Edgar Filing: BOULDER TOTAL RETURN FUND INC

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-07390
----------------------------

BOULDER TOTAL RETURN FUND, INC.
-----------------------------------------------------------------
(Exact name of registrant as specified in charter)

Fund Administrative Services
1680 38th Street, Suite 800
BOULDER, CO 80301
-----------------------------------------------------------------
(Address of principal executive offices) (Zip code)

Fund Administrative Services
1680 38th Street, Suite 800
BOULDER, CO 80301
-----------------------------------------------------------------
(Name and address of agent for service)

registrant's telephone number, including area code: 303-444-5483
--------------

Date of fiscal year end: NOVEMBER 30, 2003
-------------------

Date of reporting period: NOVEMBER 30, 2003
-------------------

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

BOULDER TOTAL RETURN FUND, INC.
Annual Report
November 30, 2003

Dear Shareholder:

There are over 7,000 publicly traded companies in the United States. The Boulder
Total Return Fund, Inc. (the "Fund") currently owns the common stock in 32 of
these companies. That's up slightly from a year ago when the Fund held the stock
of 27 companies. The ten largest holdings make up over two-thirds of the Fund's
total value. As advisers, we'd prefer to own more of what we like than to buy
dozens of stocks thereby settling for less than the cream of the crop. Eight of
the stocks the Fund owns are real estate investment trusts ("REITs"). The Fund
purchased the REITs primarily for the dividends they pay. We don't expect the
REITs to produce significant valuation increases, unless inflation rears its
ugly head. Our portfolio turnover rate, which measures the rate of buying and
selling, was only 9% in fiscal 2003. You'd be hard-pressed to find somebody
labeling us "gunslingers."

For the 12 months ending November 30

FISCAL YEAR ENDING BTF NAV TOTAL RETURN S&P 500 TOTAL RETURN
------------------ -------------------- --------------------
2003 17.4% 15.1%
2002 -12.6% -16.5%
2001 17.7% -12.2%
2000* 13.3% -4.2%

*2000 was the first full year under the management of Boulder Investment
Advisers and Stewart Investment Advisers.

Most fund managers would be happy with a one-year performance that simply beats
the S&P, or whichever index is comparative to their objective. However, while
we're not hanging our heads, we're not jumping up and down either. If we tack on
last year's fiscal performance of -12.6% to this year's 17.4%, we're up just
2.5% over 2 years, or 1.2% annualized. This is the reason we're not jumping up
and down this year. By the way, the 17.4% return this year includes the effect
of dilution from the rights offering we had in July, discussed more fully below.

But let's tack on fiscal 2001's performance of 17.7%. That takes our 3-year
performance to 20.7%, or 6.5% annualized. Still not jumping, but we're starting
to hop a bit.

How about another year? Going back to 2000, our performance was 13.3%. So,
4-year performance is 36.7%, or 8.1% annualized. Still not jumping, but our
hopping is with a bit more enthusiasm. The S&P 500 over the same period is DOWN
20%, or -4.4% annualized.

Two guys are carefully working with live electrical wires. The novice nervously
asks the other, "How many volts do these wires have running through them?" The
other guy responds, "it's not the volts that get you, it's the amps." It's not
one year of performance that makes or breaks a fund, it's the performance over
the years strung together that matter. We'll persevere to continue "stringing
together" solid years of performance.

Interest rates continue to remain at historical lows. This bodes well for the
Fund since it gets to take advantage of paying a low rate of interest on its
Auction Market Preferred Stock.

The industrial stocks and the REITs in the Fund both performed well this past
year. The Fund's largest holding, Berkshire Hathaway comprising 29.5% of the
Fund's assets, was up 15.9% for the year. Insurance companies have performed
well the last year, and the two insurance subsidiaries of Berkshire, GEICO and
General Re, are two of the best run insurance companies you'll find. They've
certainly added value to our Berkshire holdings. The Fund's next largest
holding, Yum! Brands was up over 44%. Three and a half years ago, in mid-2000,
the market afforded us the opportunity to buy Yum! Brands (then Tricon Global)
at a split adjusted price of $13.74 per share. It was $34.49 as of November 30,
2003.

Since the last report you received as of May 31, 2003, we've purchased several
new stocks for the Fund.

You'll recognize some of the names like Pepsi Bottling, Maytag, Pfizer, and
Eastman Kodak. Others you may not have heard of include Federated Investors,
First American Corp., AON Corporation, and Torchmark. We like the long-term
outlook for all of these companies. We hope that 5 or 10 years down the road,
we'll be able to look back in hindsight and say, "the market afforded us the
opportunity to buy these successful companies back in 2003 at very reasonable
prices."

In July 2003, the Fund conducted a one-for-three rights offering in which one
new share was issued for each three shares outstanding at a substantial discount
to the NAV on the expiration date of the offering. The new shares were issued to
participating shareholders at $12.10 per share on July 11, 2003, when the Fund's
NAV was $16.78. When the new shares were issued and the offering proceeds
collected, the NAV immediately re-calculated to $15.60. This CHANGE in NAV is
considered dilution. The Fund's total return on NAV for the 12 months, INCLUDING
THIS DILUTION, was the 17.4% stated above. However, if you fully exercised your
rights in the offering you didn't experience this dilution. In fact you were
able to increase your position in the Fund by one-third by buying the new shares
at the discounted price of $12.10 which, when averaged with the Fund's
pre-offering NAV of $16.78, resulted in the "re-calculated" NAV of $15.60, with
no "net" loss in NAV to shareholders who participated. Those who chose to sell
their rights, rather than exercise them, recovered part of the dilution from the
sale of the rights. It is important to understand that this dilution will have a
permanent effect on all of the Fund's NAV performance comparisons that involve
periods starting before and ending after July 11, 2003. The comparisons shown in
the future will always understate the NAV performance realized by those who
fully exercised their rights or sold them.

If you're a reader of any newspaper's business section, you've certainly read
about the scandals in the mutual fund industry. A few open-end mutual funds
allowed large institutional investors, including hedge funds, to invest in their
mutual funds based on the closing price AFTER the close of the market, which
they would do on occasions when positive news was released AFTER the close that
would have a positive impact on the NAV. Simply put, they were sneaking in for a
midnight snack while the long-term investors were sleeping snugly in their beds.
It wasn't that the mutual fund operators were asleep at the switch. In fact,
they were leaving the door open with a sign that said, "Come on in!" This
practice was clearly illegal. In addition, there have been reports of other
abuses including time-zone arbitrage and paying excessive commissions out of
owners' money to those brokers who provided benefits to the adviser. These
practices involved only `open-end' mutual funds. Your Fund is a closed-end fund
that trades on the NYSE. We never have, nor will we ever be, party to such
shenanigans. New York attorney general Eliot Spitzer (a.k.a. Eliot Ness) has put
an end to the after-market trading. A good guess would be his next target might
be soft dollars, which are currently perfectly legal, but probably shouldn't be.
This is another way an adviser benefits while the fund owners pay the expense.
Your Fund does not have any soft-dollar arrangements, nor will it seek soft
dollar arrangements in the future. While BTF shareholders have not suffered any
costs from the issues discussed above, all the new regulations that are being
proposed to curb these abuses will almost certainly increase your costs when we
are forced to comply with them.

The Fund has repurchased some of its own shares on the open market. Through
November 30, 2003, it has purchased 30,400 shares at an average price of $14.48
per share. Even though the repurchasing of shares has the effect of shrinking
the Fund, we felt the shares were a bargain in the range of a 15% to 17%
discount to NAV. Shrinking the Fund can have the effect of increasing the
expense ratio. However, buying the shares back at a discount is accretive to the
NAV. By purchasing the 30,400 shares at a discount, the NAV was positively
impacted (it increased) by about one cent per share.

Our website at WWW.BOULDERFUNDS.NET is an excellent source for information on
the Fund. If you've lost your annual report, or want to read an old one, it's
available on the website. You will also find information about the Boulder Total
Return Fund's sister fund - the Boulder Growth & Income Fund.

/S/ STEWART R. HOREJSI

Stewart R. Horejsi
December 23, 2003

-----------------------
NOTHING IN THIS ANNUAL REPORT SHOULD BE CONSIDERED AS INVESTMENT ADVICE. THIS
LETTER EXPLAINS THE MANAGERS' VIEWS AS OF ITS DATE, WHICH MAY HAVE SUBSEQUENTLY
CHANGED.

BOULDER TOTAL RETURN FUND, INC.

EXHIBIT 1
(UNAUDITED)

TOTAL RETURNS
FOR THE PERIODS ENDING NOVEMBER 30

DOW JONES
MOST S&P 500 INDUSTRIAL NASDAQ
RECENT BTF NAV INDEX AVERAGE COMPOSITE
-------------------------------------------------------------------------
3 Months 11.9% 5.5% 4.5% 8.4%
6 Months 11.3% 10.8% 11.8% 23.1%
1 Year 17.4% 15.1% 12.6% 33.2%
3 Years* 6.5% -5.5% -0.15% -7.2%
Since 8/99** 6.5% -4.2% -2.1% -7.3%

* Annualized
** Annualized since August 28, 1999, the date the current Advisers
became investment advisers to the Fund.

EXHIBIT 2
(UNAUDITED)

CHANGE IN PRINCIPAL VALUE OF ASSET CLASSES 11/30/2002 TO 11/30/2003

COMMON STOCK INVESTMENTS
---------------------------------------------------------------
RICS REITS INDUSTRIALS TOTAL
---- ----- ----------- -----

Beginning Market Value............... 11/30/02 $ 252,105 $56,812,724 $140,832,783 $197,897,612
----------- ----------- ------------ ------------
Cost of Purchases.................... 12/1/02- 11/30/03 -- 7,069,185 51,978,298 59,047,483
Proceeds from Sales.................. 12/1/02- 11/30/03 255,119 9,259,991 9,690,246 19,205,356
----------- ----------- ------------ ------------
Net Purchase/(Sales)................. (255,119) (2,190,806) 42,288,052 39,842,127
Beginning Market Value Plus
Net Purchases/(Sales)............. (3,014) 54,621,918 183,120,835 237,739,739
----------- ----------- ------------ ------------
Net Appreciation .................... 3,014 10,933,427 29,212,369 40,148,810
Ending Market Value.................. 11/30/03 -- $65,555,345 $212,333,204 $277,888,549
----------- ----------- ------------ ------------
Number of Issues Held................ 11/30/03 0 8 25
Cash and Other Assets &
Liabilities....................... $ 20,184,907
------------
Total Net Assets.................. $298,073,456
============

The information in the table below is unaudited.

FINANCIAL DATA

PER SHARE OF PER SHARE OF
COMMON STOCK COMMON STOCK
------------------------ ------------------------
NET ASSET NYSE NET ASSET NYSE
VALUE CLOSING PRICE VALUE CLOSING PRICE
--------- ------------- --------- -------------
12/31/2002 .. $14.91 $12.40 6/30/2003 .. $16.26 $12.95
1/31/2003 .. $14.05 $11.95 7/31/2003 .. $15.38 $13.18
2/28/2003 .. $13.02 $11.36 8/31/2003 .. $15.74 $13.43
3/31/2003 .. $13.52 $12.00 9/30/2003 .. $15.96 $13.56
4/30/2003 .. $14.76 $12.87 10/31/2003 .. $16.70 $14.10
5/31/2003 .. $15.82 $14.00 11/30/2003 .. $17.61 $14.59

BOULDER TOTAL RETURN FUND, INC. PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 2003

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

SHARES VALUE
-------- -------

DOMESTIC COMMON STOCKS - 90.8%
BEVERAGES - 1.2% Pepsi Bottling Group, Inc. ........................... 150,000 $ 3,462,000
-------------
DIVERSIFIED - 29.5% Berkshire Hathaway Inc., Class A+ .................... 750 62,812,500
Berkshire Hathaway Inc., Class B+ .................... 9,010 25,237,010
-------------
TOTAL DIVERSIFIED 88,049,510
-------------
FINANCIAL SERVICES - 8.6% Citigroup, Inc. ...................................... 293,360 13,799,654
Federated Investors, Inc. ............................ 120,000 3,450,000
MBIA, Inc. ........................................... 5,000 290,600
MGIC Investment Corporation .......................... 5,000 264,750
Providian Financial Corporation+ ..................... 698,000 7,887,400
-------------
TOTAL FINANCIAL SERVICES 25,692,404
-------------
HOUSEHOLD FURNISHINGS
& APPLIANCES - 1.1% Maytag Corporation ................................... 120,000 3,172,800
-------------
INDUSTRIAL - 2.0% Eastman Kodak Company ................................ 240,000 5,846,400
-------------
INSURANCE - 4.6% AON Corporation ...................................... 135,000 2,961,900
First American Corporation ........................... 120,000 3,552,000
Torchmark Corporation ................................ 90,000 3,969,000
Wesco Financial Corporation .......................... 9,000 3,141,450
-------------
TOTAL INSURANCE 13,624,350
-------------
PHARMACEUTICALS - 6.8% Bristol-Meyers Squibb Company ........................ 125,000 3,293,750
Merck & Company, Inc. ................................ 150,000 6,090,000
Pfizer, Inc. ......................................... 200,000 6,710,000
Schering-Plough Corporation .......................... 264,000 4,237,200
-------------
TOTAL PHARMACEUTICALS 20,330,950
-------------
REITS - 22.0% Developers Diversified Realty Corporation ............ 194,301 6,122,425
First Industrial Realty Trust, Inc. .................. 400,000 13,248,000
Hospitality Properties Trust ......................... 400,000 15,820,000
HRPT Properties Trust ................................ 1,300,000 12,610,000
Pan Pacific Retail Properties, Inc. .................. 60,000 2,787,000
Post Properties, Inc. ................................ 391,000 11,221,700
Prentiss Properties Trust ............................ 88,800 2,819,400
Thornburg Mortgage, Inc. ............................. 34,200 926,820
-------------
TOTAL REITS 65,555,345
-------------
RETAIL - 9.7% Safeway, Inc.+ ....................................... 418,000 8,673,500
Yum! Brands, Inc.+ ................................... 590,000 20,349,100
-------------
TOTAL RETAIL 29,022,600
-------------
SAVINGS & LOAN
COMPANIES - 1.2% Washington Mutual, Inc. .............................. 78,000 3,573,180
-------------
UTILITY - 4.1% Alliant Energy Corporation ........................... 483,800 11,828,910
TXU Corporation ...................................... 15,000 332,100
-------------
TOTAL UTILITY 12,161,010
-------------
TOTAL DOMESTIC
COMMON STOCKS
(Cost $206,277,064) ...................................................................... 270,490,549
-------------

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER TOTAL RETURN FUND, INC. PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 2003

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

SHARES VALUE
-------- -------

FOREIGN COMMON STOCK - 2.5%
NETHERLANDS - 1.2% Unilever NV, ADR ..................................... 60,000 $ 3,606,000
-------------
UNITED KINGDOM - 1.3% Diageo PLC, Sponsored ADR ............................ 75,000 3,792,000
-------------
TOTAL FOREIGN COMMON STOCK
(Cost $6,379,143) ...................................................................... 7,398,000
-------------
PAR
-----

U.S. TREASURY BILLS - 6.7%
0.906% due 12/04/03++ .............................. $5,000,000 4,999,442
0.916% due 12/26/03++ .............................. 5,000,000 4,996,745
0.942% due 01/02/04++ .............................. 5,000,000 4,995,810
0.942% due 01/22/04++ .............................. 5,000,000 4,993,684
TOTAL U.S. TREASURY BILLS
(Cost $19,985,713) ...................................................................... 19,985,681
-------------

REPURCHASE AGREEMENT - 0.2%
(Cost $652,000)
Agreement with PNC Capital Markets, 0.80% dated
11/28/03, to be repurchased at $652,014 on 12/01/03,
collateralized by $650,000 U.S. Treasury Note, 3.00%
due 02/29/04 (Value $659,750) ....................................... 652,000
-------------
TOTAL INVESTMENTS (COST $233,293,920*) - 100.2% ............................................................ 298,526,230
OTHER ASSETS AND LIABILITIES - (0.2%) ...................................................................... (452,774)
-------------
NET ASSETS - 100.0% ........................................................................................ $ 298,073,456
=============

-----------
* Aggregate cost for Federal tax purposes.
+ Non-income producing security.
++ Annualized yield at date of purchase.
ADR American Depository Receipt.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER TOTAL RETURN FUND, INC.

--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
--------------------------------------------------------------------------------

NOVEMBER 30, 2003

ASSETS:
Investments, at value (Cost $233,293,920) (Note 1)
See accompanying schedule . ......................................................... $298,526,230
Dividends and interest receivable. .................................................... 230,450
Prepaid expenses and other assets ..................................................... 21,012
Other receivables ..................................................................... 870
------------
TOTAL ASSETS .................................................................... 298,778,562

LIABILITIES:
Payable for Fund shares repurchased ..................................... $195,908
Due to Custodian ........................................................ 294
Investment co-advisory fees payable (Note 2) . .......................... 302,889
Accumulated undeclared dividends on Taxable Auction Market
Preferred Stock (Note 5) . ........................................... 59,414
Administration and co-administration fees payable (Note 2) .............. 40,088
Audit fees and expenses payable ......................................... 32,375
Directors' fees and expenses payable (Note 2) ........................... 14,484
Accrued expenses and other payables ..................................... 59,654
--------
TOTAL LIABILITIES ............................................................... 705,106
------------

TAXABLE AUCTION MARKET PREFERRED STOCK:
$0.01 par value, 10,000,000 shares authorized, 775 shares issued outstanding,
liquidation preference of $100,000 per share (Note 5) ............................... 77,500,000
------------
TOTAL NET ASSETS (APPLICABLE TO COMMON STOCK SHAREHOLDERS) ............................... $220,573,456
============
FUND TOTAL NETASSETS ..................................................................... $298,073,456
============
NET ASSETS consist of:
Accumulated net realized loss on investments sold ..................................... (9,849,434)
Unrealized appreciation of investments . .............................................. 65,232,310
Par value of Common Stock . ........................................................... 125,269
Paid-in capital in excess of par value of Common Stock . .............................. 165,065,311
------------
TOTAL NET ASSETS (APPLICABLE TO COMMON STOCK,
12,526,860 SHARES OUTSTANDING) .......................................... $ 17.61 $220,573,456
======== ============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER TOTAL RETURN FUND, INC.

--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------

FOR THE YEAR ENDED NOVEMBER 30, 2003

INVESTMENT INCOME:
Dividends ............................................................................... $ 4,603,699
Interest ................................................................................ 266,370
-----------
TOTAL INVESTMENT INCOME .......................................................... 4,870,069

EXPENSES:
Investment co-advisory fee (Note 2) ...................................... $2,980,941
Administration and co-administration fees (Note 2) ....................... 435,341
Preferred Stock broker commissions and Auction Agent fees ................ 195,866
Legal fees ............................................................... 93,260
Directors fees and expenses (Note 2) ..................................... 76,685
Audit fees. .............................................................. 40,625
Shareholder servicing agent fees ......................................... 36,947
Insurance expense ........................................................ 32,598
Custodian fees ........................................................... 29,898
Other .................................................................... 92,667
----------
TOTAL EXPENSES ................................................................... 4,014,828
-----------
NET INVESTMENT INCOME ..................................................................... 855,241
-----------

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
Net realized loss on investments sold during the year ................................... (9,320,659)
Change in unrealized appreciation of investments during the year ........................ 51,312,102
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS ........................................... 41,991,443
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................................... 42,846,684
-----------
LESS: PREFERRED STOCK DIVIDENDS ........................................................... (1,037,194)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
APPLICABLE TO COMMON SHARES ............................................................ $41,809,490
===========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER TOTAL RETURN FUND, INC.

--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

YEAR ENDED
NOVEMBER 30,
2003 2002
------------- -------------

OPERATIONS:
Net investment income ................................................ $ 855,241 $ 4,561,636
Net realized gain/(loss) on investments sold during the year ......... (9,320,659) 846,240
Change in unrealized appreciation/(depreciation) of investments during
the year .......................................................... 51,312,102 (24,473,124)
------------- -------------
Net increase/(decrease) in net assets resulting from operations ...... 42,846,684 (19,065,248)

DISTRIBUTIONS: PREFERRED STOCK DIVIDENDS
Dividends paid from net investment income ............................ (143,330) (1,628,676)
Dividends paid from capital .......................................... (893,864) --
------------- -------------

TOTAL DISTRIBUTIONS: PREFERRED STOCK DIVIDENDS ......................... (1,037,194) (1,628,676)

NET INCREASE/(DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS APPLICABLE TO COMMON SHARES ....................... 41,809,490 (20,693,924)

DISTRIBUTIONS: COMMON SHARES
Dividends paid from net investment income ............................ (99,519) (1,318,356)
Dividends paid from capital .......................................... (182,990) --
------------- -------------
TOTAL DISTRIBUTIONS: COMMON SHARES ..................................... (282,509) (1,318,356)

CAPITAL SHARE TRANSACTIONS
Value of 30,400 shares repurchased (Note 8) .......................... (440,718) --
Proceeds from Rights Offering (Note 9) ............................... 38,000,255 --
Expenses incurred for Rights Offering (Note 9) ....................... (120,460) --
------------- -------------

NET INCREASE/(DECREASE) IN NET ASSETS FOR THE YEAR ..................... 78,966,058 (22,012,280)

NET ASSETS:
Beginning of year .................................................... 219,107,398 241,119,678
------------- -------------
End of year (including undistributed net investment income of $0 and
$99,519, respectively) ............................................ $ 298,073,456 $ 219,107,398
============= =============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER TOTAL RETURN FUND, INC.

FINANCIAL HIGHLIGHTS

FOR A COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD.

Contained below is per share operating performance data, total investment
returns, ratios to average net assets and other supplemental data. On August 27,
1999 the Fund changed its objective from income to total return. This
information has been derived from information provided in the financial
statements and market price data for the Fund's shares.

YEAR ENDED NOVEMBER 30,
2003 2002 2001 2000 1999
-------- -------- -------- --------- --------

OPERATING PERFORMANCE:
Net asset value, beginning of year................................ $ 15.04 $ 17.36 $ 14.81 $ 13.32 $ 16.06
-------- -------- -------- --------- --------
Net investment income............................................. 0.07 0.49 0.63 0.75 1.29
Net realized and unrealized gain/(loss) on investments............ 3.78 (2.51) 2.35 1.50 (1.93)
-------- -------- -------- --------- --------
Total from investment operations.................................. 3.85 (2.02) 2.98 2.25 (0.64)
-------- -------- -------- --------- --------
DISTRIBUTIONS: PREFERRED STOCK
Dividends paid from net investment income to
MMP* Shareholders............................................. -- -- -- (0.42) (0.35)
Distributions paid from net realized capital gains to
MMP* Shareholders ............................................ -- -- -- -- (0.03)
Dividends paid from net investment income to
AMP** Shareholders ........................................... (0.01) (0.16) (0.40) (0.13) --
Dividends paid from capital to AMP** Shareholders ................ (0.07) -- -- -- --
Change in accumulated undeclared dividends on
MMP*/AMP** Shareholders ...................................... -- -- 0.02 0.04 (0.06)+
-------- -------- -------- --------- --------
Net Increase/Decrease from operations applicable to
common shares................................................. 3.77 (2.18) 2.60 1.74 (1.08)
-------- -------- -------- --------- --------
DISTRIBUTIONS: COMMON SHARES
Dividends paid from net investment income to Common Shareholders . (0.01) (0.14) (0.05) (0.19) (1.02)
Distributions paid from capital to Common Shareholders ........... (0.02) -- -- -- --
Distributions paid from net realized capital gains to
Common Shareholders .......................................... -- -- -- -- (0.64)
-------- -------- -------- --------- --------

Accretive/(Dilutive) Impact of Rights Offering ++................. (1.18) -- -- -- --
Accretive/(Dilutive) Impact of Capital Share Transactions......... 0.01 -- -- -- --
Net Increase/Decrease in Common Net Asset Value................... 2.57 (2.32) 2.55 1.55 (2.74)
-------- -------- -------- --------- --------
Costs of AMP** Stock issued (Note 5).......................... -- -- -- (0.06) --
-------- -------- -------- --------- --------
Net asset value, end of year.................................. $ 17.61 $ 15.04 $ 17.36 $ 14.81 $ 13.32+
======== ======== ======== ========= ========
Market value, end of year..................................... $ 14.59 $ 12.79 $ 16.05 $ 12.00 $ 10.19
======== ======== ======== ========= ========
Total investment return based on net asset value(a)........... 17.37% (12.62)% 17.68% 13.27% (5.17)%
======== ======== ======== ========= ========
Total investment return based on market value(a).............. 14.35% (19.62)% 34.27% 20.00% (14.51)%
======== ======== ======== ========= ========
RATIOS TO AVERAGE NET ASSETS AVAILABLE
TO COMMON STOCK SHAREHOLDERS:
Operating expenses ........................................ 2.45% 2.42% 2.47% 2.55% 1.97%
Net investment income (b).................................. (0.08)% 1.85% 1.52% 1.82% 6.08%
SUPPLEMENTAL DATA:
Portfolio turnover rate.................................... 9% 38% 16% 85% 69%
Net assets, end of year (in 000's) ........................ $220,573 $141,607 $163,493 $ 139,488 $125,415
======== ======== ======== ========= ========

-----------------------
Ratio of operating expenses to Total Average Net Assets
including MMP*/AMP**(a)...................................... 1.66% 1.65% 1.66% 1.57% 1.26%

* Money Market Cumulative PreferredTM Stock.
** Taxable Auction Market Preferred Stock.
(a) Assumes reinvestment of distributions at the market price at reinvestment
date.
(b) The net investment income ratios reflect income net of operating expenses
and payments and change in undeclared dividends to MMP*/AMP** Shareholders.
+ Includes effect of additional distribution available to MMP* Shareholders
(.04 per Common share).
++ The Rights Offering was fully subscribed at a subscription price of $12.10
at 3,140,517 shares which equals $38,000,255 in gross proceeds.
The Rights Offering had (1.17) NAV impact and the $120,460 expenses
associated with the Rights Offering had a (.01) NAV impact.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER TOTAL RETURN FUND, INC.

FINANCIAL HIGHLIGHTS--(CONTINUED)
(UNAUDITED)

The table below sets out information with respect to Taxable Auction Market
Preferred Stock currently and Money Market Cumulative Preferred Stock previously
outstanding (1).

INVOLUNTARY AVERAGE
ASSET LIQUIDATING MARKET
TOTAL SHARES COVERAGE PREFERENCE VALUE
OUTSTANDING PER SHARE PER SHARE (2) PER SHARE (2)
------------ --------- ------------- -------------
11/30/03..... 775 $384,611 $100,000 $100,000
11/30/02..... 775 282,719 100,000 100,000
11/30/01..... 775 311,122 100,000 100,000
11/30/00..... 775 280,400 100,000 100,000
11/30/99..... 775 262,722 100,000 100,000

----------
(1) See Note 5.
(2) Excludes accumulated undeclared dividends.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

BOULDER TOTAL RETURN FUND, INC.

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Boulder Total Return Fund, Inc. (the "Fund") is a diversified, closed-end
management investment company organized as a Maryland corporation and is
registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940 (the "1940 Act"), as amended. The policies
described below are followed consistently by the Fund in the preparation of its
financial statements in conformity with accounting principles generally accepted
in the United States of America.

PORTFOLIO VALUATION: The net asset value of the Fund's Common Stock is
determined by the Fund's administrator no less frequently than on the last
business day of each week and month. It is determined by dividing the value of
the Fund's net assets attributable to common shares by the number of shares of
Common Stock outstanding. The value of the Fund's net assets attributable to
common shares is deemed to equal the value of the Fund's total assets less (i)
the Fund's liabilities, (ii) the aggregate liquidation value of the outstanding
Taxable Auction Market Preferred Stock and (iii) accumulated and unpaid
dividends on the outstanding Taxable Auction Market Preferred Stock. Securities
listed on a national securities exchange are valued on the basis of the last
sale on such exchange or the NASDAQ Official Close Price ("NOCP") on the day of
valuation. In the absence of sales of listed securities and with respect to
securities for which the most recent sale prices are not deemed to represent
fair market value and unlisted securities (other than money market instruments),
securities are valued at the mean between the closing bid and asked prices when
quoted prices for investments are readily available. Investments for which
market quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board of Directors of
the Fund, including reference to valuations of other securities which are
considered comparable in quality, maturity and type. Investments in money market
instruments, which mature in 60 days or less at the time of purchase, are valued
at amortized cost.

SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded as of the trade date. Realized gains and losses from securities sold
are recorded on the identified cost basis. Dividend income is recorded on
ex-dividend dates. Interest income is recorded on the accrual basis.

REPURCHASE AGREEMENTS: The Fund may engage in repurchase agreement
transactions. The Fund's Management reviews and approves periodically the
eligibility of the banks and dealers with which the Fund enters into repurchase
agreement transactions. The value of the collateral underlying such transactions
is at least equal at all times to the total amount of the repurchase
obligations, including interest. The Fund maintains possession of the collateral
and, in the event of counterparty default, the Fund has the right to use the
collateral to offset losses incurred. There is the possibility of loss to the
Fund in the event the Fund is delayed or prevented from exercising its rights to
dispose of the collateral securities.

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Dividends to Common
shareholders will be declared in such a manner as to avoid the imposition of the
4% excise tax described in "Federal Income Taxes" below. The shareholders of
Taxable Auction Market Preferred Stock are entitled to receive cumulative cash
dividends as declared by the Fund's Board of Directors. Distributions to
shareholders are recorded on the ex-dividend date. Any net realized short-term
capital gains will be distributed to shareholders at least annually. Any net
realized long-term capital gains may be distributed to shareholders at least
annually or may be retained by the Fund as determined by the Fund's Board of
Directors. Capital gains retained by the Fund are subject to tax at the
corporate tax rate. Subject to the Fund qualifying as a registered investment
company, any taxes paid by the Fund on such net realized long-term gains may be
used by the Fund's Shareholders as a credit against their own tax liabilities.

FEDERAL INCOME TAXES: The Fund intends to qualify as a registered
investment company by complying with the requirements under subchapter M of the
Internal Revenue Code of 1986, as amended, applicable to RICs and intends to
distribute substantially all of its taxable net investment income to its
shareholders. Therefore, no Federal income tax provision is required.

Income and capital gain distributions are determined and characterized in
accordance with income tax regulations, which may differ from generally accepted
accounting principles. These differences are primarily due to (1) differing
treatments of income and gains on various investment securities held by the
Fund, including timing differences, (2) the attribution of expenses against
certain components of taxable investment income, and (3) federal regulations
requiring proportional allocation of income and gains to all classes of
Shareholders. The Internal Revenue Code of 1986, as amended, imposes a 4%
nondeductible excise tax on the Fund to the extent the Fund does not distribute
by the end of any calendar year at least (1) 98% of the sum of its net
investment income for that year and its capital gains (both long term and short
term) for its fiscal year and (2) certain undistributed amounts from previous
years.

OTHER: The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.

BOULDER TOTAL RETURN FUND, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

CHANGE IN ACCOUNTING POLICY: Cash distributions received from the Fund's
investment in real estate investment trusts ("REITs") and registered investment
companies ("RICs") are recorded as income. A portion of these distributions are
returns of capital. Historically, the Fund has estimated the return of capital
portion of the distribution and recorded such as a realized gain and then trued
up the estimate to reflect the actual amount once known. To comply with the
AICPA Accounting Guide for Investment Companies, the Fund now accounts for
returns of capital as unrealized gains and adjusts the cost basis of the
securities. As of November 30, 2003, all accumulated net realized gains relating
to returns of capital from REIT distributions have been reclassified to
unrealized gain.

2. INVESTMENT CO-ADVISORY FEES, DIRECTORS' FEES, ADMINISTRATION FEE,
CO-ADMINISTRATION FEE AND TRANSFER AGENT FEE

Boulder Investment Advisers, L.L.C. ("BIA") and Stewart Investment Advisers
("SIA") serve as the Fund's Co-Investment Advisers ("Advisers"). The Fund pays
the Advisers a monthly fee at an annual rate of 1.25% of the value of the Fund's
average monthly net assets. The equity owners of BIA are Evergreen Atlantic,
LLC, a Colorado limited liability company ("EALLC"), and the Lola Brown Trust
No. 1B (the "Lola Trust"), each of which is a shareholder of the Fund and
considered to be an "affiliated person" of the Fund as that term is defined in
the 1940 Act. Stewart West Indies Trading Company, Ltd. is a Barbados
international business company doing business as Stewart Investment Advisers.
SIA receives a monthly fee equal to 75% of the fees earned by the Advisers, and
BIA receives 25% of the fees earned by the Advisers. The equity owner of SIA is
the Stewart West Indies Trust, a shareholder of the Fund and considered to be an
"affiliated person" of the Fund as that term is defined in the 1940 Act. The
Advisers agreed to waive one half of their fee on the proceeds from the July
2003 rights offering until such time as more than 50% of the respective proceeds
plus cash on hand at the time the proceeds were received, are invested, which
has since then occurred.

Fund Administrative Services, LLC ("FAS"), serves as the Fund's
Co-Administrator. Under the Co-Administration Agreement, FAS provides certain
administrative and executive management services to the Fund including:
providing the Fund's principal offices and executive officers, overseeing and
administering all contracted service providers, making recommendations to the
Board regarding policies of the Fund, conducting shareholder relations,
authorizing expenses and other administrative tasks. Under the Co-Administration
Agreement, the Fund pays FAS a monthly fee, calculated at an annual rate of
0.10% of the value of the Fund's average monthly net assets. The equity owners
of FAS are EALLC and the Lola Trust, each of which is a shareholder of the Fund
and considered to be an "affiliated person" of the Fund as that term is defined
in the 1940 Act.

Effective October 15, 2003 the Fund pays each Director who is not a
director, officer or employee of the Advisers or FAS a fee of $8,000 per annum,
plus $4,000 for each in-person meeting of the Board of Directors and $500 for
each telephone meeting. In addition, the Chairman of the Board and the Chairman
of the Audit Committee receive $1,000 per meeting and each member of the Audit
Committee receives $500 per meeting. Prior to October 15, 2003, the Fund paid
each Director who is not a director, officer or employee of the Advisers or FAS
a fee of $6,000 per annum, plus $4,000 for each in-person meeting of the Board
of Directors and $500 for each telephone meeting. The Fund will also reimburse
all Directors for travel and out-of-pocket expenses incurred in connection with
such meetings.

PFPC Inc. ("PFPC"), an indirect, majority-owned subsidiary of The PNC
Financial Services Group Inc., serves as the Fund's Administrator and Transfer
Agent. As Administrator, PFPC calculates the net asset value of the Fund's
shares and generally assists in all aspects of the Fund's administration and
operation. The Fund pays PFPC a fee on a monthly basis based on average net
assets. PFPC Trust Company, an indirect subsidiary of The PNC Financial Services
Group Inc., serves as the Fund's Custodian. As compensation to PFPC Trust
Company, the Fund pays PFPC Trust Company a monthly fee based on the Fund's
average monthly gross assets. PFPC also serves as the Fund's Common Stock
servicing agent (transfer agent), dividend-paying agent and registrar, and as
compensation for PFPC's services as such, the Fund pays PFPC a monthly fee plus
certain out-of-pocket expenses.

Deutsche Bank Trust Company Americas, a wholly owned subsidiary of Deutsche
Bank AG ("Auction Agent"), serves as the Fund's Taxable Auction Market Preferred
Stock transfer agent, registrar, dividend disbursing agent and redemption agent.

3. PURCHASES AND SALES OF SECURITIES

Cost of purchases and proceeds from sales of securities for the year ended
November 30, 2003 excluding short-term investments, aggregated $59,047,483 and
$19,205,356, respectively.

On November 30, 2003, aggregate gross unrealized appreciation for all
securities in which there is an excess of value over tax cost was $75,278,564
and aggregate gross unrealized depreciation for all securities in which there is
an excess of tax cost over value was $10,046,254.

BOULDER TOTAL RETURN FUND, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

4. COMMON STOCK

At November 30, 2003, 240,000,000 of $0.01 par value Common Stock were
authorized. For the year ended November 30, 2003 the Fund purchased 30,400
shares at an average price of $14.48 per share. There were no Common Stock
transactions for the year ended November 30, 2002.

5. TAXABLE AUCTION MARKET PREFERRED STOCK

The Fund's Articles of Incorporation authorize the issuance of up to
10,000,000 shares of $0.01 par value preferred stock. On August 15, 2000, the
Fund's 775 shares of Money Market Cumulative PreferredTM Stock were retired and
775 shares of Taxable Auction Market Preferred Stock were issued. Offering costs
of $293,843 and commissions paid directly to Merrill Lynch, Pierce Fenner &
Smith Inc. of which $290,625 were charged to capital of common stock to complete
the transaction. Taxable Auction Market Preferred Stock is senior to the Common
Stock and results in the financial leveraging of the Common Stock. Such
leveraging tends to magnify both the risks and opportunities to Common Stock
Shareholders. Dividends on shares of Taxable Auction Market Preferred Stock are
cumulative.

The Fund is required to meet certain asset coverage tests with respect to
the Taxable Auction Market Preferred Stock. If the Fund fails to meet these
requirements and does not correct such failure, the Fund may be required to
redeem, in part or in full, Taxable Auction Market Preferred Stock at a
redemption price of $100,000 per share plus an amount equal to the accumulated
and unpaid dividends on such shares in order to meet these requirements.
Additionally, failure to meet the foregoing asset requirements could restrict
the Fund's ability to pay dividends to Common Stock Shareholders and could lead
to sales of portfolio securities at inopportune times.

An auction of the Taxable Auction Market Preferred Stock is generally held
every 28 days. Existing shareholders may submit an order to hold, bid or sell
such shares at par value on each auction date. Taxable Auction Market Preferred
Stock Shareholders may also trade shares in the secondary market between auction
dates.

On November 30, 2003, 775 shares of Taxable Auction Market Preferred Stock
were outstanding at the annual rate of 1.15%. The dividend rate, as set by the
auction process, is generally expected to vary with short-term interest rates.
These rates may vary in a manner unrelated to the income received on the Fund's
assets, which could have either a beneficial or detrimental impact on net
investment income and gains available to Common Stock Shareholders. While the
Fund expects to earn a higher return on its assets than the cost associated with
the Taxable Auction Market Preferred Stock, including expenses, there can be no
assurance that such results will be attained.

6. PORTFOLIO INVESTMENTS, CONCENTRATION AND INVESTMENT QUALITY

The Fund operates as a "diversified" management investment company, as
defined in the 1940 Act. Under this definition, at least 75% of the value of the
Fund's total assets must at the time of investment consist of cash and cash
items (including receivables), U.S. Government securities, securities of other
investment companies, and other securities limited in respect of any one issuer
to an amount not greater in value than 5% of the value of the Fund's total
assets (at the time of purchase) and to not more than 10% of the voting
securities of a single issuer. This limit does not apply, however, to 25% of the
Fund's assets, which may be invested in a single issuer. A more concentrated
portfolio may cause the Fund's net asset value to be more volatile than it has
been historically and thus may subject shareholders to more risk. The Fund may
hold a substantial position (up to 25% of its assets) in the common stock of a
single issuer. As of November 30, 2003, the Fund held a significant position in
Berkshire Hathaway, Inc., and thus, the volatility of the Fund's common stock,
and the Fund's net assets value and its performance in general, depends
disproportionately more on the performance of this single issuer than that of a
more diversified fund.

The Fund intends to concentrate its common stock investments in a few
issuers and to take large positions in those issuers, consistent with being a
"diversified" fund. As a result, the Fund is subject to a greater risk of loss
than a fund that diversifies its investments more broadly. Taking larger
positions is also likely to increase the volatility of the Fund's net asset
value reflecting fluctuation in the value of its large holdings. Under normal
market conditions, the Fund intends to invest in a portfolio of common stocks.
The portion of the Fund's assets invested in each can vary depending on market
conditions. The term "common stocks" includes both stocks acquired primarily for
their appreciation potential and stocks acquired for their income potential,
such as dividend-paying RICs and REITs. The term "income securities" includes
bonds, U.S. Government securities, notes, bills, debentures, preferred stocks,
convertible securities, bank debt obligations, repurchase agreements and
short-term money market obligations.

BOULDER TOTAL RETURN FUND, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7. SIGNIFICANT SHAREHOLDERS

On November 30, 2003, trusts and other entities affiliated with the Horejsi
family owned 5,382,982 shares of Common Stock of the Fund, representing
approximately 42.97% of the total Fund shares. Stewart R. Horejsi is the primary
portfolio manager for SIA and is the Fund's primary portfolio manager. He is
responsible for the day-to-day strategic management of the Fund.

8. SHARE REPURCHASE PROGRAM

In accordance with Section 23(c) of the Investment Company Act of 1940, as
amended, the Fund hereby gives notice that it may from time to time repurchase
shares of the Fund in the open market at the option of the Board of Directors
and upon such terms as the Directors shall determine.

For the year ended November 30, 2003, the Fund repurchased 30,400 of its
own shares at an average discount of 17%.

9. RIGHTS OFFERING

At a regularly scheduled Board of Directors meeting held on April 22, 2003,
the Fund's Board of Directors approved a transferable rights offering which
would permit shareholders to acquire one new share of common stock for every
three shares held. The rights were transferable, which allowed shareholders who
did not wish to exercise their rights to sell them on the New York Stock
Exchange. The record date for determining shareholders eligible to participate
in the rights offering was June 20, 2003. The subscription period was from June
20, 2003 to July 11, 2003. The market price for the shares issued through the
rights offering was calculated based on the volume-weighted average price of the
Fund's shares from July 7, 2003 through July 11, 2003. The rights offering was
fully subscribed and the Fund issued 3,140,517 new shares at a price of $12.10
each. The total gross proceeds to the Fund were $38,000,255. As of November 30,
2003, the expense associated with the rights offering totaled $120,460.

10. TAX BASIS DISTRIBUTIONS

Income distributions and capital gain distributions are determined in
accordance with income tax regulations, which may differ from generally accepted
accounting principles. The character of distributions paid on a tax basis during
2003 and 2002 is as follows:

YEAR ENDING YEAR ENDING
NOVEMBER, NOVEMBER,
2003 2002
----------- -----------
Distributions paid from:
Ordinary Income .................... $ 242,849 $2,947,032
Capital ............................ 1,076,854 --
---------- ----------
$1,319,703 $2,947,032
========== ==========

As of November 30, 2003, the components of distributable earnings on a tax
basis were as follows:

Ordinary Income ................................ $(1,076,854)
Unrealized Appreciation ........................ 65,232,310
-----------
$64,155,456
===========

For the year ended November 30, 2003, the Fund had available for tax basis
distributions accumulated capital and other losses of $9,849,434, of which
$1,240,686 will expire on 11/30/08 and $8,608,748 will expire on 11/30/11.

Net investment income and realized gain and loss for federal income tax
purposes differ from that reported in the financial statements because of
permanent and temporary book differences. These differences are primarily
related to differing treatment of long-term capital gains dividends and excess
ordinary distributions received from Real Estate Investment Trusts. Permanent
book and tax basis difference of $711,912 and ($711,912) were reclassified at
November 30, 2003 between accumulated net realized loss on investments and Paid
in Capital, respectively, for the Boulder Total Return Fund, Inc.

BOULDER TOTAL RETURN FUND, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

ADDITIONAL INFORMATION (UNAUDITED)

PRIVACY STATEMENT

Pursuant to SEC Regulation S-P (Privacy of Consumer Financial Information)
the Directors of the Boulder Total Return Fund, Inc. have established the
following policy regarding information about the Fund's shareholders. We
consider all shareholder data to be private and confidential, and we hold
ourselves to the highest standards in its safekeeping and use. The Fund collects
nonpublic information (e.g., your name, address, Social Security Number, Fund
holdings) about shareholders from transactions in Fund shares. The Fund will not
release information about current or former shareholders (except as permitted by
law) unless one of the following conditions is met: (i) we receive your prior
written consent; (ii) we believe the recipient to be you or your authorized
representative; or (iii) we are required by law to release information to the
recipient. The Fund has not and will not in the future give or sell information
about its current or former shareholders to any company, individual, or group
(except as permitted by law). The Fund will only use information about its
shareholders as necessary to service or maintain shareholder accounts in the
ordinary course of business. Internally, we also restrict access to shareholder
personal data to those who have a specific need for the records. We maintain
physical, electronic and procedural safeguards that comply with Federal
standards to guard your personal data.

TAX INFORMATION

Of the ordinary income (including short-term capital gain) distributions
made by the Fund during the fiscal year ended November 30, 2003, 100% qualify
for the dividend received deduction available to shareholders.

For the fiscal year ended November 30, 2003, 100% of the taxable investment
income qualifies for the 15% dividend tax rate as of January 1, 2003. The above
tax information represents fiscal year end percentages and may differ from those
provided to shareholders at calendar year end as dividend income earned by the
Fund prior to January 1, 2003 does not qualify for the reduced tax rate.

BOULDER TOTAL RETURN FUND, INC.

REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors and Shareholders
Boulder Total Return Fund, Inc.

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments of the Boulder Total Return Fund, Inc., as of
November 30, 2003, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the years in the two
year period then ended and financial highlights for each of the years in the
three year period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits. The financial highlights for each of the years in the two
year-period ended November 30, 2000 were audited by other auditors whose report
dated January 12, 2001 expressed an unqualified opinion on those financial
highlights.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 2003 by correspondence with the custodian.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Boulder Total Return Fund, Inc. as of November 30, 2003, and the results of its
operations, changes in its net assets, and financial highlights for each of the
years described above in conformity with accounting principles generally
accepted in the United States of America.

/S/ KPMG LLP

Boston, Massachusetts
January 2, 2004

BOULDER TOTAL RETURN FUND, INC.

INFORMATION ABOUT DIRECTORS AND OFFICERS (UNAUDITED)

Set forth in the following table is information about the Directors of the Fund,
together with their address, age, position with the Fund, term of office, length
of time served and principal occupation during the last five years.

NAME, ADDRESS*, AGE POSITION, LENGTH OF PRINCIPAL OCCUPATION(S) AND OTHER NUMBER OF
TERM SERVED, AND DIRECTORSHIPS HELD FUNDS IN FUND
TERM OF OFFICE DURING THE PAST FIVE YEARS COMPLEX
OVERSEEN BY
DIRECTOR
-------------------------------------------------------------------------------------------------------------------------

DISINTERESTED DIRECTORS
-------------------------------------------------------------------------------------------------------------------------

ALFRED G. ALDRIDGE, JR. Director of the Fund Retired; from 1982-2002, Sales Manager of 2
BRIG. GEN. (RETIRED) since 1999. Current Shamrock Foods Company; Director of the
CAL. AIR NATIONAL GUARD term expires April Fiesta Bowl, Tempe, AZ; Director, Boulder
Age: 66 2006 Growth & Income Fund, Inc.,
since Jan. 2002.
-------------------------------------------------------------------------------------------------------------------------

RICHARD I. BARR Director of the Fund Retired; from 1963-2001, Manager of 3
Age: 65 since 1999. Chairman Advantage Sales and Marketing, Inc.; Director,
of the Board. Current First Financial Fund, Inc., since 2001; Director,
term expires April Boulder Growth & Income Fund, Inc.,
2005 since Jan. 2002.
-------------------------------------------------------------------------------------------------------------------------

JOEL W. LOONEY Director of the Fund Partner, Financial Management Group, LLC since 3
Age: 41 since January, 2001. July 1999; Director, Boulder Growth & Income
Current term expires Fund, Inc. since Jan. 2002; Director and Chairman
2004 of the Board, First Financial Fund, Inc. since
Aug. 2003.
-------------------------------------------------------------------------------------------------------------------------

INTERESTED DIRECTORS**
-------------------------------------------------------------------------------------------------------------------------

SUSAN L. CICIORA Director of the Fund Owner, Superior Interiors (interior design for 3
Age: 39 since November 2001. custom homes) since 1995; Corporate Secretary,
Current term expires Ciciora Custom Builders, LLC since 1995;
April 2004 Trustee of the Brown Trust and the EH Trust;
Director, Boulder Growth & Income Fund, Inc.
since Jan. 2002; Director, First Financial Fund,
Inc. since Aug. 2003.
-------------------------------------------------------------------------------------------------------------------------

STEPHEN C. MILLER Director since 1999. President and General Counsel of BIA; Manager, 3
Age: 51 President of the Fund. Fund Administrative Services, LLC ("FAS"); Vice
Current term as President of SIA; Director, President and
Director expires April Chairman of the Board of Boulder Growth &
2005 Income Fund, Inc., since Jan. 2002; Director
and President, First Financial Fund, Inc. since
Aug. 2003; President and General Counsel,
Horejsi, Inc. (liquidated in 1999); General
Counsel, Brown Welding Supply, LLC (sold in
1999); Of Counsel, Krassa & Miller, LLC since
1991.
-------------------------------------------------------------------------------------------------------------------------

* Unless otherwise specified, the Directors' respective addresses are c/o
Boulder Total Return Fund, Inc., 1680 38th Street, Suite 800, Boulder,
Colorado 80301.

** Mr. Miller is an "interested person" because he is an officer of BIA and
SIA, the Fund's investment co-advisers. Ms. Ciciora is an "interested
person" as a result of the extent of her beneficial ownership of Fund shares
and by virtue of her indirect beneficial ownership of BIA and FAS.

BOULDER TOTAL RETURN FUND, INC.

INFORMATION ABOUT DIRECTORS AND OFFICERS (UNAUDITED) (CONTINUED)

The names of the executive officers of the Fund (other than Mr. Miller, who is
described above) are listed in the table below. Each officer was elected to
office by the Board at a meeting held on January 21, 2003. This table also shows
certain additional information. Each officer will hold such office until a
successor has been elected by the Board of Directors of the Fund.

NAME, ADDRESS, AGE POSITION, LENGTH OF PRINCIPAL OCCUPATION(S) AND OTHER DIRECTORSHIPS
TERM SERVED, AND HELD
TERM OF OFFICE DURING THE PAST FIVE YEARS
--------------------------------------------------------------------------------------------------------------------------------

CARL D. JOHNS Chief Financial Officer, Vice President and Treasurer of BIA and Assistant
1680 38th Street, Chief Accounting Manager of FAS, since April, 1999; Chief
Suite 800 Officer, Vice President Financial Officer, Chief Accounting Officer, Vice
Boulder, CO 80301 and Treasurer since President and Treasurer, Boulder Growth &
Age: 40 1999. Appointed Income Fund, Inc. since Jan. 2002 and First
annually. Financial Fund, Inc. since Aug. 2003.
--------------------------------------------------------------------------------------------------------------------------------

STEPHANIE J. KELLEY Secretary since 2000. Secretary, Boulder Growth & Income Fund, Inc.,
1680 38th Street, Appointed annually. since Jan. 2002 and First Financial Fund, Inc.
Suite 800 since Aug. 2003; employee of FAS since March
Boulder, CO 80301 1999; Assistant Secretary and Assistant Treasurer
Age: 46 of various Horejsi Affiliates.
--------------------------------------------------------------------------------------------------------------------------------

NICOLE L. MURPHEY Assistant Secretary Assistant Secretary, Boulder Growth & Income
1680 38th Street, since 2000. Fund, Inc. since Jan. 2002 and First Financial Fund,
Suite 800 Appointed annually. Inc. since Aug. 2003; employee of FAS since July
Boulder, CO 80301 1999.
Age: 26
--------------------------------------------------------------------------------------------------------------------------------

BOULDER TOTAL RETURN FUND, INC.
P.O. Box 43027
Providence, RI 02940-3027

[GRAPHIC OMITTED]
MOUNTAIN ART

BOULDER
TOTAL RETURN
FUND, INC.

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

ANNUAL REPORT
NOVEMBER 30, 2003

DIRECTORS

Brig. Gen (Ret.) Alfred G. Aldridge Jr.
Richard I. Barr
Susan L. Ciciora
Joel W. Looney
Stephen C. Miller

OFFICERS

Stephen C. Miller
President

Carl D. Johns
Vice President and Treasurer

Stephanie J. Kelley
Secretary

Nicole L. Murphey
Assistant Secretary

WWW.BOULDERFUNDS.NET

If you have questions regarding shares you held in a brokerage account contact
your broker, or, if you have physical possession of your shares in certificate
form, contact the Fund's Transfer Agent & Shareholder Servicing Agent -- PFPC
Inc., at:

P.O. Box 43027
Providence, RI 02940-3027
1-800-331-1710

This report is sent to shareholders of Boulder Total Return Fund, Inc. for
their information. It is not a prospectus, circular or representation intended
for use in the purchase or sale of shares of the Fund or of any securities
mentioned in this report.

ITEM 2. CODE OF ETHICS.

(a) The registrant, as of the end of the period covered by this report, has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant
or a third party.

(b) There have been no amendments, during the period covered by this
report, to a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, and that relates to any element of
the code of ethics description.

(c) The registrant has not granted any waivers, including an implicit
waiver, from a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, that relates to one or more of the
items set forth in paragraph (b) of this item's instructions.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the registrant's board of
directors has determined that Joel W. Looney is qualified to serve as an audit
committee financial expert serving on its audit committee and that he is
"independent," as defined by the Securities and Exchange Commission.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. [RESERVED]

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Boulder Total Return Fund, Inc. and Boulder Growth & Income Fund, Inc.

PROXY VOTING PROCEDURES

The Board of Directors of the Boulder Total Return Fund, Inc. and
Boulder Growth & Income Fund, Inc. (collectively, the "FUNDS") hereby adopt the
following policies and procedures with respect to voting proxies relating to
portfolio securities held by the Funds (collectively, the "VOTING POLICIES").

1. POLICY. It is the policy of each of the Boards of Directors of the Funds
(the "BOARD") to delegate the responsibility for voting proxies relating to
portfolio securities held by the Funds to Boulder Investment Advisers, L.L.C.
and Stewart Investment Advisers (collectively, the "ADVISER") as a part of the
Adviser's general management of the Funds, subject to the Board's continuing
oversight. 1 The voting of proxies is an integral part of the investment
management services that the Adviser provides pursuant to the advisory contract.
Proxy voting policies and procedures are required by Rule 206 (4)-6 of the
Investment Advisers Act of 1940, and will be effective August 6, 2003.

2. FIDUCIARY DUTY. The Adviser, to which authority to vote on behalf of the
Funds is delegated, exercises this voting responsibility as a fiduciary, and
votes proxies in a manner consistent with the best interest of each Fund and its
shareholders, and with the goal of maximizing the value of the Funds and the
shareholders' investments.

3. PROCEDURES. The following are the procedures adopted by the Board for the
administration of this policy:

A. REVIEW OF ADVISER PROXY VOTING PROCEDURES. The Adviser, with advice and
counsel from the Board, shall present to the Board its policies, procedures and
other guidelines for voting proxies at least annually (the "VOTING GUIDELINES"),
and must notify the Board promptly of any material changes. In accordance with
the foregoing, the Adviser has developed the Voting Guidelines which are
attached hereto as EXHIBIT A.

B. CONFLICTS OF INTEREST. In any proxy vote that gives rise to a conflict
of interest 2, the Adviser shall vote such proxy in accordance with the
recommendations published for such matter by Institutional Shareholder Services
(or such other independent third party service provider approved by the Audit
Committee and whose business is to consider, investigate and make
recommendations regarding shareholder proxy matters).

C. VOTING RECORD REPORTING. No less than annually, the Adviser shall
report to the Board a record of each proxy voted with respect to portfolio
securities of the Funds during the respective year. With respect to those
proxies the Adviser has identified as involving a conflict of interest, the
Adviser shall submit a separate report indicating the nature of the conflict of
interest and how that conflict was resolved with respect to the voting of the
proxy.

4. REVOCATION. The delegation by the Board of the authority to vote proxies
relating to portfolio securities of the Funds is entirely voluntary and may be
revoked by the Board, in whole or in part, at any time.

ANNUAL FILING. The Fund shall file an annual report of each proxy voted with
respect to portfolio securities of the Funds during the twelve-month period
ended June 30 on Form N-PX not later than August 31 of each year, commencing
August 31, 2004.

----------------------------
1 This policy is adopted for the purpose of the disclosure requirements adopted
by the Securities and Exchange Commission, Releases No. 33-8188, 34-47304,
IC-25922.
2 As it is used in this document, the term "conflict of interest" refers to a
situation in which the Adviser or affiliated persons of the Adviser have a
financial interest in a matter presented by a proxy other than the obligation it
incurs as investment adviser to the Funds which compromises the Adviser's
independence of judgment and action with respect to the voting of the proxy.

Voting Policies and Procedures

5. DISCLOSURES.

a. The Fund shall include in any future registration statement:

i. A description of the Voting Policies and the Voting Guidelines 3;
and

ii. A statement disclosing that information regarding how the Fund
voted proxies relating to portfolio securities during the most recent
12-month period ended June 30 is available without charge, upon request,
by calling the Funds' toll-free telephone number; or through a specified
Internet address; or both; and on the SEC website. 4

b. The Fund shall include in its Annual and Semi-Annual Reports to
shareholders:

i. A statement disclosing that the Voting Policies and Voting
Guidelines are available without charge, upon request, by calling the
Funds' toll-free telephone number; or through a specified Internet
address; and on the SEC website. 5

ii. A statement disclosing that information regarding how the Fund
voted proxies relating to portfolio securities during the most recent
12-month period ended June 30 is available without charge, upon request,
by calling the Fund's toll-free telephone number; or through a specified
Internet address; or both; and on the SEC website. 6

6. RECORDKEEPING REQUIREMENTS. SEC Rule 204-2, as amended, requires advisers
to retain:

1. Proxy voting policies and procedures
2. Proxy statements received regarding client securities
3. Records of votes cast on behalf of clients
4. Records of written client requests
5. Any documents prepared by the adviser material to making a decision
how to vote, or that memorialized the basis for the decision.

7. REVIEW OF POLICY. At least annually, the Board shall review this Policy to
determine its sufficiency and shall make and approve any changes that it deems
necessary from time to time.

-----------------------
3 This disclosure shall be included in the registration statement next filed on
behalf of the Funds after July 1, 2003.
4 This disclosure shall be included in the registration statement next filed on
behalf of the Funds after August 31, 2004.
5 This disclosure shall be included in the report next filed on behalf of the
Funds after July 1, 2003.
6 This disclosure shall be included in the report next filed on behalf of the
Funds after August 31, 2004.

Page 2

EXHIBIT A - VOTING GUIDLINES
The Funds' and Advisers' proxy voting principles are summarized below, with
specific examples of voting decisions for the types of proposals that are most
frequently presented:

----------------------------------------------------------------------------------------------------------------
CATEGORY GUIDELINE VOTING
----------------------------------------------------------------------------------------------------------------

BOARD OF DIRECTOR ISSUES The board of directors' primary role is to
protect the interests of all shareholders. Key
functions of the board are to approve the
direction of corporate strategy, ensure
succession of management and evaluate
performance of the corporation as well as
senior management. The board is accountable to
shareholders, and must operate independently
from management.
----------------------------------------------------------------------------------------------------------------
Routine Elections Generally we will vote with management's Generally FOR
recommendation
----------------------------------------------------------------------------------------------------------------
Board Classification Generally we are opposed to entrenchment Generally AGAINST
mechanisms and will vote against proposals to
classify a board. We prefer annual election of
directors in order that shareholders have more
power to replace directors deemed to not be
acting in the shareholders' interest.
----------------------------------------------------------------------------------------------------------------
Independence of Directors The majority of board members should be We will generally support
independent from the corporation, management or boards that have a majority
a majority shareholder. An independent member of board members classified
should not be a former employee of the company as independent.
or a representative of a key supplier to or a
key client of the company.
----------------------------------------------------------------------------------------------------------------
Director Indemnification Mandatory indemnification of directors and Generally FOR
officers is necessary to attract quality
candidates.
----------------------------------------------------------------------------------------------------------------
Director Attendance Board membership requires a significant amount We look for attendance
of time in order for responsibilities to be records to be in the 75%
executed, and attendance at Board and Committee participation range.
meetings is noted.
----------------------------------------------------------------------------------------------------------------
Term Limits We are more concerned with the performance of Generally AGAINST but will
directors and not with the term limits. look at on a case-by-case
basis.
----------------------------------------------------------------------------------------------------------------
Separation of Chair and CEO In most cases it is advisable for there to be a In most cases we would
separation between the CEO and the Chair to support a recommendation to
enhance separation of management interests and separate the Chair from the
shareholders. CEO. Lead directors are
considered acceptable, and
in this situation an
independent Corporate
Governance committee must
also be in place.
----------------------------------------------------------------------------------------------------------------
Committees of the Board Audit, Compensation, Governance and Nominating We support the
committees are the most significant committees establishment of these
of the board. committees, however
independent director
membership on these
committees is the primary
concern. Two-thirds
independent membership is
satisfactory, provided that
the chair of each committee
is independent.
----------------------------------------------------------------------------------------------------------------
Audit Process The members of an audit committee should be We will generally support
independent directors, and the auditor must the choice of auditors
also be independent. The auditor should report recommended by the Audit
directly to the Audit
----------------------------------------------------------------------------------------------------------------

Page A-1

Voting Policies and Procedures

committee and not to management. Committee. In the event
that the auditor supplies
other services for a fee
other than the audit, each
situation will be reviewed
on a case-by-case basis.

----------------------------------------------------------------------------------------------------------------
VOTING AND ENTRENCHMENT
ISSUES
----------------------------------------------------------------------------------------------------------------
Shareholder Right to Call Generally FOR
Special Meeting
----------------------------------------------------------------------------------------------------------------
Shareholder Right to Act by Generally FOR
Written Consent
----------------------------------------------------------------------------------------------------------------
Cumulative Voting Our experience has been that cumulative voting Generally AGAINST, although
is generally proposed by large shareholders who we may consider if the
may wish to exert undue influence on the board. board has been unresponsive
to shareholders.

----------------------------------------------------------------------------------------------------------------
Confidentiality of Like any other electoral system, the voting at We will support any
Shareholder Voting annual and special meetings should be proposals to introduce or
confidential and free from any potential maintain confidential
coercion and/or impropriety. voting.

----------------------------------------------------------------------------------------------------------------
Size of Board of Directors Generally boards should be comprised of a The independence of the
minimum of seven to a maximum of fifteen. board is a greater concern
However the complexity of the company has an than the number of members.
impact on required board size. However should a change in
board size be proposed as
potentially an
anti-takeover measure we
would vote against.

----------------------------------------------------------------------------------------------------------------
COMPENSATION ISSUES
----------------------------------------------------------------------------------------------------------------
Director Compensation Directors should be compensated fairly for the We support recommendations
time and expertise they devote on behalf of where a portion of the
shareholders. We favor directors personally remuneration is to be in
owning shares in the corporation, and that they the form of common stock.
receive a substantial portion of their We do not support options
remuneration in the form of shares. for directors, and do not
support retirement bonuses
or benefits for directors.

----------------------------------------------------------------------------------------------------------------
MANAGEMENT Compensation plans for executives should be Executive compensation will
COMPENSATION designed to attract and retain the right people be considered on a
with exceptional skills to manage the company case-by-case basis.
successfully long-term. These plans should be
competitive within the company's respective
industry without being excessive and should
attempt to align the executive's interests with
the long-term interest of shareholders.

----------------------------------------------------------------------------------------------------------------
Stock Options and Incentive Compensation plans should be designed to reward We will not support plans
Compensation Plans good performance of executives. They should with options priced below
also encourage management to own stock so as to current market value or the
align their financial interests with those of lowering of the exercise
the shareholders. It is important that these price on any previously
plans are disclosed to the shareholders in granted options. We will
detail for their approval. not support any plan
amendment that is not
----------------------------------------------------------------------------------------------------------------

Page A-2

Voting Policies and Procedures

capped or that results in
anything but negligible
dilution. We believe that
shareholders should have a
say in all aspects of
option plans and therefore
will not support omnibus
stock option plans or plans
where the Board is given
discretion to set the
terms. Plans will be
considered on a
case-by-case basis.

----------------------------------------------------------------------------------------------------------------
Adopt/Amend Employee Stock Considered on a
Purchase Plans case-by-case basis.

----------------------------------------------------------------------------------------------------------------
Golden Parachutes Although we believe that "golden parachutes" Generally opposed but will
may be a good way to attract, retain and consider on a case-by-case
encourage objectivity of qualified executives basis.
by providing financial security in the case of
a change in the structure or control of a
company, golden parachutes can be excessive.

----------------------------------------------------------------------------------------------------------------
Require Shareholder Approval Generally FOR
of Golden Parachutes

----------------------------------------------------------------------------------------------------------------
TAKEOVER PROTECTIONS Some companies adopt shareholder rights plans We will review each
that incorporate anti-takeover measures, which situation on a case-by-case
may include: poison pills, crown jewel defense, basis. We will generally
payment of greenmail, going private support proposals that
transactions, leveraged buyouts, lock-up protect the rights and
arrangements, Fair price amendments, share value of
Re-incorporation. Rights plans should be shareholders.
designed to ensure that all shareholders are
treated equally in the event there is a change
in control of a company. These plans should
also provide the Board with sufficient time to
ensure that the appropriate course of action is
chosen to ensure shareholder interests have
been protected. However, many shareholder
rights plans can be used to prevent bids that
might in fact be in the shareholders best
interests. Depending on their contents, these
plans may also adversely influence current
share prices and long-term shareholder value.

----------------------------------------------------------------------------------------------------------------
Dual Class Shares It is not unusual for certain classes of shares Generally AGAINST.
to have more than one vote per share. This is
referred to as a dual class share structure and
can result in a minority of shareholders having
the ability to make decisions that may not be
in the best interests of the majority of
shareholders.

----------------------------------------------------------------------------------------------------------------
Super-Majority Voting Super-majority voting (e.g., 67% of votes cast Generally AGAINST. We will
Povisions or a majority of outstanding shares), although generally oppose proposals
fairly common, can, from a practical point of for voting requirements
view, be difficult to obtain, and essentially that are greater than a
are a bar from effective challenges to majority of votes cast.
entrenched management, regardless of That said, we will review
performance or popularity. A very high supermajority proposals on
requirement can be unwieldy and therefore not a case-by-case basis.
in the best interest of the majority of
shareholders.
----------------------------------------------------------------------------------------------------------------

Page A-3

Voting Policies and Procedures

Issuance of Authorized Generally FOR
Shares

----------------------------------------------------------------------------------------------------------------
Issuance of Unlimited or Corporations may increase their authorized Generally AGAINST. We will
Additional Shares number of shares in order to implement a stock generally oppose proposals
split, to support an acquisition or to increase the number of
restructuring plan, to use in a stock option authorized shares to
plan or to implement an anti-takeover plan. "unlimited", but will
Shareholders should approve of the specific consider any proposals to
business need for the increase in the number of increase the number of
shares and should understand that the issuance authorized shares on a
of new shares can have a significant effect on case-bycase basis for a
the value of existing shares. valid business purpose.

----------------------------------------------------------------------------------------------------------------
Shareholder Proposals Shareholders should have the opportunity to Shareholder proposals will
raise their concerns or issues to company be reviewed on a
management, the board and other shareholders. case-by-case basis.
As long as these proposals deal with
appropriate issues and are not for the purposes
of airing personal grievances or to obtain
publicity, they should be included on the proxy
ballot for consideration.

----------------------------------------------------------------------------------------------------------------
OTHER MATTERS

----------------------------------------------------------------------------------------------------------------
Stock Repurchase Plans Generally FOR

----------------------------------------------------------------------------------------------------------------
Stock Splits Generally FOR

----------------------------------------------------------------------------------------------------------------
Require Shareholder Approval Generally FOR
to issue Preferred Stock

----------------------------------------------------------------------------------------------------------------
Corporate Loans to Corporate loans, or the guaranteeing of loans, Generally AGAINST
Employees to enable employees to purchase company stock
or options should be avoided. These types of
loans can be risky if the company stock
declines or the employee is terminated.

----------------------------------------------------------------------------------------------------------------
Blank-cheque Preferred The authorization of blank-cheque preferred Generally AGAINST
Shares shares gives the board of directors complete
discretion to fix voting, dividend, conversion
and other rights and privileges. Once these
shares have been authorized, the shareholders
have no authority to determine how or when they
will be allocated. There may be valid business
reasons for the issuance of these shares but
the potential for abuse outweighs the benefits.
----------------------------------------------------------------------------------------------------------------

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

Page A-4

ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 10. CONTROLS AND PROCEDURES.

(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).

(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
CFR 270.30a-3(d)) that occurred during the registrant's last fiscal
half-year (the registrant's second fiscal half-year in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.

ITEM 11. EXHIBITS.

(a)(1) Code of ethics, or any amendment thereto, that is the subject of
disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(registrant) BOULDER TOTAL RETURN FUND, INC.

By (Signature and Title)* /S/ STEPHEN C. MILLER
-------------------------------------------------------
Stephen C. Miller, President
(principal executive officer)

Date JANUARY 19, 2004
----------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By (Signature and Title)* /S/ STEPHEN C. MILLER
-------------------------------------------------------
Stephen C. Miller, President
(principal executive officer)

Date JANUARY 19, 2004
----------------------------------------------------------------------------

By (Signature and Title)* /S/ CARL D. JOHNS
-------------------------------------------------------
Carl D. Johns, Vice President and Treasurer
(principal financial officer)

Date JANUARY 20, 2004
----------------------------------------------------------------------------

* Print the name and title of each signing officer under his or her signature.