March 19, 2010
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, D.C. 20549
Re: Boulder Total Return Fund, Inc.
File No. 811-07390
Preliminary Proxy Material
To the Staff of the Commission:
Pursuant to Rule 14a-6 under the Securities and Exchange Act of 1934, transmitted for filing on behalf of Boulder Total Return Fund, Inc. (the "Fund") is the Fund's preliminary Notice of Meeting, Proxy Statement and Form of Proxy for its upcoming Annual Meeting of Stockholders.
The matters to be considered by stockholders at the meeting are:
| 1. | The election of two Class I Directors of the Fund (Proposal 1); |
| 2. | To consider and vote upon, if properly presented at the meeting, a stockholder proposal with respect to amending the Fund’s bylaws (Proposal 2); and |
| 3. | To transact such other business as may properly come before the Meeting or any adjournments and postponements thereof. |
Please note that the preliminary proxy materials accompanying this letter are substantially similar to the materials filed on behalf of Boulder Growth & Income Fund on March 16, 2010. It is anticipated that definitive proxy materials will be mailed to stockholders as soon as practical after the ten day period in Rule 14a-6 has expired. Accordingly, we respectfully request comments from the Staff, if any, be directed to myself or Joel Terwilliger at 303-442-2156.
Sincerely,
/s/ Stephen C. Miller
Stephen C. Miller
Enclosures