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                                                  SEC USE ONLY
                                                  DOCUMENT SEQUENCE NO.
                                                  CUSIP NUMBER
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 144

                      NOTICE OF PROPOSED SALE OF SECURITIES
             PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933


ATTENTION:  Transmit for filing 3 copies of this form  concurrently  with either
     placing an order with a broker to execute sale or executing a sale directly
     with a market maker.

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1(a) NAME OF ISSUER (Please type or print)

BOULDER TOTAL RETURN FUND, INC.

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(b) IRS IDENT. NO.

95-4405635

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(c) S.E.C. FILE NO.

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1(d) ADDRESS OF ISSUER

2344 Spruce Street, Suite A, Boulder, CO  80302

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(e) TELEPHONE NO.

303-444-5483

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2(a) NAME OF PERSON FOR WHOSE ACCOUNT SECURITIES ARE TO BE SOLD

SUSAN L. CICIORA TRUST

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(b) IRS IDENT. NO.

###-##-####

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(c) RELATIONSHIP TO ISSUER

10% STOCKHOLDER *

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(d) ADDRESS

1029 West Third Ave., Suite 400  Anchorage, AK  99501

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INSTRUCTION:  The person filing this notice should  contact the issuer to obtain
the I.R.S. Identification Number and the S.E.C. File Number.




3(a)            (b)                     SEC USE  (c)          (d)          (e)                 (f)              (g)
Tile of the     Name and Address of     ONLY     Number of    Aggregate    Number of Shares    Approximate      Name of Each
Class of        Each Broker Through     Broker-  Shares or    Market       or Other Units      Date of Sale     Securities
Securities      Whom the Securities     Dealer   Other Units  Value        Outstanding         (See inst. 3(f)) Exchange
to be Sold      are to be Offered       File     to be Sold   (See instr.  (See instr. 3(e))   (MO. DAY YR.)    (See instr. 3(g))
                or Each Market          Number   (See instr.  3(d))
                Maker who is                     (3(c))
                Acquiring the
                Securities
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Common stock   Merrill Lynch                     800**                      12,338,660          12/19/2008        NYSE
               2959 N. Rock Road
               Wichita, KS  67226
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INSTRUCTIONS:

1.   (a) Name of issuer
     (b)  Issuer's I.R.S. Identification Number
     (c)  Issuer's S.E.C. file number, if any
     (d)  Issuer's address, including zip code
     (e)  Issuer's telephone number, including area code

2.   (a)  Name of person for whose account the securities are to be sold
     (b)  Such  person's  I.R.S.  identification  number,  if such  person is an
          entity
     (c)  Such person's relationship to the issuer (e.g., officer, director, 10%
          stockholder, or member of immediate family of any of the foregoing)
     (d)  Such person's address, including zip code

3.   (a)  Title of the class of securities to be sold
     (b)  Name and  address  of each  broker  through  whom the  securities  are
          intended to be sold
     (c)  Number of shares or other units to be sold (if debt  securities,  give
          the aggregate face amount)
     (d)  Aggregate  market value of the securities to be sold as of a specified
          date within 10 days prior to the filing of this notice
     (e)  Number of shares or other units of the class  outstanding,  or if debt
          securities the face amount thereof  outstanding,  as shown by the most
          recent report or statement published by the issuer
     (f)  Approximate date on which the securities are to be sold
     (g)  Name of each securities exchange,  if any, on which the securities are
          intended to be sold

Potential persons who are to respond to the collection of information  contained
in this form are not  required to respond  unless the form  displays a currently
valid OMB control number.






                         TABLE I - SECURITIES TO BE SOLD
    Furnish the following information with respect to the acquisition of the
      securities to be sold and with respect to the payment of all or any
          part of the purchase price or other consideration therefor:



                                                                 Name of Person
Title of                   Date You  Nature of                from Whom Acquired        Amount of   Date of
the Class                  Acquired  Acquisition Transaction  (If gift, also give date  Securities  Payment    Nature of Payment
                                                                 donor acquired)        Acquired
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Common Stock               5/2/2006 Open Market Purchase     Open Market Purchase      800         5/2/2006     Cash on hand




INSTRUCTIONS:

1.   If the securities were purchased and full payment  therefor was not made in
     cash at the time of purchase, explain in the table or in a note thereto the
     nature of the consideration  given. If the  consideration  consisted of any
     note or other obligation,  or if payment was made in installments  describe
     the arrangement and state when the note or other  obligation was discharged
     in full or the last installment paid.

2.   If within two years after the  acquisition of the securities the person for
     whose  account  they are to be sold had any short  positions,  put or other
     option to dispose of  securities  referred to in  paragraph  (d)(3) of Rule
     144, furnish full information with respect thereto.


              TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
          Furnish the following information as to all securities of the
             issuer sold during the past 3 months by the person for
                  whose account the securities are to be sold.




Name and Address of Seller     Title of Securities Sold         Date of Sale     Amount of Securities    Gross Proceeds
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REMARKS:




INSTRUCTIONS:
See the definition of "person"  in paragraph (a) of Rule 144.  Information is to
be given not only as to the person for whose  account the  securities  are to be
sold but also as to all other persons included in that definition.  In addition,
information shall be given as to sales by all personswhose sales are required by
paragraph  (e) of Rule 144 to be  aggregated  with sales for the  account of the
person filing this notice.


ATTENTION:
The person for whose account the  securities to which this notice relates are to
be sold  hereby  represents  by signing  this  notice  that he does not know any
material adverse information in regard to the current and prospective operations
of the  Issuer  of the  securities  to be  sold  which  has  not  been  publicly
disclosed.




       12/19/2008                            Susan L. Ciciora Trust
                                            /s/ Douglas J. Blattmachr
---------------------            -----------------------------------------
   Date of Notice                       Douglas J. Blattmachr, President,
                                        Alaska Trust Company, trustee

    The notice shall be signed by the person for whose account the securities
    are to be sold. At least one copy of the notice shall be manually signed.
    Any copies not manually signed shall bear typed or printed signatures.

ATTENTION:  Intentional  misstatements or omission of facts  constitute  Federal
Criminal Violations (See 18 U.S.C. 1001).


Footnotes:

*    The  filer of this  Form 144 (the  "Filer")  may be  deemed to be part of a
     group of entities that owns greater than 10% of the  outstanding  shares of
     the Issuer.  The Filer hereby  disclaims any  beneficial  ownership in such
     other shares owned by such other entities.

**   Ernest  Horejsi  Trust  No.  1B filed  its Form 144 on  November  12,  2008
     indicating its intent to sell 571,000 of the Issuer's  shares in accordance
     with Rule 144. The shares disclosed herein are part of those 571,000 shares
     for purpose of calculating the total number of shares the affiliated  group
     is permitted to sell under Rule 144.