FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SUSAN L CICIORA TRUST   2. Issuer Name and Ticker or Trading Symbol BOULDER TOTAL RETURN FUND INC [BTF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1029 WEST 3RD AVENUE, SUITE #400 3. Date of Earliest Transaction (Month/Day/Year) 12/29/2008 (Street) ANCHORAGE, AK 99501 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/29/2008   S   800 D $ 9.62 72,176 (2) D (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SUSAN L CICIORA TRUST 1029 WEST 3RD AVENUE SUITE #400 ANCHORAGE, AK 99501		X
CICIORA SUSAN L 2344 SPRUCE STREET, STE A BOULDER, CO 80302	X
HOREJSI STEWART R 200 SOUTH SANTA FE SALINA, KS 67401		X
Horejsi John 2344 SPRUCE STREET, STE A BOULDER, CO 80302	X

Signatures

Douglas J. Blattmachr, President, Alaska Trust Company, trustee of the Ernest Horejsi Trust No. 1B		12/31/2008
**Signature of Reporting Person		Date
Stewart R. Horejsi		12/31/2008
**Signature of Reporting Person		Date
Susan L. Ciciora		12/31/2008
**Signature of Reporting Person		Date
John Horejsi		12/31/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The trustee of the Susan L. Ciciora Trust (the "Susan Trust") is Alaska Trust Company ("Alaska Trust"). Such trustee may be deemed to control the Susan Trust and may be deemed to possess indirect beneficial ownership of the Shares held by the Susan Trust. However, Alaska Trust does not vote or exercise dispositive authority over Shares held by the Susan Trust. Accordingly, Alaska Trust disclaims beneficial ownership of the Shares beneficially owned, directly or indirectly, by the Susan Trust. John S. Horejsi, a director of the Fund, is a beneficiary of the Susan Trust. As a result of his advisory role with the Susan Trust, Stewart R. Horejsi may be deemed to have indirect beneficial ownership of the Shares directly beneficially owned by the Susan Trust. However, Mr. Horejsi disclaims such beneficial ownership of the Shares directly beneficially held by the Susan Trust.
(2)	Trusts affiliated with the Susan Trust, including the Lola Brown Trust No. 1B, the Ernest Horejsi Trust No. 1B, the John S. Horejsi Trust, the Susan L. Ciciora Trust, the Evergreen Trust, the Stewart West Indies Trust, and Evergreen Atlantic LLC, own an aggregate of 5,120,047 Shares of the Fund following these transactions.

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