---------------------------------------
                                                        OMB APPROVAL
                                         ---------------------------------------
                                          OMB Number:        3235-0145
                                         ---------------------------------------
                                          Expires:           December 31, 2005
                                         ---------------------------------------
                                          Estimated average burden
                                          hours per response. . . . . . . . 11
                                         ---------------------------------------

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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                Flaherty & Crumrine / Claymore Total Return Fund
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    338479108
                                 --------------
                                 (CUSIP Number)

                                December 31, 2008
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X]  Rule 13d-1(b)

[_]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

*    The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of (S) 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 338479108

   -----------------------------------------------------------------------------
    1. Names of Reporting Persons.

            Claymore Securities Defined Portfolios,
            Series 305, 352, 357, 358, 374, 376, 384, 390, 398, 406, 426, 433,
            434, 438, 446, 453, 458, 459, 461, 468, and 494

       I.R.S. Identification Nos. of above persons (entities only):

            Claymore Securities Defined Portfolios,
            Series 305 -- Tax ID# 205045471

                                        1




            Claymore Securities Defined Portfolios,
            Series 352 -- Tax ID# 133792989
            Claymore Securities Defined Portfolios,
            Series 357 -- Tax ID# 137554658
            Claymore Securities Defined Portfolios,
            Series 358 -- Tax ID# 113797653
            Claymore Securities Defined Portfolios,
            Series 358 -- Tax ID# 113797655
            Claymore Securities Defined Portfolios,
            Series 374 -- Tax ID# 137554776
            Claymore Securities Defined Portfolios,
            Series 376 -- Tax ID# 137554779
            Claymore Securities Defined Portfolios,
            Series 384 -- Tax ID# 137554706
            Claymore Securities Defined Portfolios,
            Series 390 -- Tax ID# 113815407
            Claymore Securities Defined Portfolios,
            Series 398 -- Tax ID# 137567981
            Claymore Securities Defined Portfolios,
            Series 406 -- Tax ID# 137568027
            Claymore Securities Defined Portfolios,
            Series 426 -- Tax ID# 137573674
            Claymore Securities Defined Portfolios,
            Series 426 -- Tax ID# 137573673
            Claymore Securities Defined Portfolios,
            Series 433 -- Tax ID# 137573680
            Claymore Securities Defined Portfolios,
            Series 434 -- Tax ID# 137573682
            Claymore Securities Defined Portfolios,
            Series 438 -- Tax ID# 137579495
            Claymore Securities Defined Portfolios,
            Series 438 -- Tax ID# 137579496
            Claymore Securities Defined Portfolios,
            Series 446 -- Tax ID# 137582450
            Claymore Securities Defined Portfolios,
            Series 453 -- Tax ID# 137582461
            Claymore Securities Defined Portfolios,
            Series 453 -- Tax ID# 137582462
            Claymore Securities Defined Portfolios,
            Series 458 -- Tax ID# 137582530
            Claymore Securities Defined Portfolios,
            Series 459 -- Tax ID# 137586009
            Claymore Securities Defined Portfolios,
            Series 459 -- Tax ID# 137586008
            Claymore Securities Defined Portfolios,
            Series 461 -- Tax ID# 137586010
            Claymore Securities Defined Portfolios,
            Series 468 -- Tax ID# 137586033
            Claymore Securities Defined Portfolios,
            Series 494 -- Tax ID# 137593994

   -----------------------------------------------------------------------------
    2. Check the Appropriate Box if a Member of a Group (See Instructions)
       (a) [_]
       (b) [_]
   -----------------------------------------------------------------------------
    3. SEC Use Only

   -----------------------------------------------------------------------------
    4. Citizenship or Place of Organization:

            Claymore Securities Defined Portfolios,
            Series 305, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 352, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 357, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 358, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 374, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 376, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 384, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 390, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 398, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 406, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 426, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 433, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 434, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 438, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 446, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 453, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 458, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 459, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 461, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 468, Lisle, IL
            Claymore Securities Defined Portfolios,
            Series 494, Lisle, IL
   -----------------------------------------------------------------------------
     Number of     5. Sole Voting Power
      Shares
                           570,340

                                        2




                  --------------------------------------------------------------
                   6. Shared Voting Power
  Beneficially by
     Owned by     --------------------------------------------------------------
       Each        7. Sole Dispositive Power
     Reporting
      Person               570,340
       With:      --------------------------------------------------------------
                   8. Shared Dispositive Power

--------------------------------------------------------------------------------
 9.  Aggregate Amount Beneficially Owned by Each Reporting Person

         570,340
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
    Instructions)

--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

         5.83%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

         IV

--------------------------------------------------------------------------------

Item 1.  (a) Name of Issuer

             Flaherty & Crumrine

         (b) Address of Issuer's Principal Executive Offices

             F&C/Claymore Preferred Securities Inc.
             301 East Colorado Blvd, Suite 720
             Pasadena, CA 91101

Item 2.  (a) Name of Person Filing

             Claymore Securities, Inc. as Sponsor for the Filing Entities

         (b) Address of Principal Business Office or, if none, Residence

             2455 Corporate West Drive
             Lisle, IL 60532

         (c) Citizenship

             USA

         (d) Title of Class of Securities

             Common Stock

         (e) CUSIP Number

             338479108

Item 3.  If this statement is filed pursuant to (S) (S) 240.13d-1 (b) or
         240.13d-2(b) or (c), check whether the person filing is a:

                  (a) [X] Broker or dealer registered under section 15 of the
                  Act (15 U.S.C, 78o).

                  (b) [_] Bank as defined in section 3(a)(6) of the Act (15
                  U.S.C. 78c).

                  (c) [_] Insurance company as defined in section 3(a)(19) of
                  the Act (15 U.S.C. 78c).

                  (d) [_] Investment company registered under section 8 of the
                  Investment Company Act of 1940 (15 U.S.C 80a-8).

                  (e) [_] An investment adviser in accordance with
                  SECTION240.13d-l(b) (l}(ii)(E);

                  (f) [_] An employee benefit plan or endowment fund in
                  accordance with SECTION240.13d-l(b)(l}(ii)(F);

                                       3




                  (g) [_] A parent holding company or control person in
                  accordance with SECTION240.13d-l(b)(l)(ii)(G);

                  (h) [_] A savings associations as defined in Section 3(b) of
                  the Federal Deposit Insurance Act (12 U.S.C. 1813);

                  (i) [_] A church plan that is excluded from the definition of
                  an investment company under section 3(c)(14) of the
                  Investment Company Act of 1940 (15 U.S.C. 80a-3);

                  (j) [_] A church plan that is excluded from the definition of
                  an investment company under section 3(c)(14) of the
                  Investment Company Act of 1940 (15 U.S.C. 80a-3);

                  (j) [_] Group, in accordance with
                  SECTION240.13d-l(b)(l)(ii)(J).

Item 4. Ownership.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

                  (a) Amount beneficially owned: 570,340

                  (b) Percent of class: 5.83%

                  (c) Number of shares as to which the person has:

                      (i)   Sole power to vote or to direct the vote 570,340

                      (ii)  Shared power to vote or to direct the vote
                            ___________.

                      (iii) Sole power to dispose or to direct the disposition
                            of 570,340

                      (iv)  Shared power to dispose or to direct the disposition
                            of ___________.

     Instruction. For computations regarding securities which represent a right
     to acquire an underlying security see Section N240.13d-3(d)(l).

Item 5. Ownership of Five Percent or Less of a Class

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [_].

Instruction: Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on By the Parent Holding Company

     If a parent holding company has filed this schedule, pursuant to Rule
13d-l(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-l(c) or Rule
13d-l(d), attach an exhibit stating the identification of the relevant
subsidiary.

Item 8. Identification and Classification of Members of the Group

     If a group has filed this schedule pursuant to
SECTION240.13d-l(b)(l)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to SECTION240.13d-l(c) or
SECTION240.13d-I(d), attach an exhibit stating the identity of each member of
the group.

                                       4




Item 9. Notice of Dissolution of Group

     Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

Item 10. Certification

     (a)  The following certification shall be included if the statement is
          filed pursuant to SECTION240.13d-1 (b):

               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were acquired and are
               held in the ordinary course of business and were not acquired
               and are not held for the purpose of or with the effect of
               changing or influencing the control of the issuer of the
               securities and were not acquired and are not held in connection
               with or as a participant in any transaction having that purpose
               or effect.

     (b)  The following certification shall be included if the statement is
          filed pursuant to SECTIONS240.13d-l(c):

               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing the control of the issuer of the securities and were
               not acquired and are not held in connection with or as a
               participant in any transaction having that purpose or effect.

                                    SIGNATURE

     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.

                                                         February 11, 2009
                                                   -----------------------------
                                                               Date

                                                        /s/ Kevin Robinson
                                                   -----------------------------
                                                             Signature

                                                      Kevin Robinson, Senior
                                                        Managing Director,
                                                   General Counsel and Corporate
                                                             Secretary
                                                     Claymore Securities, Inc.
                                                   -----------------------------
                                                            Name/Title

     The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See SECTIONS240.13d-7 for other
parties for whom copies are to be sent.

  Attention: Intentional misstatements or omissions of fact constitute Federal
                    criminal violations (See 18 U.S.C. 1001)

                                        5