item of the fee table.

		Indent the table in footnote number 4 to more clearly
reflect that it is part of the note.

Investment Objectives and Principal Investment Strategies
		Is the Fund likely to have portfolio turnover greater
than
100%?  If so, please disclose that the Fund will have high
portfolio
turnover, and disclose all attendant risks.
		Please identify in this section all policies of the
Fund,
which may not be changed without the vote of majority of the
outstanding voting securities, including those policies that the
Fund
deems to be fundamental.
		The discussion sub-captioned "Principal Investment
Strategies" discusses "Structured Products," "REITS," and "Zero
Coupon Securities," among others.  These instruments are not
discussed in the Prospectus Summary.  Revise the summary so as to
discuss each of the Fund`s principal strategies.
Statement of Additional Information

Item 13.  Management of the Fund
		The disclosure in this section indicates that Weston W.
Marsh is a partner at a law firm that has performed work for John
P.
Calamos, the chief executive and a controlling person of Calamos.
Thus, Mr. Marsh appears to have a "material business or
professional
relationship" with the Fund`s investment adviser, which would
render
him an "interested person" under Section 2(a)(19)(B)(vii) of the
Investment Company Act of 1940.  However, Mr. Marsh is listed as a
disinterested director.  Please revise the disclosure to indicate
that Mr. Marsh is an interested director.  Alternatively, explain
supplementally why Mr. Marsh is not an interested director.
	Please disclose in reasonable detail the material factors and
the conclusions with respect thereto that formed the basis for the
board of directors approving the investment advisory contract.
See
Item 18.13 of Form N-2.

   		*    *    *    *    *    *

	Please respond to this letter in the form of a pre-effective
amendment filed under Rule 472 of the Securities Act.  Any
questions
you may have regarding the filing or this letter may be directed
to
Vincent J. Di Stefano at 202.942.0686 or the undersigned at
202.942.0631

							Sincerely,

							Larry L. Greene for
							Vincent J. Di Stefano
							Senior Counsel

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