--------------------------------------------------------------------------------

                               [LOGO]     Blue Chip
                              BlueChip    Value Fund

                                Quarterly Report

                                 to Stockholders





                               September 30, 2003
--------------------------------------------------------------------------------


INVESTMENT ADVISER'S COMMENTARY

Dear Fellow Stockholders:

         Blue  Chip  Value  Fund's  net  asset  value  was up 4.4% for the third
quarter,  outperforming the S&P 500 by 1.7%. However, year to date we are behind
the S&P 500 by 1.9%.

         In the third  quarter,  performance  was driven by stock  selection  in
technology,   healthcare  and  commercial  services.  Our  holding  in  National
Semiconductor  Corp.  was up more than 60%  during  the  period,  as the  market
recognized  the recovery in technology  spending.  Mylan  Laboratories  Inc., an
exciting   generic  drug  company  with  a  strong  pipeline  of  potential  new
opportunities,  performed well during the quarter.  Accenture  Ltd., a worldwide
leader in business  consulting and outsourcing,  was up more than 23% during the
quarter as the market began to discount  improvement in the company's cash flow.
Radian Group Inc., a leading mortgage  insurer,  was up more than 21% during the
quarter as gross margins  expanded from better cost control.  Starwood  Hotels &
Resorts Inc. was up more than 21% as investors forecasted better hotel occupancy
and firmer pricing.

         Investment  performance  from our energy and capital goods holdings was
disappointing.  We continue to believe that energy  companies  are  undervalued.
However,  concerns  about the return of Iraqi oil production led the market to a
different   conclusion.   In  capital   goods,   our  holding  of  Raytheon  Co.
underperformed  because of concerns that the  government  deficit would slow the
growth in defense spending.

         Year to date, the healthcare  sector has provided our best performance,
and Omnicare Inc., a contract  provider of prescription  drugs to long-term care
patients,  is our best performing stock. Our most disappointing  performance has
come from financial services  provider,  Freddie Mac, a major player in the home
loan secondary market which, as you know from the newspaper  accounts,  has been
involved in accounting irregularities materially understating their earnings.

         We remain confident that the economic recovery is on track and that the
stock  market will provide a positive  return in the year ahead.  We continue to
own  quality  companies  purchased  at what we believe  is a  discount  to their
intrinsic value based on the free cash flow we believe they will generate.

2


         Subsequent to the end of the third quarter,  agreements  were finalized
to leverage  the  portfolio  by  borrowing  on a secured  basis.  We continue to
closely  monitor the markets,  and anticipate the  possibility  that before year
end, we may borrow a portion of the  available  credit in order to enhance  your
portfolio's return.

         Over  the  three  years  ended  September  30,  2003,  the  Fund's  NAV
outperformed the S&P 500 by 5.7% annually.  This noteworthy performance has come
with contributions from our investment professionals using an intensive research
process.  In recognition of this, the investment  adviser has chosen,  effective
December 1, 2003,  to recognize  the Fund as being managed by a team rather than
citing one individual. This does not represent a change in personnel, but rather
an evolution of the management team supporting the Fund. They are Mark Adelmann,
Kris Herrick, Troy Dayton and Derek Anguilm.

         Thank you for your continued investment in the Blue Chip Value Fund.


Sincerely,

/s/ Todger Anderson

Todger Anderson, CFA
President


         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.

                                                                               3


BLUE CHIP VALUE FUND RECOGNIZES
PORTFOLIO MANAGEMENT TEAM

         Effective December 1, 2003, Mark Adelmann, Portfolio Manager since June
3, 2002,  Troy Dayton,  Kris  Herrick and Derek  Anguilm are  recognized  as the
portfolio  management team of Blue Chip Value Fund Inc. The Team meets regularly
to review portfolio holdings and discuss purchase and sale activity.

         Mark Adelmann, CFA, CPA, Vice President and Portfolio  Manager/Research
Analyst,  joined Denver  Investment  Advisors LLC in 1995. He has 23 years total
investment experience.

         Troy Dayton,  CFA,  Vice  President  and  Portfolio  Manager/  Research
Analyst,  joined Denver  Investment  Advisors LLC in 2002.  Prior to joining the
firm, he was an Equity Research  Analyst with Jurika and Voyles (since 2001) and
Dresdner RCM Global  Investors  (since  1998).  He has 7 years total  investment
experience.

         Kris Herrick,  CFA, Vice  President  and  Portfolio  Manager/  Research
Analyst,  joined Denver  Investment  Advisors LLC in 2000.  Prior to joining the
firm, he was an Equity Research  Analyst with Jurika and Voyles (since 1997). He
has 6 years total investment experience.

         Derek  Anguilm,  Vice  President  and Research  Analyst,  joined Denver
Investment  Advisors  LLC in 2000.  Prior to joining the firm he was with EVEREN
Securities (since 1999). He has 4 years total investment experience.



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.

4


--------------------------------------------------------------------------------
                    Sector Diversification in Comparison to
                       S&P 500 as of September 30, 2003*
--------------------------------------------------------------------------------
                                                         Fund          S&P 500
--------------------------------------------------------------------------------
Basic Materials                                          2.8%            2.6%
--------------------------------------------------------------------------------
Capital Goods                                            5.9%            4.9%
--------------------------------------------------------------------------------
Commercial Services                                      2.0%            2.2%
--------------------------------------------------------------------------------
Communications                                           3.9%            6.2%
--------------------------------------------------------------------------------
Consumer Cyclical                                       12.0%           12.6%
--------------------------------------------------------------------------------
Consumer Staples                                         6.7%            8.7%
--------------------------------------------------------------------------------
Energy                                                   7.1%            5.7%
--------------------------------------------------------------------------------
Financials                                              21.4%           23.4%
--------------------------------------------------------------------------------
Medical/Healthcare                                      18.3%           13.4%
--------------------------------------------------------------------------------
REITs                                                    0.0%            0.4%
--------------------------------------------------------------------------------
Technology                                              14.3%           15.5%
--------------------------------------------------------------------------------
Transportation                                           1.8%            1.6%
--------------------------------------------------------------------------------
Utilities                                                1.1%            2.9%
--------------------------------------------------------------------------------
Short-Term Investments and
Net Other Assets/Liabilities                             2.7%             --
--------------------------------------------------------------------------------
* Sector  diversification  is subject to change and may not be representative of
  future investments.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          Average Annual Total Returns
                            as of September 30, 2003
--------------------------------------------------------------------------------
                 Return      9 Mos.    1-Year      3-Year       5-Year   10-Year
--------------------------------------------------------------------------------
Blue Chip
Value Fund       NAV         12.81%    24.04%      (4.35%)      2.13%     9.24%
--------------------------------------------------------------------------------
Blue Chip        Market
Value Fund       Price       32.21%    33.00%      (1.09%)      4.25%     9.98%
--------------------------------------------------------------------------------
S&P 500
Index                        14.72%    24.39%     (10.13%)      1.00%    10.05%
--------------------------------------------------------------------------------
Past performance is no guarantee of future results. Share prices will fluctuate,
so that shares 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.
--------------------------------------------------------------------------------

                                                                               5


--------------------------------------------------------------------------------
                     Market Price Performance History Since
                Inception (04/15/87) through September 30, 2003
--------------------------------------------------------------------------------

   [The following table was depicted as a Line Graph in the Printed Material]

                                                                   Annual Distr.
Qtr Ends                         Adj. Mkt Price     Act. Mkt Price    Totals
--------                         --------------     --------------    ------
04/01/1987(Inception)               $   10.00         $   10.00
06/87                               $    9.50         $    9.50
09/87                               $    7.80         $    7.75
12/87                               $    5.58         $    5.50        0.11
3/88                                $    5.87         $    5.75
6/88                                $    6.31         $    6.13
9/88                                $    6.10         $    5.88
12/88                               $    6.28         $    6.00        0.19
3/89                                $    6.73         $    6.25
6/89                                $    7.62         $    6.88
9/89                                $    8.54         $    7.50
12/89                               $    8.20         $    7.00        0.78
3/90                                $    8.13         $    6.75
6/90                                $    8.21         $    6.63
9/90                                $    6.86         $    5.38
12/90                               $    7.86         $    6.00        0.75
3/91                                $    9.28         $    6.88
6/91                                $    9.88         $    7.13
9/91                                $   10.49         $    7.38
12/91                               $   11.40         $    7.63        0.96
3/92                                $   11.77         $    7.88
6/92                                $   12.07         $    7.88
9/92                                $   12.18         $    7.75
12/92                               $   12.81         $    7.75        0.77
03/93                               $   13.64         $    8.25
06/93                               $   13.78         $    8.13
09/93 (Rights Offering)             $   14.51         $    8.25
12/93                               $   14.57         $    7.88        0.80
03/94                               $   14.10         $    7.63
06/94                               $   12.54         $    6.75
09/94                               $   12.83         $    6.88
12/94                               $   12.65         $    6.13        0.75
03/95                               $   13.68         $    6.63
06/95                               $   14.78         $    7.13
09/95                               $   15.88         $    7.63
12/95                               $   17.91         $    7.63        1.08
03/96                               $   19.09         $    8.13
06/96                               $   20.04         $    8.50
Sep-96                              $   21.89         $    9.25
Dec-96                              $   24.98         $    9.25        1.35
3/1/1997 (Rights Offering)          $   22.92         $    8.38
Jun-97                              $   27.37         $    9.75
Sep-97                              $   31.13         $   10.81
Dec-97                              $   35.11         $   10.94        1.57
Mar-98                              $   38.12         $   11.88
Jun-98                              $   37.19         $   11.31
Sep-98                              $   30.52         $    9.06
Dec-98                              $   35.58         $    9.75        1.13
Mar-99                              $   35.12         $    9.63
Jun-99                              $   37.90         $   10.13
Sep-99                              $   35.79         $    9.31
Dec-99                              $   37.95         $    8.69        1.68
Mar-00                              $   36.04         $    8.25
Jun-00                              $   37.62         $    8.38
Sep-00                              $   38.84         $    8.44
Dec-00                              $   36.75         $    7.55        0.89
Mar-01                              $   34.06         $    6.79
Jun-01                              $   41.48         $    8.05
Sep-01                              $   37.75         $    7.14
Dec-01                              $   41.92         $    7.56        0.74
03/31/2002 - Rights Offering        $   39.16         $    7.02
Jun-02                              $   34.89         $    6.10
Sep-02                              $   28.26         $    4.80
Dec-02                              $   28.43         $    4.59        0.56
Mar-03                              $   27.31         $    4.41
Jun-03                              $   36.60         $    5.77
Sep-03                              $   37.59         $    5.79        0.24

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 shares 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.

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

(3)      Annual  distribution  totals represent actual amounts.  Please note the
         distribution  total for 2003 is for nine  months  ended  September  30,
         2003. 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.

6


BLUE CHIP VALUE FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES
September 30, 2003 (Unaudited)

ASSETS
Investments at market value                                       $ 139,827,801
  (identified cost $134,440,313)
Dividends receivable                                                    138,393
Interest receivable                                                       2,617
Other assets                                                             38,768
                                                                  -------------
  TOTAL ASSETS                                                      140,007,579
                                                                  -------------

LIABILITIES
Payable for securities purchased                                         17,935
Advisory fee payable                                                     71,236
Administration fee payable                                                7,671
Accrued expenses and other liabilities                                   43,386
                                                                  -------------
  TOTAL LIABILITIES                                                     140,228
                                                                  -------------
NET ASSETS                                                        $ 139,867,351
                                                                  =============

COMPOSITION OF NET ASSETS
Capital stock, at par                                             $     267,721
Paid-in-capital                                                     158,852,707
Undistributed net investment income                                      67,701
Accumulated net realized loss                                       (18,500,665)
Net unrealized appreciation on                                        5,387,488
investments
Undesignated distributions                                           (6,207,601)
                                                                  -------------
                                                                  $ 139,867,351
                                                                  =============

SHARES OF COMMON STOCK
  OUTSTANDING (100,000,000 shares
  authorized at $0.01 par value)                                     26,772,138
                                                                  =============

Net asset value per share                                         $        5.22
                                                                  =============

See accompanying notes to financial statements.

                                                                               7


BLUE CHIP VALUE FUND, INC.

STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2003 (Unaudited)


INCOME
  Dividends                                       $  1,297,669
  Interest                                              38,728
                                                  ------------
    TOTAL INCOME                                                   $  1,336,397
                                                                   ------------
EXPENSES
  Investment advisory fee
    (Note 3)                                           606,477
  Administrative services fee
    (Note 3)                                            68,542
  Legal fees                                           121,250
  Stockholder reporting                                105,750
  Transfer agent fees                                   55,552
  Directors' fees                                       53,866
  NYSE listing fees                                     29,652
  Audit and tax preparation fees                        18,331
  Insurance and fidelity bond                            8,243
  Custodian fees                                         7,218
  Other                                                  6,428
                                                  ------------
    TOTAL EXPENSES                                                    1,081,309
                                                                   ------------
    NET INVESTMENT INCOME                                               255,088
                                                                   ------------
REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS
  Net realized loss on investments                                   (2,110,682)
  Change in net unrealized appreciation
    or depreciation of investments                                   18,138,759
                                                                   ------------
    NET GAIN ON INVESTMENTS                                          16,028,077
                                                                   ------------
    NET INCREASE IN NET ASSETS
      RESULTING FROM OPERATIONS                                    $ 16,283,165
                                                                   ============

See accompanying notes to financial statements.

8


BLUE CHIP VALUE FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS

                                               For the Nine          For the
                                               Months Ended         Year Ended
                                              September 30,        December 31,
                                                 2003(1)               2002
                                              -------------       -------------
Increase/(decrease) in net
  assets from operations:
  Net investment income                       $     255,088       $     930,340
  Net realized loss from
    securities transactions                      (2,110,682)        (16,214,221)
  Change in net unrealized
    appreciation or depreciation
    of investments                               18,138,759         (21,320,777)
                                              -------------       -------------
                                                 16,283,165         (36,604,658)
                                              -------------       -------------
Decrease in net assets
  from distributions to
  stockholders from:
  Net investment income                            (187,387)           (930,340)
  Return of capital                                       0         (13,857,137)
  Undesignated (Note 1)                          (6,207,601)                  0
                                              -------------       -------------
                                                 (6,394,988)        (14,787,477)
                                              -------------       -------------
Increase in net assets from
  common stock transactions:
  Proceeds from the sale of
    0 and 5,262,771 shares
    respectively, net of offering
    expenses (Note 4)                                     0          32,797,247
  Net asset value of common
    stock issued to stockholders
    from reinvestment of
    dividends (251,588 and
    295,323 shares issued,
    respectively)                                 1,266,264           1,790,086
                                              -------------       -------------
                                                  1,266,264          34,587,333
                                              -------------       -------------
NET INCREASE/(DECREASE)
  IN NET ASSETS                                  11,154,441         (16,804,802)

NET ASSETS
  Beginning of period                           128,712,910         145,517,712
                                              -------------       -------------
  End of period (including
    $67,701 and $0 of
    undistributed net
    investment income,
    respectively)                             $ 139,867,351       $ 128,712,910
                                              =============       =============

See accompanying notes to financial statements.

(1) Unaudited.

                                                                               9


BLUE CHIP VALUE FUND, INC.

FINANCIAL HIGHLIGHTS

                                                                For the Nine
                                                                Months Ended
Per Share Data                                                  September 30,
(for a share outstanding throughout each period)                    2003(1)
                                                                  -----------
Net asset value - beginning of period                             $      4.85
Investment operations
Net investment income                                                    0.01
Net gain (loss) on investments                                           0.60
                                                                  -----------
Total from investment operations                                         0.61
                                                                  -----------
Distributions
From net investment income                                              (0.01)
From net realized gains on investments                                   --
Return of capital                                                        --
Undesignated                                                            (0.23)
                                                                  -----------
Total distributions                                                     (0.24)
                                                                  -----------
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                                    $      5.22
                                                                  ===========
Per share market value, end of period                             $      5.79
                                                                  ===========

Total investment return(2) based on:
  Net Asset Value                                                        12.8%
  Market Value                                                           32.2%
Ratios/Supplemental data:
Ratios of expenses to average net assets                                 1.10%*
Ratio of net investment income to average net assets                     0.26%*
Ratio of total distributions to average net assets                       4.84%
Portfolio turnover rate(3)                                              34.70%
Net assets - end of period (in thousands)                         $    139,867

See accompanying notes to financial statements.

*   Annualized.

(1) Unaudited.

(2) 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

10


                         For the year ended December 31,
-------------------------------------------------------------------------------
    2002             2001             2000            1999              1998
-----------      -----------      -----------      -----------      -----------
$      6.94      $      8.17      $      9.09      $     10.25      $      9.76

       0.04             0.04             0.05             0.03             0.05
      (1.40)           (0.29)           (0.08)            0.49             1.62
-----------      -----------      -----------      -----------      -----------
      (1.36)           (0.25)           (0.03)            0.52             1.67
-----------      -----------      -----------      -----------      -----------

      (0.04)           (0.04)           (0.05)           (0.03)           (0.05)
         --            (0.36)           (0.84)           (1.65)           (1.08)
      (0.52)           (0.34)              --               --               --
         --               --               --               --               --
-----------      -----------      -----------      -----------      -----------
      (0.56)           (0.74)           (0.89)           (1.68)           (1.13)
-----------      -----------      -----------      -----------      -----------

      (0.16)           (0.23)              --               --            (0.04)
      (0.01)           (0.01)              --               --            (0.01)
-----------      -----------      -----------      -----------      -----------
      (0.17)           (0.24)              --               --            (0.05)
-----------      -----------      -----------      -----------      -----------
$      4.85      $      6.94      $      8.17      $      9.09      $     10.25
===========      ===========      ===========      ===========      ===========
$      4.59      $      7.56      $      7.55      $      8.69      $      9.75
===========      ===========      ===========      ===========      ===========

     (20.6%)           (3.0%)            0.2%             6.2%            17.6%
     (32.2%)           14.1%            (3.2%)            6.7%             1.3%

      0.93%            0.91%            0.88%            0.85%            0.94%
      0.64%            0.56%            0.63%            0.32%            0.56%
     10.15%           10.21%           10.46%           16.86%           11.62%
     65.86%           73.30%          127.55%           54.24%           76.02%
$   128,713      $   145,517      $   140,863      $   153,002      $   171,512

    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.

(3) 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 nine months
    ended September 30, 2003 were $44,123,272 and $49,863,395, respectively.

                                                                              11


BLUE CHIP VALUE FUND, INC.

STATEMENT OF INVESTMENTS
September 30, 2003 (Unaudited)

                                                                      Market
                                      Shares           Cost            Value
                                     ---------       ---------       ---------
COMMON STOCKS - 97.23%
BASIC MATERIALS - 2.81%
Forestry & Paper - 2.81%
Bowater Inc.                            93,500     $  4,423,466   $  3,932,610
TOTAL BASIC MATERIALS                                 4,423,466      3,932,610
------------------------------------------------------------------------------

CAPITAL GOODS - 5.86%
Aerospace & Defense - 2.83%
General Dynamics Corp.                  27,300        2,114,555      2,131,038
Raytheon Co.                            65,100        2,261,445      1,822,800
                                                   ------------   ------------
                                                      4,376,000      3,953,838
Electrical Equipment - 3.03%
Parker Hannifin Corp.                   94,800        4,519,195      4,237,560
TOTAL CAPITAL GOODS                                   8,895,195      8,191,398
------------------------------------------------------------------------------

COMMERCIAL SERVICES - 1.95%
Business Products & Services - 1.95%
Accenture Ltd.*                        122,200        2,485,833      2,729,948
TOTAL COMMERCIAL
  SERVICES                                            2,485,833      2,729,948
------------------------------------------------------------------------------

COMMUNICATIONS - 3.88%
Telecomm Service Providers - 3.88%
ALLTEL Corp.                            66,100        3,347,105      3,063,074
BellSouth Corp.                         99,800        3,723,366      2,363,264
                                                   ------------   ------------
                                                      7,070,471      5,426,338
TOTAL COMMUNICATIONS                                  7,070,471      5,426,338
------------------------------------------------------------------------------

CONSUMER CYCLICAL - 12.01%
Clothing & Accessories - 2.38%
TJX Companies Inc.                     171,300        2,590,532      3,326,646
General Merchandise - 2.51%
Target Corp.                            93,300        3,209,526      3,510,879
Hotels & Gaming - 2.89%
Starwood Hotels &
  Resorts Inc.                         116,300        3,572,776      4,047,240
Publishing & Media - 4.23%
Dow Jones &
  Company Inc.                          49,000        2,633,334      2,320,150
Viacom Inc. - Class B                   58,800        2,889,801      2,252,040
Walt Disney Co.                         66,800        1,393,508      1,347,356
                                                   ------------   ------------
                                                      6,916,643      5,919,546
TOTAL CONSUMER CYCLICAL                              16,289,477     16,804,311
------------------------------------------------------------------------------

12


                                                                      Market
                                      Shares           Cost            Value
                                     ---------       ---------       ---------
CONSUMER STAPLES - 6.66%
Food & Agricultural Products - 6.66%
Bunge Ltd.                             123,800      $ 2,963,252    $ 3,404,500
Kraft Foods Inc.                        83,500        2,627,196      2,463,250
Tyson Foods Inc.                       244,200        2,850,205      3,450,546
                                                   ------------   ------------
                                                      8,440,653      9,318,296
TOTAL CONSUMER STAPLES                                8,440,653      9,318,296
------------------------------------------------------------------------------

ENERGY - 7.09%
Exploration & Production - 2.31%
Devon Energy Corp.                      67,112        3,235,880      3,234,147
Integrated Oils - 2.72%
ConocoPhillips                          69,519        3,961,319      3,806,165
Oil Services - 2.06%
Transocean Inc.*                       144,100        3,157,137      2,882,000
TOTAL ENERGY                                         10,354,336      9,922,312
------------------------------------------------------------------------------

FINANCIALS - 21.39%
Insurance & Real Estate Brokers - 2.16%
Willis Group
  Holdings Ltd.                         98,200        2,818,448      3,019,650
Integrated Financial Services - 2.85%
Citigroup Inc.                          87,500        3,751,033      3,982,125
Money Center Banks - 0.98%
Bank of America Corp.                   17,600        1,191,759      1,373,504
Property Casualty Insurance - 10.18%
Allstate Corp.                          68,300        2,455,296      2,494,999
AMBAC Financial
  Group Inc.                            46,200        2,518,371      2,956,800
American
  International Group                   45,600        2,943,285      2,631,120
Radian Group Inc.                       76,400        2,671,676      3,392,160
Travelers Property and
  Casualty Corp.                       173,800        2,512,932      2,759,944
                                                   ------------   ------------
                                                     13,101,560     14,235,023
Regional Banks - 1.02%
SouthTrust Corp.                        48,500        1,134,258      1,425,415
Securities & Asset Management - 2.00%
Goldman Sachs Group Inc.                13,600          919,330      1,141,040
Lehman Brothers
  Holdings Inc.                         24,000        1,379,233      1,657,920
                                                   ------------   ------------
                                                      2,298,563      2,798,960
Specialty Finance - 2.20%
Freddie Mac                             58,900        3,619,267      3,083,415
TOTAL FINANCIALS                                     27,914,888     29,918,092
------------------------------------------------------------------------------

                                                                              13


                                                                      Market
                                      Shares           Cost            Value
                                     ---------       ---------       ---------
MEDICAL - HEALTHCARE - 18.31%
Healthcare Services - 6.76%
Aetna Inc.                              74,300      $ 3,500,712   $  4,534,529
Caremark RX Inc.*                       60,100        1,393,635      1,358,260
Omnicare Inc.                           98,819        2,408,500      3,563,413
                                                   ------------   ------------
                                                      7,302,847      9,456,202
Pharmaceuticals - 11.55%
Bristol-Myers Squibb Co.                86,380        3,495,709      2,216,511
King
  Pharmaceuticals Inc.*                183,300        2,314,437      2,776,995
Mylan Laboratories Inc.                 93,600        2,713,945      3,617,640
Pfizer Inc.                            154,560        4,311,411      4,695,533
Wyeth                                   61,600        2,181,344      2,839,760
                                                   ------------   ------------
                                                     15,016,846     16,146,439
TOTAL MEDICAL -
  HEALTHCARE                                         22,319,693     25,602,641
------------------------------------------------------------------------------

TECHNOLOGY - 14.32%
Computer Software - 3.26%
Microsoft Corp.                        164,200        5,018,589      4,563,118
Electronic Equipment - 0.95%
American Power
  Conversion                            77,200          985,354      1,323,208
IT Services - 1.90%
Computer
  Sciences Corp.*                       70,800        2,914,653      2,659,956
Semiconductors - 5.91%
Intel Corp.                            138,700        3,415,270      3,815,637
National
  Semiconductor Corp.*                  67,500        1,278,794      2,179,575
Xilinx Inc.*                            79,500        2,117,355      2,266,545
                                                   ------------   ------------
                                                      6,811,419      8,261,757
Technology Resellers - Distributors - 2.30%
Tech Data Corp.*                       104,200        2,822,347      3,214,570
TOTAL TECHNOLOGY                                     18,552,362     20,022,609
------------------------------------------------------------------------------

TRANSPORTATION - 1.83%
Railroads - 1.83%
Union Pacific Corp.                     44,000        2,552,640      2,559,480
TOTAL TRANSPORTATION                                  2,552,640      2,559,480
------------------------------------------------------------------------------

14


                                                                      Market
                                      Shares           Cost            Value
                                     ---------       ---------       ---------
UTILITIES - 1.12%
Electric - Gas Utilities - 1.12%
Exelon Corp.                            24,600      $ 1,303,633    $ 1,562,100
TOTAL UTILITIES                                       1,303,633      1,562,100
------------------------------------------------------------------------------
TOTAL COMMON STOCKS                                 130,602,647    135,990,135
------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS - 2.74%
Goldman Sachs Financial
  Square Prime Obligations
  Fund - FST Shares                                   3,837,666      3,837,666
TOTAL SHORT-TERM
  INVESTMENTS                                         3,837,666      3,837,666
------------------------------------------------------------------------------

TOTAL
INVESTMENTS                              99.97%     134,440,313    139,827,801
Other Assets in
  Excess of Liabilities                   0.03%                         39,550
                                        ------                    ------------
NET ASSETS                              100.00%                   $139,867,351
                                        ======                    ============


*   Denotes non-income producing security.

                                                                              15


BLUE CHIP VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS
September 30, 2003 (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.

16


         The Fund had available for federal  income tax purposes  unused capital
loss carryovers of approximately $15,485,000, which will expire in 2010.

         The Fund  intends to elect to defer to its fiscal year ending  December
31, 2003, approximately $468,000 of losses recognized during the period November
1, 2002 to December 31, 2002, which will expire in 2011 if unutilized.

         The tax character of the distributions paid was as follows:

                                           Nine Months Ended        Year Ended
                                              September 30,        December 31,
                                                  2003                 2002
                                               -----------         -----------
Distributions paid from:
Ordinary income                                $   187,387         $   930,340
Long-term capital gain                                   0                   0
Undesignated                                     6,207,601                   0
Return of capital                                        0          13,857,137
                                               -----------         -----------
Total                                          $ 6,394,988         $14,787,477
                                               ===========         ===========

         As of September 30, 2003, the components of distributable earnings on a
tax basis were as follows:

Undistributed net investment income                                $     67,701
Accumulated net realized loss                                       (18,063,111)
Net unrealized appreciation                                           4,949,934
Undesignated distributions                                           (6,207,601)
                                                                   ------------
Total                                                              $(19,253,077)
                                                                   ============

         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.  Distributions  are  classified  to  conform  to the tax
reporting  requirements  of the  Internal  Revenue  Code.  If the  Fund's  total
distributions  for the year  (exclusive of long-term  capital  gains  dividends)
exceed its net investment income and short-term capital gains for such year, all
or a portion of such  undesignated  distributions  may  constitute a non-taxable
return of capital.  Management  currently  believes it is likely that all of the
undesignated portion will be a non-taxable return of capital, however the actual
determination of the source of the undesignated  distributions  can be made only
at year-end.

         The Fund  distributes at least 2.5% of its net asset value quarterly to
its stockholders.

                                                                              17


Use of Estimates - The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  Stated  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 September 30, 2003:

Gross appreciation (excess of value over tax cost)                $  13,759,923
Gross depreciation (excess of tax cost over value)                   (8,809,989)
                                                                  -------------
Net unrealized appreciation                                       $   4,949,934
                                                                  -------------
Cost of investments for income tax purposes                       $ 134,877,867
                                                                  =============

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.

         Effective September 1, 1999, ALPS Mutual Funds Services,  Inc. ("ALPS")
and  DIA  entered  into an  Administrative  Agreement  to  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 Fund's average daily net assets up to  $75,000,000,  0.04% and 0.005% of the
Fund's average daily net assets between $75,000,000 and $125,000,000,  and 0.02%
and 0.005% of the Fund's average daily net assets in excess of $125,000,000. The
administrative services fee is paid monthly.

18


4.       SUBSEQUENT EVENTS

         The Fund declared a distribution of $0.13 per share on October 1, 2003.
The  distribution  was payable  October 24, 2003, to  stockholders  of record on
October 10, 2003. Of the total  distribution,  approximately  $0.0025 represents
net investment income and the remaining portion is currently  undesignated until
the actual determination of the source can be made at year-end.

         The Fund entered into a $15 million  secured credit line with Custodial
Trust  Company,  a banking  unit of Bear  Stearns,  on November  20,  2003.  The
interest rate on the line of credit,  which will be reset every 30 days, will be
30-day  LIBOR  plus 100  basis  points.  The Fund may repay the loan at any time
without  prepayment  penalties,  and  the  lender  may  call  the  loan  at  its
discretion.

                                                                              19


--------------------------------------------------------------------------------

                    BOARD OF DIRECTORS

              Kenneth V. Penland, Chairman
              Todger Anderson, Director
              Robert J. Greenebaum, 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
              W. Bruce McConnel, 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

                 [LOGO]                Blue Chip
                 BlueChip              Value Fund

                           www.blu.com

--------------------------------------------------------------------------------