01-3568. Issuer Delisting; Notice of Application to Withdraw From Listing and Registration; (Boulder Total Return Fund, Inc., Common Stock, $.01 Par Value) File No. 1-11652

February 6, 2001.

Boulder Total Return Fund, Inc., a Maryland corporation (“Company”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $.01 par value (“Security”), from listing and registration on the Pacific Exchange (“PCX”).

The Security is currently listed and registered on both the PCX and the New York Stock Exchange (“NYSE”). The Company has determined to maintain the Security's listing and registration on the NYSE, but to withdraw its listing and registration on the PCX. In explaining its reasons for taking such action, the Company stated that the low volume of shares traded on the PCX does not justify the costs incurred through maintaining such listing.

The Company has stated in its application that it has complied with the rules of the PCX governing the withdrawal of a security from listing and registration by the issuer and that the PCX has in turn indicated that it will not oppose such proposed withdrawal. The Company's application shall not have any effect on the Security's continued listing and registration on the NYSE.

Any interested person may, on or before February 28, 2001, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the PCX and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[3]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  17 CFR 200.30-3(a)(1).