[LOGO] Blue Chip
                                       Value Fund


                                Quarterly Report

                                to Stockholders

                                 March 31, 2004



     The  Investment  Adviser's  Commentary  included  in this  report  contains
certain  forward-looking  statements  about  the  factors  that may  affect  the
performance  of the  Fund in the  future.  These  statements  are  based on Fund
management's  predictions and expectations  concerning certain future events and
their expected impact on the Fund, such as performance of the economy as a whole
and of specific industry  sectors,  changes in the levels of interest rates, the
impact of  developing  world  events,  and other  factors that may influence the
future  performance  of the  Fund.  Management  believes  these  forward-looking
statements  to  be  reasonable,  although  they  are  inherently  uncertain  and
difficult  to  predict.   Actual  events  may  cause  adjustments  in  portfolio
management strategies from those currently expected to be employed.



INVESTMENT ADVISER'S COMMENTARY

Dear Fellow Stockholders:

     The  first  quarter  of 2004  saw the  market  continue  to  rally on solid
economic and market fundamentals, only to surrender some of those gains later in
the quarter. In our opinion,  renewed attention was paid to valuation,  with the
market  rewarding  companies  that traded at lower  multiples  relative to their
ability to generate and grow cash flow.  However,  smaller  stocks  continued to
outperform larger stocks, a trend we believe may be nearing an end.

     Against this backdrop,  the Blue Chip Value Fund  appreciated  2.51% at net
asset value (NAV) for the three-month period ended March 31, 2004, outperforming
the  1.70%  return  of its  benchmark,  the S&P 500  Index.  We also  draw  your
attention to the one-,  three- and five-year  performance  periods,  which again
show the Fund's NAV  outpacing  the S&P 500.  Meanwhile,  the Fund  continued to
trade at a premium to NAV, generally in the 10% to 15% range.

     Turning to the portfolio,  strong contributions to performance were made by
stocks  in  the  healthcare,   consumer  staples  and  energy  sectors.   Within
healthcare,  leading  managed care provider  Aetna Inc.  continued to experience
profitable  growth  with  improving  margins,   while  adding  over  1%  to  the
portfolio's total quarterly  performance.  Consumer staples  standouts  included
Tyson Foods,  Inc.,  which moved 36% higher on improving  margins in its various
meat businesses,  as well as top soybean  processor Bunge Ltd., where it appears
to us that  increased  demand  and  robust  margins  pushed the stock up by 22%.
Elsewhere,  rising energy prices in addition to firming offshore  drilling rates
appear to have boosted Transocean Inc., which advanced 17% during the quarter.

     In  contrast,  it appears to us that  generic  pharmaceutical  giant  Mylan
Laboratories  Inc. was stung by delays  surrounding a new product launch.  While
the  stock  underperformed  during  the  period,  in our  opinion  the depth and
attractiveness  of its pipeline  continue to suggest  meaningful  upside. At the
same  time,  our  holding  in  railroad   operator  Union  Pacific  Corp.   also
disappointed as harsh winter weather and crew shortages  appear to have resulted
in lower cash flow  guidance.  Nevertheless,  in our  opinion  signs of stronger
volumes and modest price increases should result in better days ahead.  Finally,
private mortgage insurer Radian Group,  Inc.  declined as lower rates and credit
concerns appear to have


                                                                               3


plagued the company. Despite the short-term setback, we added to the position in
anticipation  of higher rates,  which we hope could  ultimately lead to stronger
long-term cash flows.

     Of the 2.51% NAV increase,  approximately 0.25% was attributable to the use
of leverage  approved by stockholders at last year's annual meeting.  During the
quarter,  the average balance  outstanding  under the leverage facility was $8.6
million,  representing approximately 5.5% of stockholder assets before leverage.
The Fund  currently  has a facility  in place to  leverage  up to $15 million or
approximately  10% of assets.  We anticipate  that the amount of leverage in use
will fluctuate based on the  availability of suitable  investment  opportunities
within the marketplace.

     On another note, as disclosed in the Distributions to Stockholders  section
of the Notes to Financial Statements, it is possible under certain circumstances
that  distributions  paid from capital  surplus  would be  classified as taxable
ordinary  income  rather  than  non-taxable  return of capital due to the use of
capital loss  carryforwards.  This would result in less  favorable tax treatment
for our  stockholders.  As such, we are actively  monitoring the Fund's realized
capital  gains in relation to the loss  carryforwards  in an attempt to maximize
after-tax returns for shareholders.

     Looking  ahead,  in  our  opinion  we  see  an  ongoing   migration  toward
higher-quality   companies  with   improving   returns  and  visible  free  cash
generation,  believing that they will markedly  outperform.  We remain confident
that the economy is stable and  growing  sufficiently  to realize  the  positive
results we  anticipate.  Perhaps the biggest  unknowns are concerns  surrounding
terrorism and  international  unrest,  and the challenges  posed by a moderating
recovery. However, on balance we remain optimistic regarding the outlook for the
economy   and   stocks,   with  an   increasingly   constructive   view  of  the
higher-quality, larger-cap issues that comprise the Blue Chip Value Fund.

Sincerely,


/s/ TODGER ANDERSON, CFA

Todger Anderson, CFA
President, Blue Chip Value Fund, Inc.
Chairman, Denver Investment Advisors LLC


4


HOW TO OBTAIN A COPY OF THE FUND'S PROXY VOTING POLICIES

     A description  of the policies and  procedures  that are used by the Fund's
investment  adviser to vote proxies relating to the Fund's portfolio  securities
is available (1) without charge, upon request, by calling (800) 624-4190; (2) on
the Fund's  website at  www.blu.com  and (3) on the Fund's  Form N-CSR  which is
available on the U.S. Securities and Exchange Commission website at www.sec.gov.




SEND US YOUR E-MAIL ADDRESS

     If  you  would  like  to  receive   monthly   portfolio   composition   and
characteristic  updates,  press releases and financial reports electronically as
soon as they are  available,  please  send an  e-mail  to  blu@denveria.com  and
include your name and e-mail address. You will still receive paper copies of any
required  communications  and reports in the mail.  This  service is  completely
voluntary  and  you can  cancel  at any  time by  contacting  us via  e-mail  at
blu@denveria.com or toll-free at 1-800-624-4190.


                                                                               5


================================================================================
                            Sector Diversification in
                  Comparison to S&P 500 as of March 31, 2004*
================================================================================
                                                             Fund       S&P 500
--------------------------------------------------------------------------------
Basic Materials                                              2.7%         2.8%
--------------------------------------------------------------------------------
Capital Goods                                                6.5%         8.2%
--------------------------------------------------------------------------------
Commercial Services                                          2.4%         2.6%
--------------------------------------------------------------------------------
Communications                                               2.2%         6.6%
--------------------------------------------------------------------------------
Consumer Cyclical                                           13.5%        12.5%
--------------------------------------------------------------------------------
Consumer Staples                                             6.7%         8.9%
--------------------------------------------------------------------------------
Energy                                                       6.7%         6.0%
--------------------------------------------------------------------------------
Financials                                                  23.2%        20.6%
--------------------------------------------------------------------------------
Medical/Healthcare                                          21.8%        13.0%
--------------------------------------------------------------------------------
REITs                                                        0.0%         0.4%
--------------------------------------------------------------------------------
Technology                                                  12.5%        14.0%
--------------------------------------------------------------------------------
Transportation                                               1.7%         1.5%
--------------------------------------------------------------------------------
Utilities                                                    0.0%         2.9%
--------------------------------------------------------------------------------
Short-Term Investments                                       0.1%          --
--------------------------------------------------------------------------------
*Sector diversification percentages are based on the Fund's total investments at
 market  value.  Sector  diversification  is  subject  to change  and may not be
 representative of future investments.
--------------------------------------------------------------------------------

================================================================================
                          Average Annual Total Returns
                              as of March 31, 2004
================================================================================
                Return      3 Mos.     1-Year     3-Year     5-Year     10-Year
--------------------------------------------------------------------------------
Blue Chip
Value Fund      NAV          2.51%     36.58%      1.14%      1.61%      11.20%
--------------------------------------------------------------------------------
Blue Chip       Market
Value Fund      Price        4.23%     59.40%      8.52%      4.39%      11.92%
--------------------------------------------------------------------------------
S&P 500
Index                        1.70%     35.13%      0.64%     (1.19%)     11.68%
--------------------------------------------------------------------------------
Past performance is no guarantee of future results. Share prices will fluctuate,
so that a share may be worth  more or less  than its  original  cost when  sold.
Total investment return is calculated assuming a purchase of common stock on the
opening  of the  first  day and a sale on the  closing  of the  last day of each
period reported.  Dividends and distributions,  if any, are assumed for purposes
of this  calculation  to be  reinvested  at prices  obtained  under  the  Fund's
dividend  reinvestment plan. Rights offerings,  if any, are assumed for purposes
of this  calculation  to be fully  subscribed  under  the  terms  of the  rights
offering.  Generally,  total investment  return based on net asset value will be
higher than total investment return based on market value in periods where there
is an increase in the  discount or a decrease in the premium of the market value
to the  net  asset  value  from  the  beginning  to the  end  of  such  periods.
Conversely,  total investment  return based on the net asset value will be lower
than total  investment  return based on market value in periods where there is a
decrease in the  discount  or an increase in the premium of the market  value to
the net asset value from the beginning to the end of such periods.
--------------------------------------------------------------------------------


6


================================================================================
                        Market Price Performance History
               Since Inception (04/15/87) through March 31, 2004
================================================================================

       [DATA BELOW IS REPSRENTED BY A LINE CHART IN THE ORIGINAL REPORT]

Adjusted Marked Value(1)   Actual Market Price(2)
          10                        10
         9.5                       9.5
         7.8                      7.75
        5.58                       5.5
        5.87                      5.75
        6.31                      6.13
         6.1                      5.88
        6.28                         6
        6.73                      6.25
        7.62                      6.88
        8.54                       7.5
         8.2                         7
        8.13                      6.75
        8.21                      6.63
        6.86                      5.38
        7.86                         6
        9.28                      6.88
        9.88                      7.13
       10.49                      7.38
        11.4                      7.63
       11.77                      7.88
       12.07                      7.88
       12.18                      7.75
       12.81                      7.75
       13.64                      8.25
       13.78                      8.13
       14.51                      8.25
       14.57                      7.88
        14.1                      7.63
       12.54                      6.75
       12.83                      6.88
       12.65                      6.13
       13.68                      6.63
       14.78                      7.13
       15.88                      7.63
       17.91                      7.63
       19.09                      8.13
       20.04                       8.5
       21.89                      9.25
       24.98                      9.25
       22.92                      8.38
       27.37                      9.75
       31.13                     10.81
       35.11                     10.94
       38.12                     11.88
       37.19                     11.31
       30.52                      9.06
       35.58                      9.75
       35.12                      9.63
        37.9                     10.13
       35.79                      9.31
       37.95                      8.69
       36.04                      8.25
       37.62                      8.38
       38.84                      8.44
       36.75                      7.55
       34.06                      6.79
       41.48                      8.05
       37.75                      7.14
       41.92                      7.56
       39.16                      7.02
       34.89                       6.1
       28.26                       4.8
       28.43                      4.59
       27.31                      4.41
        36.6                      5.77
       37.59                      5.79
       41.77                      6.14
       43.54                       6.4

Annual distribution totals as indicated.(3)

Please Note: line graph points are as of the end of each calendar quarter.

Past performance is no guarantee of future results. Share prices will fluctuate,
so that a share may be worth more or less than its original cost when sold.

(1)  Reflects the cumulative total return of an investment made by a stockholder
     who purchased one share at inception  ($10.00 IPO) and then  reinvested all
     annual  distributions  as  indicated,  and fully  participated  in  primary
     subscriptions of rights offerings.

(3)  Reflects the actual market price of one share as it has traded on the NYSE.

(3)  Annual  distribution  totals represent  actual amounts.  The Fund currently
     pays 2.5% of its net asset  value  quarterly;  however  this  policy may be
     changed at the discretion of the Fund's Board of Directors.


                                                                               7


NEWS RELEASE

Date: Thursday, April 1, 2004

BLUE CHIP VALUE FUND DECLARES FIRST QUARTER DISTRIBUTION

     DENVER,  CO.  (April 1, 2004) The  Directors of Blue Chip Value Fund,  Inc.
have declared a distribution  of $0.14 per share.  This  distribution is payable
April 30, 2004,  to  stockholders  of record  April 16,  2004,  and will have an
ex-dividend  date of  April  14,  2004.  The  Fund  currently  pays a  quarterly
distribution equal to 2.5% of its Net Asset Value, rounded to the nearest penny.
These  fixed  distributions  are not  related  to the  amount of the  Fund's net
investment income or net realized capital gains or losses.

     Of the total distribution,  approximately $0.0002 represents net investment
income and the remaining  undesignated  portion is paid from capital surplus. If
the Fund's total distributions required by the fixed quarterly payout policy for
the year exceed the Fund's "current and  accumulated  earnings and profits," the
excess  will  be  treated  as  non-taxable  return  of  capital,   reducing  the
stockholder's  adjusted cost basis. However, to the extent that current year net
realized   gains  are  offset  by  capital  loss   carryforwards,   such  excess
distributions  would be  classified  as  taxable  ordinary  income  rather  than
non-taxable  return of capital.  The actual  determination  of the source of the
undesignated  distributions  can be made  only at  year-end.  Shareholders  will
receive written  notification  regarding the components and tax treatment of all
distributions for the calendar year in early 2005.

     As of March 31, 2004,  the Fund's N.A.V.  was $5.72 and the stock closed at
$6.40, a premium of 11.89%.


8


BLUE CHIP VALUE FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

March 31, 2004 (Unaudited)

ASSETS
Investments at market value                                       $ 160,517,572
  (identified cost $142,417,956)
Dividends receivable                                                    176,198
Interest receivable                                                         603
Other assets                                                              9,502
                                                                  -------------
  TOTAL ASSETS                                                      160,703,875
                                                                  -------------
LIABILITIES
Loan payable to bank                                                  6,343,000
Interest due on loan payable to bank                                     13,712
Payable for securities purchased                                         25,351
Advisory fee payable                                                     77,794
Administration fee payable                                                8,116
Accrued expenses and other liabilities                                   85,136
                                                                  -------------
  TOTAL LIABILITIES                                                   6,553,109
                                                                  -------------
NET ASSETS                                                        $ 154,150,766
                                                                  =============
COMPOSITION OF NET ASSETS
Capital stock, at par                                             $     269,695
Paid-in-capital                                                     146,701,349
Undistributed net investment income                                       6,697
Accumulated net realized loss                                       (10,926,591)
Net unrealized appreciation on investments                           18,099,616
                                                                  -------------
                                                                  $ 154,150,766
                                                                  -------------
SHARES OF COMMON STOCK
  OUTSTANDING (100,000,000 shares
  authorized at $0.01 par value)                                     26,969,486
                                                                  =============
Net asset value per share                                         $        5.72
                                                                  =============

See accompanying notes to financial statements.


                                                                               9


BLUE CHIP VALUE FUND, INC.

STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2004 (Unaudited)

INCOME
  Dividends                                          $   421,665
  Interest                                                 1,003
                                                     -----------
    TOTAL INCOME                                                    $   422,668
                                                                    -----------
EXPENSES
  Investment advisory fee
    (Note 3)                                             229,207
  Administrative services fee
    (Note 3)                                              24,203
  Interest on outstanding
    loan payable                                          45,968
  Legal fees                                              28,175
  Stockholder reporting                                   26,427
  Transfer agent fees                                     19,322
  Directors' fees                                         17,951
  NYSE listing fees                                        9,973
  Audit and tax preparation fees                           6,108
  Insurance and fidelity bond                              3,738
  Other                                                    2,493
  Custodian fees                                           2,406
                                                     -----------
    TOTAL EXPENSES                                                      415,971
                                                                    -----------
    NET INVESTMENT INCOME                                                 6,697
                                                                    -----------
REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS
  Net realized gain on investments                                    5,045,940
  Change in net unrealized appreciation/
    depreciation of investments                                      (1,540,397)
                                                                    -----------
    NET GAIN ON INVESTMENTS                                           3,505,543
                                                                    -----------
    NET INCREASE IN NET ASSETS
      RESULTING FROM OPERATIONS                                     $ 3,512,240
                                                                    ===========

See accompanying notes to financial statements.


10


BLUE CHIP VALUE FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS

                                              For the Three           For the
                                               Months Ended         Year Ended
                                                 March 31,         December 31,
                                                  2004(1)              2003
                                              -------------       -------------
Increase/(decrease) in net assets
  from operations:
  Net investment income                       $       6,697       $     363,532
  Net realized gain from
    securities transactions                       5,045,940             417,452
  Change in net unrealized
    appreciation or depreciation
    of investments                               (1,540,397)         32,391,284
                                              -------------       -------------
                                                  3,512,240          33,172,268
                                              -------------       -------------
Decrease in net assets
  from distributions to
  stockholders from:
  Net investment income                                   0            (363,532)
  Return of capital                                       0         (13,273,611)
                                              -------------       -------------
                                                          0         (13,637,143)
                                              -------------       -------------
Increase in net assets from
  common stock transactions:
  Net asset value of common
    stock issued to stockholders
    from reinvestment of
    dividends (99,692 and
    349,244 shares issued,
    respectively)                                   581,503           1,808,988
                                              -------------       -------------
                                                    581,503           1,808,988
                                              -------------       -------------
NET INCREASE IN
  NET ASSETS                                      4,093,743          21,344,113

NET ASSETS
  Beginning of period                           150,057,023         128,712,910
                                              -------------       -------------
  End of period                               $ 154,150,766       $ 150,057,023
                                              =============       =============

(1) Unaudited

See accompanying notes to financial statements.


                                                                              11


BLUE CHIP VALUE FUND, INC.

FINANCIAL HIGHLIGHTS
                                                                  For the Three
                                                                  Months Ended
Per Share Data                                                      March 31,
(for a share outstanding throughout each period)                     2004(1)
                                                                  -------------
Net asset value - beginning of period                               $   5.58
Investment operations
Net investment income                                                   0.00(2)
Net gain (loss) on investments                                          0.14
                                                                    --------
Total from investment operations                                        0.14
                                                                    --------
Distributions
From net investment income                                                --
From net realized gains on investments                                    --
Return of capital                                                         --
                                                                    --------
Total distributions                                                     0.00(5)
                                                                    --------
Capital Share Transactions
Dilutive effects of rights offerings                                      --
Offering costs charged to paid in capital                                 --
                                                                    --------
Total capital share transactions                                          --
  Net asset value, end of period                                    $   5.72
                                                                    ========
  Per share market value, end of period                             $   6.40
                                                                    ========
Total investment return(3) based on:
  Market Value                                                           4.2%
  Net Asset Value                                                        2.5%
Ratios/Supplemental data:
Ratio of operating expenses to average net assets                       0.96%*
Ratio of total expenses to average net assets                           1.08%*
Ratio of net investment income to average net assets                    0.02%*
Ratio of total distributions to average net assets                      0.00%(5)
Portfolio turnover rate(4)                                             17.78%
Net assets - end of period (in thousands)                           $154,151

See accompanying notes to financial statements.

*    Annualized.

(1)  Unaudited.

(2)  Amount is less than $.005 per share.

(3)  Past  performance  is no  guarantee  of future  results.  Share  price will
     fluctuate, so that a share may be worth more or less than its original cost
     when sold.  Total  investment  return is calculated  assuming a purchase of
     common  stock on the  opening of the first day and a sale on the closing of
     the last day of each period reported. Dividends and distributions,  if any,
     are assumed for purposes of this  calculation  to be  reinvested  at prices
     obtained under the Fund's dividend reinvestment plan. Rights offerings,  if
     any, are assumed for purposes of this  calculation  to be fully  subscribed
     under the terms of the rights offering.  Generally, total investment return
     based on net asset value will be higher than total investment  return based
     on market value in periods  where there is an increase in the discount or a
     decrease in the premium of the


12


                 For the year ended December 31,
----------------------------------------------------------------
  2003          2002          2001          2000          1999
--------      --------      --------      --------      --------
$   4.85      $   6.94      $   8.17      $   9.09      $  10.25

    0.01          0.04          0.04          0.05          0.03
    1.23         (1.40)        (0.29)        (0.08)         0.49
--------      --------      --------      --------      --------
    1.24         (1.36)        (0.25)        (0.03)         0.52
--------      --------      --------      --------      --------

   (0.01)        (0.04)        (0.04)        (0.05)        (0.03)
      --            --         (0.36)        (0.84)        (1.65)
   (0.50)        (0.52)        (0.34)           --            --
--------      --------      --------      --------      --------
   (0.51)        (0.56)        (0.74)        (0.89)        (1.68)
--------      --------      --------      --------      --------

      --         (0.16)        (0.23)           --            --
      --         (0.01)        (0.01)           --            --
--------      --------      --------      --------      --------
      --         (0.17)        (0.24)           --            --
--------      --------      --------      --------      --------
$   5.58      $   4.85      $   6.94      $   8.17      $   9.09
========      ========      ========      ========      ========
$   6.14      $   4.59      $   7.56      $   7.55      $   8.69
========      ========      ========      ========      ========


    46.9%        (32.2%)        14.1%         (3.2%)         6.7%
    26.4%        (20.6%)        (3.0%)         0.2%          6.2%

    1.13%         0.93%         0.91%         0.88%         0.85%
    1.13%         0.93%         0.91%         0.88%         0.85%
    0.27%         0.64%         0.56%         0.63%         0.32%
   10.07%        10.15%        10.21%        10.46%        16.86%
   52.58%        65.86%        73.30%       127.55%        54.24%
$150,057      $128,713      $145,517      $140,863      $153,002

     market  value to the net asset value from the  beginning to the end of such
     periods.  Conversely,  total investment return based on the net asset value
     will be lower than total investment return based on market value in periods
     where there is a decrease in the  discount or an increase in the premium of
     the market  value to the net asset value from the  beginning  to the end of
     such periods.

(4)  A portfolio  turnover rate is the percentage  computed by taking the lesser
     of  purchases  or  sales  of  portfolio  securities  (excluding  short-term
     investments)  for a year and  dividing  it by the  monthly  average  of the
     market value of the  portfolio  securities  during the year.  Purchases and
     sales of investment securities  (excluding  short-term  securities) for the
     three  months  ended  March 31,  2004  were  $28,829,472  and  $30,623,919,
     respectively.

(5)  Due to the timing of the quarterly  ex-distribution  dates, no distribution
     is recorded during the three months ended March 31, 2004. Please see Note 5
     concerning details for the April 2004 distribution.


                                                                              13


BLUE CHIP VALUE FUND, INC.

STATEMENT OF INVESTMENTS
March 31, 2004 (Unaudited)
                                                                        Market
                                            Shares        Cost          Value
                                            ------    -----------    -----------
COMMON STOCKS - 104.02%
BASIC MATERIALS - 2.80%
Forestry & Paper - 2.80%
Bowater Inc.                                99,100    $ 4,676,588    $ 4,323,733
TOTAL BASIC MATERIALS                                   4,676,588      4,323,733
--------------------------------------------------------------------------------
CAPITAL GOODS - 6.72%
Aerospace & Defense - 3.04%
General Dynamics Corp.                      28,600      2,227,919      2,554,838
Raytheon Co.                                67,800      2,340,069      2,124,852
                                                      -----------    -----------
                                                        4,567,988      4,679,690
Industrial Products - 3.68%
Parker Hannifin Corp.                      100,500      4,847,686      5,678,250
TOTAL CAPITAL GOODS                                     9,415,674     10,357,940
--------------------------------------------------------------------------------
COMMERCIAL SERVICES - 2.55%
IT Services - 2.55%
Computer Sciences Corp.*                    97,300      3,942,978      3,924,109
TOTAL COMMERCIAL SERVICES                               3,942,978      3,924,109
--------------------------------------------------------------------------------
COMMUNICATIONS - 2.25%
Telecomm Service Providers - 2.25%
ALLTEL Corp.                                69,600      3,507,230      3,472,344
TOTAL COMMUNICATIONS                                    3,507,230      3,472,344
--------------------------------------------------------------------------------
CONSUMER CYCLICAL - 14.08%
Clothing & Accessories - 2.87%
TJX Companies Inc.                         180,300      2,785,187      4,428,168
General Merchandise - 2.87%
Target Corp.+                               98,200      3,396,619      4,422,928
Hotels & Gaming - 1.66%
Starwood Hotels & Resorts
  Worldwide Inc.                            63,200      1,831,324      2,559,600
Publishing & Media - 5.38%
Dow Jones & Company Inc.                    50,700      2,714,743      2,429,037
Viacom Inc. - Class B                       61,300      2,993,401      2,403,573
Walt Disney Co.                            138,800      2,967,594      3,468,612
                                                      -----------    -----------
                                                        8,675,738      8,301,222
Restaurants - 1.30%
Darden Restaurants Inc.                     80,600      2,001,891      1,998,074
TOTAL CONSUMER CYCLICAL                                18,690,759     21,709,992
--------------------------------------------------------------------------------


14


                                                                        Market
                                               Shares     Cost          Value
                                               ------  -----------   -----------
CONSUMER STAPLES - 6.92%
Food & Agricultural Products - 6.92%
Bunge Ltd.                                     82,100  $ 1,976,770   $ 3,302,062
Kraft Foods Inc.+                              87,100    2,741,790     2,788,071
Tyson Foods Inc.                              254,000    2,988,679     4,584,700
                                                       -----------   -----------
                                                         7,707,239    10,674,833
TOTAL CONSUMER STAPLES                                   7,707,239    10,674,833
--------------------------------------------------------------------------------
ENERGY - 6.94%
Exploration & Production - 2.63%
Devon Energy Corp.                             69,612    3,374,412     4,047,938
Integrated Oils - 2.82%
Occidental
  Petroleum Corp.                              94,400    4,183,712     4,347,120
Oil Services - 1.49%
Transocean Inc.*                               82,400    1,704,136     2,298,136
TOTAL ENERGY                                             9,262,260    10,693,194
--------------------------------------------------------------------------------
FINANCIALS - 24.20%
Insurance & Real Estate Brokers - 2.48%
Willis Group
  Holdings Ltd.                               102,800    2,969,098     3,824,160
Integrated Financial Services - 3.33%
Citigroup Inc.+                                99,400    4,306,929     5,138,980
Property Casualty Insurance - 11.32%
Allstate Corp.                                 71,900    2,605,776     3,268,574
AMBAC Financial
  Group Inc.                                   47,500    2,608,731     3,504,550
American
  International Group+                         47,900    3,089,795     3,417,665
Radian Group Inc.                              98,100    3,855,772     4,179,060
Travelers Property &
  Casualty Corp.+                             179,300    2,601,208     3,074,995
                                                       -----------   -----------
                                                        14,761,282    17,444,844
Securities & Asset Management - 4.72%
Goldman Sachs Group Inc.                       23,400    2,063,344     2,441,790
Lehman Brothers
  Holdings Inc.                                28,500    1,760,490     2,361,795
Merrill Lynch &
  Company Inc.                                 41,500    2,306,225     2,471,740
                                                       -----------   -----------
                                                         6,130,059     7,275,325
Specialty Finance - 2.35%
Freddie Mac                                    61,300    3,752,653     3,620,378
TOTAL FINANCIALS                                        31,920,021    37,303,687
--------------------------------------------------------------------------------


                                                                              15


                                                                       Market
                                           Shares        Cost          Value
                                           ------   ------------   ------------
MEDICAL - HEALTHCARE - 22.71%
Healthcare Services - 6.40%
Aetna Inc.                                 54,400   $  3,097,444   $  4,880,768
Pacificare Health
  Systems Inc.*                           125,900      4,737,238      4,979,345
                                                    ------------   ------------
                                                       7,834,682      9,860,113
Pharmaceuticals - 16.31%
Abbott Laboratories                        73,500      3,219,353      3,020,850
Amgen Inc.*                                53,500      3,219,407      3,112,095
Barr Pharmaceuticals Inc.*                 63,000      3,064,654      2,891,700
Mylan Laboratories Inc.+                  217,100      4,388,645      4,934,683
Pfizer Inc.+                              166,260      4,713,657      5,827,413
Teva Pharmaceutical
  Industries Ltd.                          38,900      2,529,165      2,466,649
Wyeth                                      77,000      2,786,350      2,891,350
                                                    ------------   ------------
                                                      23,921,231     25,144,740
TOTAL MEDICAL -
  HEALTHCARE                                          31,755,913     35,004,853
-------------------------------------------------------------------------------
TECHNOLOGY - 13.04%
Computer Software - 5.76%
Microsoft Corp.                           172,400      5,240,231      4,304,828
Network Associates Inc.*                  101,400      1,646,754      1,825,200
Verisign Inc.*                            165,500      2,749,989      2,745,645
                                                    ------------   ------------
                                                       9,636,974      8,875,673
Electronic Equipment - 1.20%
American Power
  Conversion                               80,700      1,067,339      1,856,907
Semiconductors - 5.00%
Altera Corp.*                             101,600      2,481,038      2,077,720
Intel Corp.+                              144,300      3,584,797      3,924,960
National
  Semiconductor Corp.*                     38,300        744,624      1,701,669
                                                    ------------   ------------
                                                       6,810,459      7,704,349
Technology Resellers - Distributors - 1.08%
Tech Data Corp.*                           40,600      1,129,578      1,662,164
TOTAL TECHNOLOGY                                      18,644,350     20,099,093
-------------------------------------------------------------------------------
TRANSPORTATION - 1.81%
Railroads - 1.81%
Union Pacific Corp.                        46,600      2,728,762      2,787,612
TOTAL TRANSPORTATION                                   2,728,762      2,787,612
-------------------------------------------------------------------------------
TOTAL COMMON STOCKS                                  142,251,774    160,351,390
-------------------------------------------------------------------------------


16


                                                                       Market
                                           Shares        Cost          Value
                                           ------   ------------   ------------
SHORT-TERM INVESTMENTS - 0.11%
Goldman Sachs Financial
  Square Prime Obligations
  Fund - FST Shares                                      166,182        166,182
TOTAL SHORT-TERM
  INVESTMENTS                                            166,182        166,182
-------------------------------------------------------------------------------
TOTAL
INVESTMENTS                               104.13%   $142,417,956   $160,517,572
Liabilities in Excess
  of Other Assets                          (4.13%)                   (6,366,806)
                                          -------                  ------------
NET ASSETS                                100.00%                  $154,150,766
                                          =======                  ============

* Denotes non-income producing security.

+ A portion of the shares held in this  security are pledged as  collateral  for
  the borrowings under the loan agreement.


                                                                              17


BLUE CHIP VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS

March 31, 2004 (Unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     Blue Chip Value Fund, Inc. (the "Fund") is registered  under the Investment
Company  Act of  1940,  as  amended,  as a  diversified,  closed-end  management
investment company.

     The following is a summary of significant  accounting  policies followed by
the Fund in the preparation of its financial statements.

Security  Valuation - All  securities  of the Fund are valued as of the close of
regular  trading on the New York Stock  Exchange  ("NYSE"),  currently 4:00 p.m.
(Eastern  Time),  on each  day that the  NYSE is  open.  Listed  securities  are
generally  valued at the last sales price as of the close of regular  trading on
the NYSE.  Securities traded on the National  Association of Securities  Dealers
Automated  Quotation  ("NASDAQ")  are  generally  valued at the NASDAQ  Official
Closing Price  ("NOCP").  In the absence of sales and NOCP,  such securities are
valued at the mean of the bid and asked prices.

     Securities  having a  remaining  maturity  of 60 days or less are valued at
amortized cost which approximates market value.

     When market  quotations are not readily available or when events occur that
make established  valuation  methods  unreliable,  securities of the Fund may be
valued at fair value  determined  in good faith by or under the direction of the
Board of Directors.

Investment  Transactions - Investment transactions are accounted for on the date
the  investments  are purchased or sold (trade date).  Realized gains and losses
from investment  transactions  and unrealized  appreciation  and depreciation of
investments  are determined on the first-in,  first-out basis for both financial
statement and federal  income tax purposes.  Dividend  income is recorded on the
ex-dividend  date.  Interest  income,  which includes  interest  earned on money
market funds, is accrued and recorded daily.

Federal Income Taxes - The Fund intends to comply with the  requirements  of the
Internal Revenue Code that are applicable to regulated  investment companies and
to  distribute  all of its taxable  income to its  stockholders.  Therefore,  no
provision has been made for federal income taxes.


18


     As of December  31, 2003,  the Fund had  available  for federal  income tax
purposes unused capital loss carryforwards as follows:

Expiring
2010                             $ 15,484,833
2011                                   45,245
                                 ------------
Total                            $ 15,530,078
                                 ============

     The Fund  intends to elect to defer to its fiscal year ending  December 31,
2004,  approximately  $35,000 of losses recognized during the period November 1,
2003 to December 31, 2003, which will expire in 2012 if unutilized.

     The tax character of the distributions paid was as follows:

                                               Three Months Ended    Year Ended
                                                    March 31,       December 31,
                                                      2004              2003
                                                  -----------       -----------
Distributions paid from:
Ordinary income                                   $        --       $   363,532
Long-term capital gain                                     --                --
Return of capital                                          --        13,273,611
                                                  -----------       -----------
Total                                             $        --       $13,637,143
                                                  ===========       ===========

     As of March 31, 2004,  the  components of  distributable  earnings on a tax
basis were as follows:

Undistributed net investment income              $      6,697
Accumulated net realized loss                     (10,518,960)
Net unrealized appreciation                        17,691,985
                                                 ------------
Total                                            $  7,179,722
                                                 ============

     The difference  between book basis and tax basis is attributable to the tax
deferral of losses on wash sales.

Distributions  to Stockholders - Distributions  to stockholders  are recorded on
the ex-dividend date.

     The  Fund  currently  maintains  a  "managed   distribution  policy"  which
distributes at least 2.5% of its net asset value quarterly to its  stockholders.
These  fixed  distributions  are not  related  to the  amount of the  Fund's net
investment income or net realized capital gains or losses and will be classified
to conform to the tax reporting  requirements  of the Internal  Revenue Code. If
the Fund's total distributions required by the fixed quarterly payout policy for
the year exceed the Fund's "current and  accumulated  earnings and profits," the
excess  will  be  treated  as  non-taxable  return  of  capital,   reducing  the
stockholder's adjusted basis in his or her shares.


                                                                              19


Although  capital  loss  carryforwards  may offset any current year net realized
capital  gains,  such  amounts do not reduce the Fund's  "current  earnings  and
profits." Therefore,  to the extent that current year net realized capital gains
are offset by capital loss  carryforwards,  such excess  distributions  would be
classified as taxable ordinary income rather than non-taxable return of capital.
In this  situation,  the Fund's Board of Directors  would  consider that factor,
among others, in determining whether to retain,  alter or eliminate the "managed
distribution  policy."  The  Fund's  distribution  policy  may be changed at the
discretion  of the  Fund's  Board  of  Directors.  At this  time,  the  Board of
Directors has no plans to change the current policy.

Use of Estimates - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and  assumptions  that affect the amounts
reported in the financial  statements and disclosures  made in the  accompanying
notes to the  financial  statements.  Actual  results  could  differ  from those
estimates.

2. UNREALIZED APPRECIATION AND DEPRECIATION OF INVESTMENTS (TAX BASIS)

As of March 31, 2004:
Gross appreciation (excess of value over tax cost)                 $ 22,400,873
Gross depreciation (excess of tax cost over value)                   (4,708,888)
                                                                   ------------
Net unrealized appreciation                                        $ 17,691,985
                                                                   ------------
Cost of investments for income tax purposes                        $142,825,587
                                                                   ============

3. INVESTMENT ADVISORY AND ADMINISTRATION SERVICES

     The  Fund has an  Investment  Advisory  Agreement  with  Denver  Investment
Advisors LLC ("DIA"), whereby a management fee is paid to DIA based on an annual
rate of 0.65% of the Fund's  average  weekly net assets up to  $100,000,000  and
0.50% of the Fund's  average  weekly net assets in excess of  $100,000,000.  The
management  fee is paid  monthly  based on the  average of the net assets of the
Fund  computed as of the last  business day the New York Stock  Exchange is open
each week. Certain officers and directors of the Fund are also officers of DIA.


20


     ALPS  Mutual  Funds  Services,  Inc.  ("ALPS")  and DIA serve as the Fund's
co-administrators.    The   Administrative   Agreement   includes   the   Fund's
administrative and fund accounting services. The administrative  services fee is
based on an annual  rate for ALPS and DIA,  respectively,  of 0.08% and 0.01% of
the Funds average daily net assets up to $75,000,000,  0.04%,  and 0.005% of the
Funds average daily net assets between  $75,000,000 and $125,000,000,  and 0.02%
and 0.005% of the Funds average daily net assets in excess of $125,000,000.  The
administrative service fee is paid monthly.

4. LOAN OUTSTANDING

     On November  12, 2003 an agreement  with  Custodial  Trust  Company of Bear
Stearns  was  reached,  in which the Fund may borrow  from the  Custodial  Trust
Company an aggregate  amount of up to the lesser of  $15,000,000  or the maximum
amount the Fund is permitted to borrow under the Investment Company Act of 1940.
The borrowings  under the Custodial Trust Company loan are secured by pledging a
portion of the Fund's portfolio  securities as collateral.  The initial value of
the  portfolio  securities  pledged  must  equal  twice  the  amount of the loan
outstanding.  As of March 31, 2004 the Fund had a loan  payable in the amount of
$6,343,000 with a daily interest rate of 2.09%,  which  represents  30-day LIBOR
plus 1.00%. The amount of the loan represented  3.95% of the Fund's total assets
as of March 31, 2004.

5. SUBSEQUENT EVENTS

     The Fund declared a  distribution  of $0.14 per share on April 1, 2004. The
distribution  was  payable  on  April  30,  2004.  Of  the  total  distribution,
approximately $0.0002 represents net investment income and the remaining portion
is currently  undesignated  until the actual  determination of the source can be
made at year-end.

     Robert J.  Greenebaum,  a Director of the Fund since 1988, has retired from
the Board of Directors effective May 11, 2004.


                                                                              21


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22


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                                                                              23


                               BOARD OF DIRECTORS
                     Kenneth V. Penland, Chairman
                     Todger Anderson, Director
                     Lee W. Mather, Jr, Director
                     Gary P. McDaniel, Director
                     Richard C. Schulte, Director
                     Roberta M. Wilson, Director

                                    OFFICERS
                     Kenneth V. Penland, Chairman
                     Todger Anderson, President
                     Mark M. Adelmann, Vice President
                     Joan Ohlbaum Swirsky, Secretary
                     Jasper R. Frontz, Treasurer

                     Investment Adviser/Co-Administrator
                     Denver Investment Advisors LLC
                     1225 17th Street, 26th Floor
                     Denver, CO 80202
                     (303) 312-5100

                     Stockholder Relations
                     Margaret R. Jurado
                     (800) 624-4190 (303) 312-5100
                     e-mail: blu@denveria.com

                     Custodian
                     Bank of New York
                     One Wall Street
                     New York, NY 10286

                     Co-Administrator
                     ALPS Mutual Funds Services, Inc.
                     1625 Broadway, Suite 2200
                     Denver, CO 80202

                     Transfer Agent
                     Dividend Reinvestment Plan Agent
                     (Questions regarding your Account)
                     Mellon Investor Services, LLC
                     Overpeck Centre
                     85 Challenger Road
                     Ridgefield Park, NJ 07660
                     (800) 288-9541
                     www.melloninvestor.com
                                NYSE Symbol--BLU


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                                       VALUE FUND


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